F-3ASR

As filed with the Securities and Exchange Commission on June 3, 2009

Registration No. 333 -            .

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WPP Finance (UK)	WPP plc
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
United Kingdom	Jersey
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
Not Applicable	Not Applicable
(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)
WPP Air 1 Limited	WPP 2008 Limited
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
Ireland	United Kingdom
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
Not Applicable	Not Applicable
(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)
WPP 2005 Limited
(Exact name of registrant as specified in its charter)
United Kingdom
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification Number)

6 Ely Place

Dublin 2, Ireland

Telephone: 011-353-1-669-0333

(Address and telephone number of registrants’ principal executive offices)

Andrea Harris, Esq.

Group Chief Counsel

6 Ely Place

Dublin 2, Ireland

Telephone: 011-353-1-669-0333

(Name, address and telephone number of agent for service)

Copies to:

Curt Myers, Esq.

Ralph Norton, Esq.

Davis & Gilbert LLP

1740 Broadway

New York, New York 10019

212-468-4800

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box:  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Debt securities (1)
Guarantees of the debt securities (2)

(1) WPP Finance (UK) is registering an indeterminate amount of debt securities for offer and sale from time to time at indeterminate offering prices. In reliance on Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, WPP Finance (UK) is deferring payment of all of the registration fee relating to the registration of securities hereby.

(2) No separate consideration will be received for the guarantees. Pursuant to Rule 457(n), no separate registration fee is required with respect to the guarantees.

P R O S P E C T U S

WPP Finance (UK)

Debt Securities

WPP plc

WPP Air 1 Limited

WPP 2008 Limited

WPP 2005 Limited

Guarantees

WPP Finance (UK) may from time to time offer debt securities, which will be guaranteed by WPP plc, WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited and which may be guaranteed by other entities. This prospectus describes some of the general terms that may apply to these securities and the general manner in which these securities may be offered. When we offer securities, the specific terms of the securities, including the offering price, and the specific manner in which they may be offered, will be described in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement(s) carefully before you invest.

We may sell securities to or through underwriters and also to other purchasers or through agents. The names of any underwriters or agents will be stated in an accompanying prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated June 3, 2009

Table of Contents

About This Prospectus	1
Forward-Looking Statements	2
The Issuer and The Guarantors	3
Use of Proceeds	5
Ratios of Earnings to Fixed Charges	5
Description of Debt Securities and Guarantees	6
Form of Securities, Clearing and Settlement	21
Plan of Distribution	24
Experts	24
Validity of Securities	25
Enforceability of Civil Liabilities	25
Where You Can Find More Information	25
Incorporation of Certain Documents by Reference	26

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) using a “shelf” registration process. Under this shelf process, WPP Finance (UK) may from time to time offer debt securities, with guarantees of WPP plc, WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited and, to the extent so indicated in an applicable prospectus supplement or otherwise established following the offer and sale of a series of debt securities, guarantees of other entities.

This prospectus only provides a general description of the securities that we may offer and the method by which the securities may be offered. Each time we offer securities, we will prepare a prospectus supplement containing specific information about the terms of the securities that are the subject of the offering and the terms of the offering itself. We may also add, update or change other information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file with the SEC. The registration statement that we filed with the SEC includes exhibits that provide more detail on the matters discussed in this prospectus. Before you invest in any securities offered by this prospectus, you should read this prospectus, any related prospectus supplement and the related exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

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FORWARD-LOOKING STATEMENTS

Some of the information contained or incorporated by reference in this prospectus may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, among other things, plans, objectives, projections and anticipated future economic performance based on assumptions that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. Important factors which may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel, delays or reductions in client advertising budgets, shifts in industry rates of compensation, difficulties in integrating acquired operations, regulatory compliance costs or litigation, natural disasters or acts of terrorism, our exposure to changes in the values of major currencies other than the U.K. pound sterling (because a substantial portion of our revenues are derived and costs incurred outside of the United Kingdom) and the overall level of economic activity in our major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the world’s advertising markets).

In addition, you should consider the risks described in WPP plc’s most recent Annual Report on Form 20-F and in the applicable prospectus supplement, which could also cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking statements included in this document should not be regarded as a representation by us that our plans and objectives will be achieved.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

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THE ISSUER AND THE GUARANTORS

As used in this prospectus, the “Group” and “WPP Group” refer to WPP plc and its consolidated subsidiaries and affiliates; the “Issuer” refers to WPP Finance (UK), excluding its subsidiaries and affiliates; the “Subsidiary Guarantors” refers to WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited, excluding their subsidiaries and affiliates; and the “Parent Guarantor” refers to WPP plc or any other entity that may in the future own, directly or indirectly, more than 50% of the common equity of WPP plc and all of the other Guarantors and that is a guarantor of the debt securities. References to the “Guarantors” refers collectively to the Parent Guarantor and the Subsidiary Guarantors, in each case unless the context otherwise requires or unless otherwise specified. References to “we”, “our” and “us” refer to the Issuer and the Guarantors, collectively.

The Group comprises one of the largest communication services businesses in the world. The Group offers a comprehensive and integrated range of communications services to national, multinational and global clients through the more than 100 companies and associates comprising the Group.

The Group organizes its businesses into four segments: Advertising and Media Investment Management, Information, Insight & Consultancy, Public Relations & Public Affairs, and Branding & Identity and Healthcare and Specialist Communications, including WPP Digital.

The Group’s Advertising activities include the planning and creation of marketing and branding campaigns and the design and production of advertisements for all types of media such as television, cable, the internet, radio, magazines, newspapers and outdoor locations such as billboards. The Group’s advertising agencies include Ogilvy & Mather Worldwide, JWT (formerly J. Walter Thompson), Y&R (formerly Young & Rubicam), Grey, Bates 141 and United Network.

The Group’s Media Investment Management capabilities and activities include business science, consumer insight, communications and media planning, implementation, interactions, content development, and sports and entertainment marketing. GroupM is the Group’s consolidated media investment management operation, serving as the parent company to agencies including MediaCom, Mediaedge:cia and MindShare.

The Group’s Information, Insight and Consultancy activities include strategic market studies, brand positioning and brand equity research, customer satisfaction surveys, product development, international research and advanced modeling, pre-testing, tracking and sales modeling, as well as media audience research measurement. The Group’s global research and strategic marketing consultancy businesses are managed on a centralized basis under the umbrella of the Kantar Group and include the TNS Group (“TNS”) and Millward Brown.

The Group’s Public Relations and Public Affairs activities include national and international corporate, financial and marketing communications, crisis management, change management, reputation management, public affairs and government lobbying, employee relations and government relations. The Group’s global networks in this area are Burson-Marsteller, Hill & Knowlton, Ogilvy Public Relations Worldwide and Cohn & Wolfe.

The Group’s activities in the Branding & Identity, Healthcare and Specialist Communications segment include branding and identity, healthcare communications, direct digital, promotion and relationship marketing and other specialist communications services including custom media, demographic and sector marketing, sports marketing, media and production services. The Group’s operations in this area are conducted by B to D Group, BDG McColl, BDGworkfutures and other companies. WPP Digital’s activities are also included in this segment and are conducted through agencies such as Schematic, BLUE, Quasar and 24/7 Real Media Inc.

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The Group’s executive office is located at 6 Ely Place, Dublin 2, Ireland, Tel: (353) 1-669-0333, and WPP plc’s registered office is located at 22 Grenville Street, St. Helier, Jersey, JE4 8PX.

As of December 31, 2008, the Group had approximately 135,000 people (including employees of associate companies) located in approximately 2,400 offices in 107 countries.

The Issuer

WPP Finance (UK) was incorporated on May 24, 2004 and is now a private unlimited liability company under the laws of England and Wales (company number 05135565). WPP Finance (UK) is an indirect wholly-owned subsidiary of WPP plc.

Guarantors

WPP plc was incorporated on September 12, 2008 as a public company limited by shares in Jersey (company number 101749) and became the ultimate parent of the Group on November 19, 2008.

WPP Air 1 Limited was incorporated on September 30, 2008 as a company limited by shares in Ireland (company number 462735). It is a direct, wholly-owned subsidiary of WPP plc.

WPP 2008 Limited (formerly WPP Group plc) was incorporated on August 16, 2005 and is now a private limited company in England and Wales (company number 05537577). It is an indirect, wholly-owned subsidiary of WPP Air 1 Limited. WPP 2008 Limited was the ultimate parent of the Group from October 25, 2005 until November 19, 2008.

WPP 2005 Limited (formerly WPP Group plc) was incorporated on March 1, 1971 and is now a private limited company in England and Wales (company number 1003653). It is a direct, wholly-owned subsidiary of WPP 2008 Limited. WPP 2005 Limited was the ultimate parent of the Group until October 25, 2005.

The consolidated financial statements of WPP plc for the year ended December 31, 2008, have been incorporated by reference in this Prospectus as described below under “Incorporation of Certain Documents by Reference”. Note 32 of the consolidated financial statements includes certain condensed consolidating financial information pertaining to the Issuer, the Guarantors and another subsidiary of WPP plc, Young & Rubicam Brands US Holdings. Young & Rubicam Brands US Holdings is a guarantor of other indebtedness of the Issuer and is an indirect wholly owned subsidiary of WPP Air 1 Limited with no operations or cash flows of its own and its sole assets are its interests in certain operating subsidiaries. The inclusion of the financial information of Young & Rubicam Brands US Holdings does not change the condensed consolidating financial information relating to the Subsidiary Guarantors.

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USE OF PROCEEDS

Unless otherwise disclosed in connection with a particular offering of securities, we intend to use the net proceeds from the sale of the debt securities for general corporate purposes, including funding working capital and capital expenditures, possible acquisitions and, subject to market conditions, repayment of debt.

RATIOS OF EARNINGS TO FIXED CHARGES

The data presented below is derived from the financial statements included in the documents incorporated by reference and other financial information previously filed with the Securities and Exchange Commission as part of WPP plc’s and its predecessors’ Annual Reports on Form 20-F. WPP plc prepares its consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The following table sets forth WPP plc’s and its predecessors’ unaudited consolidated ratios of earnings to fixed charges for the five years in the period ending December 31, 2008. The table should be read in conjunction with the financial statements and other financial information included in the documents incorporated by reference.

	2008		2007		2006		2005		2004
	(In £ millions, except ratio information)
EARNINGS
Profit before taxation (excluding share of results of associates)	700.8		678.0		640.9		558.1		404.9
Dividend from associates	44.6		28.0		20.3		13.4		18.5
Interest expense	280.5		216.3		171.3		141.4		117.5
Interest component of rent expense	108.4		87.0		83.9		79.3		68.4
TOTAL EARNINGS	1,134.3		1,009.3		916.4		792.2		609.3
FIXED CHARGES
Interest expense (1)	280.5		216.3		171.3		141.4		117.5
Interest component of rent expense (2)	108.4		87.0		83.9		79.3		68.4
TOTAL FIXED CHARGES	388.9		303.3		255.2		220.7		185.9
RATIO OF EARNINGS TO FIXED CHARGES	2.92	x	3.33	x	3.59	x	3.59	x	3.28	x

(1) Interest expense excludes interest on pension schemes liabilities and revaluation of financial instruments accounted at fair value through profit and loss.

(2) The interest component of rent expense is one-third of rent expense as representative of the interest portion of rentals.

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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

The following section summarizes general terms that are common to all series of debt securities to be offered and sold pursuant to the registration statement of which this prospectus forms a part by WPP Finance (UK), the Issuer, and guaranteed by WPP plc, WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited, the Guarantors, and to the indenture under which such securities are issued, unless otherwise indicated in this section or in the prospectus supplement relating to a particular series. We will describe the specific terms of each series of securities we offer in a supplement to this prospectus.

Because this section is a summary, it does not describe every aspect of the debt securities, guarantees and the indenture. This summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including the definition of various terms used in the indenture. For example, this prospectus describes the meanings of only the more important terms that have been given special meanings in the indenture.

The indenture and its associated documents, including the debt securities we are offering, contain the full legal text of the matters summarized in this section. We have filed a copy of the indenture with the SEC as an exhibit to the registration statement of which this prospectus forms a part. Upon request, we will provide you with a copy of the indenture. See “Where You Can Find More Information” for information concerning how to obtain a copy.

In this section, references to “debt securities” include both the debt securities and the related guarantees, except where otherwise indicated or as the context otherwise requires. References to “holders” mean persons who have debt securities registered in their names on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in debt securities issued in book-entry form through The Depository Trust Company or in debt securities registered in street name. Owners of beneficial interests in debt securities should refer to “Form of Securities, Clearing and Settlement.” The definitions of certain capitalized terms used in this section are set forth below under “—Definitions.”

The debt securities will be issued in one or more series. The following discussion of provisions of the debt securities and the guarantees, including, among others, the discussion of provisions described under “—Optional Redemption and Optional Repurchase”, “—Events of Default and Remedies”, “—Modification and Waiver” and “—Defeasance” below, applies to individual series of debt securities.

General

Indenture

The debt securities will be issued under an indenture (as the same may be amended from time to time, the “indenture”). The indenture is an agreement among the Issuer, WPP plc, WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited, as guarantors, and Wilmington Trust Company, as trustee (the “trustee”). The trustee has the following two main roles:

• First, the trustee can enforce your rights against us if we default in respect of the debt securities and any Guarantor defaults in respect of its guarantees. There are some limitations on the extent to which the trustee acts on your behalf, which are described under “—Events of Default and Remedies” below.

• Second, the trustee performs administrative duties for us, such as making interest payments and sending notices to holders of debt securities.

The indenture does not contain any financial covenants and, accordingly, holders of debt securities issued under the indenture will not benefit from any financial covenants unless otherwise indicated in the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, neither the Issuer nor any Guarantor (or any of their subsidiaries) will be restricted under the indenture from paying dividends or issuing or repurchasing securities or from incurring additional indebtedness in the future.

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Guarantees

The Guarantors will fully and unconditionally guarantee the due and punctual payment of the principal, premium, if any, and interest (including additional amounts payable in respect thereof, if any), when and as the same shall become due and payable in respect of a series of debt securities, whether at the stated maturity of such debt securities, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such debt securities and of the indenture.

If any direct or indirect parent of WPP plc, or any of WPP plc’s subsidiaries that is not a Guarantor, or any other subsidiary of any Parent Guarantor, becomes a guarantor under any of the Eurobonds, Sterling bonds or USA notes, then such guaranteeing entity shall:

(a) execute and deliver to the trustee a supplemental indenture in form reasonably satisfactory to the trustee pursuant to which such entity shall become a Guarantor of the debt securities; and

(b) deliver to the trustee an opinion of counsel (which may contain customary exceptions) that such supplemental indenture and guarantee have been duly authorized, executed and delivered by such subsidiary and constitute legal, valid, binding and enforceable obligations of such subsidiary.

The guarantee of any Guarantor is referred to herein as a “guarantee”.

As used herein, the term “Eurobonds” means the €500 million of 5.25% bonds due January 2015 issued by WPP Finance S.A., the €600 million of 4.375% bonds due December 2013 issued by WPP 2008 Limited (formerly WPP Group plc) and the €750 million of 6.625% bonds due in 2016 issued by WPP 2008 Limited (formerly WPP Group plc); the term “Sterling bonds” means the £400 million of 6% bonds due April 2017 issued by WPP 2008 Limited (formerly WPP Group plc), the £200 million of 6.375% bonds due November 2020 issued by WPP Finance S.A. and the £450 million of 5.75% convertible bonds due May 2014 issued by WPP plc; and the term “USA notes” means the $650 million of 5.875% notes due June 2014 issued by WPP Finance (UK).

Notwithstanding the foregoing, neither WPP Air 3 Limited, a wholly owned direct subsidiary of WPP Air 1 Limited and a guarantor of the £450 million of 5.75% convertible bonds due May 2014, nor Young & Rubicam Brands US Holdings, a wholly owned indirect subsidiary of WPP Air 1 Limited and a guarantor of the USA notes, will be required to become a guarantor of any notes issued under the indenture.

Ranking of the Debt Securities and the Guarantees

WPP plc is a holding company and its principal assets are shares that it holds in its subsidiaries. WPP plc currently conducts all of its operations through its subsidiaries, and none of its subsidiaries other than the Issuer and the Subsidiary Guarantors will have any obligations with respect to the debt securities, subject to the requirement for subsidiaries to provide guarantees in the future as described above under the caption “—Guarantees”. As a result, the debt securities will be structurally subordinated to claims of creditors (including trade creditors and preferred stockholders, if any) of each of WPP plc’s subsidiaries other than the Issuer and the Subsidiary Guarantors (and any other entities that become subsidiary Guarantors).

The debt securities will not be secured by any of the Issuer’s assets or properties. As a result, by owning the debt securities, you will be one of the Issuer’s unsecured creditors. The debt securities will not be subordinated to any of the Issuer’s other unsecured debt obligations. In the event of a bankruptcy or liquidation proceeding against the Issuer, the debt securities would rank equally in right of payment with all of the Issuer’s other unsecured and unsubordinated debt obligations.

The guarantees of the debt securities will not be secured by any of the assets or properties of the Guarantors. As a result, if a Guarantor is required to pay under the guarantees, holders of the debt securities would be unsecured creditors of such Guarantor. The guarantees will not be subordinated to any of the Guarantors’ other unsecured debt obligations. In the event of a bankruptcy or liquidation proceeding against the Guarantors, the guarantees would rank equally in right of payment with all of the Guarantors’ other unsecured and unsubordinated debt obligations.

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The indenture provides that each holder of debt securities offered pursuant to this prospectus consents to any Guarantor applying to a court of competent jurisdiction for an order sanctioning a reduction in any of its share capital accounts including, without limitation, by re-characterizing any sum standing to the credit of a share premium account as a distributable reserve. The indenture provides that each holder agrees that the trustee, on behalf of the holder, is authorized and directed to give its consent to any such reduction.

Stated Maturity and Maturity

The day on which the principal amount of the debt securities is scheduled to become due is called the “stated maturity” of the principal. The principal may become due before the stated maturity by reason of redemption, repurchase or acceleration after a default. The day on which the principal actually becomes due, whether at the stated maturity or earlier, is called the “maturity” of the principal.

We also use the terms “stated maturity” and “maturity” to refer to the dates when interest payments become due. For example, we may refer to a regular interest payment date when an installment of interest is scheduled to become due as the “stated maturity” of that installment. When we refer to the “stated maturity” or the “maturity” of the debt securities without specifying a particular payment, we mean the stated maturity or maturity, as the case may be, of the principal.

Form and Denominations

The debt securities will be issued only in registered form without coupons and in denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof, unless otherwise specified in the applicable prospectus supplement.

Except in limited circumstances, the debt securities will be issued in the form of global debt securities. See “Form of Securities, Clearing and Settlement.”

Further Issues

Unless otherwise specified in the applicable prospectus supplement, the Issuer reserves the right, from time to time without the consent of holders of a series of debt securities, to issue additional debt securities of the same series on terms and conditions identical to those of the debt securities, which additional debt securities will increase the aggregate principal amount of, and will be consolidated and form a single series with, such debt securities.

Payment Provisions

Payments on the Debt Securities

The Issuer will pay interest on the debt securities on the interest payment dates stated in the applicable prospectus supplement and at maturity. Each payment of interest due on an interest payment date or at maturity will include interest accrued from and including the last date to which interest has been paid or made available for payment, or from the issue date, if none has been paid or made available for payment, to but excluding the relevant payment date.

For interest due on a debt security on an interest payment date, the Issuer will pay the interest to the holder in whose name the debt security is registered at the close of business on the regular record date relating to the interest payment date. For interest due at maturity but on a day that is not an interest payment date, the Issuer will pay the interest to the person or entity entitled to receive the principal of the debt security. For principal due on a debt security at maturity, the Issuer will pay the amount to the holder of the debt security against surrender of the debt security at the proper place of payment.

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Unless otherwise specified in the applicable prospectus supplement, the Issuer will compute interest on debt securities bearing interest at a fixed rate on the basis of a 360-day year of twelve 30-day months.

The regular record dates relating to the interest payment dates for any debt security will be set forth in the applicable prospectus supplement.

Payments on Global Debt Securities. For debt securities issued in global form, the Issuer will make payments on the debt securities in accordance with the applicable policies of The Depository Trust Company or other depositary as in effect from time to time. Under those policies, the Issuer will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in a global debt security. An indirect holder’s right to receive those payments will be governed by the rules and practices of the depositary and its participants.

Payments on Certificated Debt Securities. For debt securities issued in certificated form, the Issuer will pay interest that is due on an interest payment date by check mailed on the interest payment date to the holder at the holder’s address shown on the trustee’s records as of the close of business on the regular record date, and the Issuer will make all other payments by check to the paying agent described below, against surrender of the debt security. All payments by check may be made in next-day funds, that is, funds that become available on the day after the check is cashed. If the Issuer issues debt securities in certificated form, holders of debt securities in certificated form will be able to receive payments of principal and interest on their debt securities at the office of the Issuer’s paying agent maintained in New York City.

Payment When Offices Are Closed

If any payment is due on a debt security on a day that is not a business day, the Issuer will make the payment on the day that is the next business day. Payments postponed to the next business day in this situation will be treated under the indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the debt securities, guarantees or the indenture. No interest will accrue on the postponed amount from the original due date to the next day that is a business day.

“Business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City or London generally are authorized or obligated by law, regulation or executive order to close.

Paying Agents

If the Issuer issues debt securities in certificated form, the Issuer may appoint one or more financial institutions to act as its paying agents, at whose designated offices the debt securities may be surrendered for payment at their maturity. The Issuer may add, replace or terminate paying agents from time to time, provided that if any debt securities are issued in certificated form, so long as such debt securities are outstanding, the Issuer will maintain a paying agent in New York City. The Issuer may also choose to act as its own paying agent. Initially, the Issuer has appointed the trustee, at its corporate trust office in New York City, as a paying agent. The Issuer must notify you of changes in the paying agents as described under “—Notices” below.

In addition, the Issuer will undertake to maintain paying agents having offices in at least two major European cities and a paying agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

Unclaimed Payments

All money paid by the Issuer or a Guarantor to a paying agent that remains unclaimed at the end of two years after the amount is due to a holder will be repaid to the Issuer or such Guarantor. After that two-year period, the holder may look only to the Issuer and the Guarantors for payment and not to the trustee, any other paying agent or anyone else.

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Payment of Additional Amounts

All payments in respect of the debt securities of a series and the related guarantees shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, levies, assessments or governmental charges of whatever nature (“taxes”) imposed or levied by or on behalf of (i) the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or any of the Guarantors is incorporated or resident (or deemed for tax purposes to be resident), (ii) the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or any Guarantor makes payment on the debt securities or the guarantees, or (iii) the United States or any political subdivision or taxing authority thereof or therein (each, an “applicable taxing jurisdiction”), unless such taxes are required by the applicable taxing jurisdiction to be withheld or deducted. In that event, the Issuer or the Guarantors will pay by way of additional interest on the debt securities of such series such additional amounts of, or in respect of, principal, premium, if any, and interest (“additional amounts”) as will result (after deduction of such taxes and any additional taxes payable in respect of such additional amounts) in the payment to each holder of the debt securities of such series of the amounts that would have been payable in respect of such debt security or guarantee had no such withholding or deduction been required, except that no additional amounts shall be so payable for or on account of:

(1) any taxes that would not have been imposed but for the fact that such holder:

(a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the applicable taxing jurisdiction or otherwise had some connection with the applicable taxing jurisdiction other than the mere ownership of, or receipt of payment under, such debt security or guarantee;

(b) presented (if presentation is required) such debt security or guarantee for payment in the applicable taxing jurisdiction, unless such debt security or guarantee could not have been presented for payment in another member state of the European Union; or

(c) presented (if presentation is required) such debt security or guarantee, as the case may be, more than 30 days after the date on which the payment in respect of such debt security first became due and payable or provided for, whichever is later, except to the extent that the holder would have been entitled to such additional amounts if it had presented such debt security or guarantee for payment on any day within such period of thirty (30) days;

(2) any estate, inheritance, gift, sale, transfer, personal property or similar taxes;

(3) any taxes that are payable otherwise than by withholding or deduction from payments of, or in respect of, principal, premium, if any, or interest on such debt security or guarantee, as the case may be;

(4) any taxes that are imposed or withheld by reason of the failure to comply by the holder or the beneficial owner of a debt security of such series with a request from the Issuer or any Guarantor addressed to the holder and received by such holder at least thirty (30) days prior to the first payment date with respect to which such information is required (a) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (a) or (b), is required or imposed by a statute, treaty, regulation or administrative practice of the applicable taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(5) any tax imposed on a payment to an individual and required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive;

(6) any taxes payable by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant debt security of such series or related guarantee to another paying agent in a member state of the European Union; or

(7) any combination of items (1), (2), (3), (4), (5) and (6);

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nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any such debt security or guarantee to any holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the applicable taxing jurisdiction to be included in the income for tax purposes of a beneficiary or settler with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the holder of the debt security.

Whenever there is mentioned, in any context, the payment in respect of the debt securities of a series or the related guarantees, such mention shall be deemed to include mention of the payment of additional amounts provided for in the indenture to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the indenture.

Redemption and Optional Repurchase

The Issuer will not be permitted to redeem the debt securities of a series before their stated maturity, except as set forth below. The debt securities will not be entitled to the benefit of any sinking fund—meaning that the Issuer will not deposit money on a regular basis into any separate account to repay your debt securities. In addition, you will not be entitled to require the Issuer or the Guarantors to repurchase your debt securities from you before their stated maturity, except as set forth below.

Optional Redemption

If so indicated in the applicable prospectus supplement, the Issuer will be entitled, at its option, to redeem some or all of the outstanding debt securities of a series from time to time at the redemption price set forth in the applicable prospectus supplement. If the debt securities of a series are redeemable only on or after a specified date or upon the satisfaction of additional conditions, the prospectus supplement will specify the date or describe the conditions. In each case the Issuer will also pay you accrued and unpaid interest, if any, to, but excluding, the redemption date. Debt securities of a series will stop bearing interest on the redemption date, even if you do not collect your money.

Tax Redemption

If as the result of any change in or any amendment to the laws, regulations or published tax rulings of the applicable taxing jurisdiction affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to the debt securities or the guarantees, which change or amendment becomes effective on or after the original issue date of the debt securities of a series, it is determined by the Issuer and the Guarantors that the Issuer or a Guarantor (x) would be required to pay any additional amounts pursuant to the indenture or the terms of any debt security of such series or related guarantee in respect of interest on the next succeeding interest payment date (assuming, in the case of a Guarantor, a payment in respect of such interest were required to be made by such Guarantor under its guarantee thereof on such interest payment date), and (y) such obligation cannot be avoided by the Issuer or such Guarantor taking reasonable measures available to the Issuer or such Guarantor (including by having payments with respect to the debt securities or guarantees made by the Issuer or a Guarantor that would not be required to pay any additional amounts), the Issuer may, at the Issuer’s option, redeem all (but not less than all) the debt securities of such series at any time, upon not less than 30 nor more than 60 days’ written notice as provided in the indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including additional interest and additional amounts, if any) to, but excluding, the date fixed for redemption; provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or such Guarantor would be obligated to pay such additional amounts were a payment in respect of the debt securities of such series or related guarantees, as the case may be, then due and (b) at the time any such redemption notice is given, such obligation to pay such additional amounts must remain in effect. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the trustee (i) an opinion of independent legal adviser of recognized standing in the relevant jurisdiction to the

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effect that the Issuer or a Guarantor would be required to pay additional amounts on the next payment in respect of the debt securities of such series and (ii) an officers’ certificate to the effect that such obligation cannot be avoided by the Issuer or such Guarantor, taking reasonable measures available to the Issuer or the Guarantor, and the trustee shall be entitled to accept such opinion and officers’ certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the holders of the debt securities.

If (1) the Issuer or the Guarantors shall have on any date (the “succession date”) consolidated with or merged into, or conveyed or transferred or leased all or substantially all of the Issuer’s or the Guarantors’ properties and assets to any successor person (as defined in the indenture) that is organized under the laws of any jurisdiction other than the jurisdiction in which the Issuer or any Guarantor is organized, (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular series of debt securities or related guarantees, which change or amendment becomes effective on or after the succession date, such successor person would be required to pay any additional amounts pursuant to the indenture or the terms of the debt securities of such series or the related guarantees in respect of interest on any debt securities on the next succeeding interest payment date, and (3) such obligation cannot be avoided by the successor person taking reasonable measures available to it, the Issuer or such successor person may at the Issuer’s or such successor person’s option, redeem all (but not less than all) of the debt securities of such series, upon not less than 30 nor more than 60 days’ written notice as provided in the indenture, at a redemption price equal to 100% of the principal amount thereof plus accrued interest (including additional interest) to, but excluding, the date fixed for redemption and additional amounts, if any; provided, however, that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a successor person would be obligated to pay such additional amounts were a payment in respect of the debt securities or the related guarantees, as the case may be, then due, and (2) at the time any such redemption notice is given, such obligation to pay such additional amounts must remain in effect. Prior to the publication of any notice of redemption pursuant to this paragraph, the successor person shall deliver to the trustee (i) an opinion of independent legal adviser of recognized standing in the relevant jurisdiction to the effect that such successor person would be required to pay additional amounts on the next payment in respect of the debt securities and (ii) an officers’ certificate to the effect that such obligation cannot be avoided by the successor person taking reasonable measures available to it, and the trustee shall be entitled to accept such opinion and officers’ certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the holders of the debt securities.

Optional Repurchase

If so indicated in the applicable prospectus supplement, holders will be entitled, at their option, to require the Issuer to repurchase some or all of their outstanding debt securities of a series from time to time at the repurchase price set forth in the applicable prospectus supplement. If the debt securities are subject to repurchase only on or after a specified date or upon the satisfaction of additional conditions, the prospectus supplement will specify the date or describe the conditions. In each case the Issuer will also pay you accrued and unpaid interest, if any, to, but excluding, the repurchase date. Debt securities as to which repurchase rights are exercised will stop bearing interest on the repurchase date, even if you do not collect your money.

Covenants

The following covenants will apply to WPP plc and its Restricted Subsidiaries (as defined below) for so long as any debt security remains outstanding. These covenants restrict WPP plc’s ability and the ability of these subsidiaries to enter into certain transactions. However, these covenants do not limit the ability of any entity to incur indebtedness or require compliance with financial ratios or the maintenance of specified levels of net worth or liquidity.

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Negative Pledge

Pursuant to the indenture, for so long as any of the debt securities remain outstanding, WPP plc will not, and will not permit its Restricted Subsidiaries to, create, suffer or permit to subsist any mortgage, charge, pledge, lien or other security interest (each, a “Security Interest” and, collectively, “Security Interests”) on the whole or any part of our or their respective present or future assets (other than Permitted Security Interests) without making effective provision whereby all the debt securities shall be directly secured equally and ratably with the obligation secured by such Security Interest.

If, as provided above under “—Guarantees”, a direct or indirect parent of WPP plc becomes a Guarantor of the debt securities, then the foregoing covenant shall cease to have effect and it shall be replaced by a covenant providing that, for so long as any of the debt securities remain outstanding, the Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, create, suffer or permit to subsist any Security Interest on the whole or any part of our or their respective present or future assets (other than Permitted Security Interests) without making effective provision whereby all the debt securities shall be directly secured equally and ratably with the obligation secured by such Security Interest.

Limitation on Sale and Leaseback Transactions

Pursuant to the indenture, for so long as any of the debt securities remain outstanding, WPP plc will not, and will not permit its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including WPP plc or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by WPP plc or such Subsidiary for a period, including renewals, in excess of three years of any assets that have been owned by WPP plc or any Restricted Subsidiary for more than 270 days and which have been or are to be sold or transferred by WPP plc or any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such assets (a “sale and leaseback transaction”) unless WPP plc or such Restricted Subsidiary applies, within one year after the sale or transfer will have been made by WPP plc or such Restricted Subsidiary, an amount equal to the net proceeds of the sale of the assets sold and leased back pursuant to such arrangement (a) to the retirement of Indebtedness incurred, assumed or guaranteed by WPP plc or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Indebtedness or (b) to investment in any of WPP plc’s assets or the assets any of our Subsidiaries.

Notwithstanding the foregoing, WPP plc or any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to their respective assets in addition to those permitted above; provided, however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, WPP plc or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the debt securities shall be directly secured equally and ratably with such Indebtedness.

If, as provided above under “—Guarantees”, a direct or indirect parent of WPP plc becomes a Guarantor of the debt securities, then the foregoing covenant shall cease to have effect and it shall be replaced by a covenant providing that, for so long as any of the debt securities remain outstanding, the Parent Guarantor will not, and it will not permit any of its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Parent Guarantor or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Parent Guarantor or any such Subsidiary for a period, including renewals, in excess of three years of any assets which have been owned by the Parent Guarantor or any of its Restricted Subsidiaries for more than 270 days and which have been or are to be sold or transferred by the Parent Guarantor or any of its Restricted Subsidiaries to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such assets (a “sale and leaseback transaction”) unless the Parent Guarantor applies or such Restricted

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Subsidiary applies, within one year after the sale or transfer will have been made by the Parent Guarantor or such Restricted Subsidiary, an amount equal to the net proceeds of the sale of the assets sold and leased back pursuant to such arrangement (a) to the retirement of Indebtedness incurred, assumed or guaranteed by the Parent Guarantor or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Indebtedness or (b) to investment in any of assets of the Parent Guarantor or the assets any of its Subsidiaries.

Notwithstanding the foregoing, the Parent Guarantor or any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to its or their respective assets in addition to those permitted above; provided, however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, the Parent Guarantor or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the debt securities shall be directly secured equally and ratably with such Indebtedness.

Consolidation, Merger, Conveyance, Transfer or Lease

The indenture provides that for so long as any of the debt securities are outstanding, neither the Issuer nor any Guarantor may consolidate with or merge with or into any other person, or convey, transfer or lease of all or substantially all of its properties and assets to any person, unless (i) any person formed by such consolidation or into which the Issuer or such Guarantor is merged or to whom the Issuer or such Guarantor has conveyed, transferred or leased all or substantially all of its properties and assets is a corporation, partnership, trust, company or other entity organized and validly existing under the laws of the United Kingdom or any jurisdiction thereof, Jersey, any jurisdiction included from time to time in the European Union (or its successors), the United States, any state thereof or the District of Columbia, and such person expressly assumes, by a supplemental indenture executed and delivered to the trustee, the Issuer’s or such Guarantor’s obligations on the debt securities or the guarantees, as the case may be, and under the indenture (including any obligation to pay any additional amounts and, in the case of a Guarantor, the performance or observation of its guarantees), (ii) in the case of such consolidation, merger, conveyance, transfer or lease by the Issuer or any Guarantor, immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, (iii) any such person, or any Parent of such person, shall expressly agree by a supplemental indenture, among other things, to indemnify the holder of each debt security against (a) any tax, duty, levy, assessment or governmental charge imposed on such holder or required to be withheld or deducted from any payment to such holder as a consequence of such consolidation, merger, conveyance, transfer or lease and (b) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease and (iv) certain other conditions are met. Notwithstanding the foregoing, this covenant shall not apply to any conveyance, transfer or lease of all or substantially all of the properties and assets of any entity to the extent that the person to which such properties or assets are conveyed, transferred or leased is a Guarantor of the debt securities or becomes a Guarantor of the debt securities concurrent with any such conveyance, transfer or lease of all or substantially all of our or its properties and assets, or is a wholly-owned subsidiary of any such Guarantor or person who so becomes a Guarantor.

Provision of Information

WPP plc or any Parent Guarantor will furnish the trustee with copies of WPP plc’s annual report or any Parent Guarantor’s annual report and the information, documents and other reports that WPP plc, or any Parent Guarantor is required to file with or furnish to the SEC pursuant to Section 13 or 15(d) of the Exchange Act, including annual reports on Form 20-F and reports on Form 6-K or copies of the information included in such reports on Form 6-K. In addition, to the extent that such reports are not available on the SEC’s website or our or any Parent Guarantor’s website, WPP plc or any Parent Guarantor will make the same information, documents and other reports available, at its expense, to holders who so request in writing.

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If any of WPP plc’s executive officers becomes aware that a default or event of default or an event that with notice or the lapse of time would be an event of default has occurred and is continuing, as the case may be, WPP plc will also file a certificate with the trustee describing the details thereof and the action we are taking or propose to take.

For so long as the debt securities are listed on a securities exchange, WPP plc or any Parent Guarantor will make any reports or other information supplied to the trustee pursuant to this covenant available at the office of WPP plc’s paying agent or transfer agent in the jurisdiction where such exchange is located and will notify such exchange of the occurrence of any event of default and, prior to publication of notice of such event of default in the jurisdiction where such exchange is located, submit a draft of the notice to such exchange.

Definitions

“Indebtedness” means any indebtedness of any person for money borrowed, whether incurred, assumed or guaranteed, and including obligations under capitalized leases.

“Permitted Security Interests” means:

(1) Security Interests arising by operation of law in the ordinary course of business including, without limitation, statutory liens and encumbrances;

(2) any Security Interest over the assets and/or revenues of a company which became or becomes a Subsidiary of the Issuer or a Guarantor after the date of the indenture and which Security Interest is in existence or contracted to be given as at the date it becomes a Subsidiary (and which was not created in contemplation of it becoming a Subsidiary);

(3) those Security Interests existing at the date of the indenture;

(4) Security Interests securing the performance of bids, tenders, bonds, leases, contracts (other than in respect of Indebtedness), statutory obligations, surety, customs and appeal bonds and other obligations of like nature (but not including obligations in respect of Indebtedness) incurred in the ordinary course of business;

(5) Security Interests arising out of judgments or awards which are being contested in good faith and with respect to which an appeal or proceeding for review has been instituted or the time for doing so has not yet expired;

(6) Security Interests upon any property which are created or incurred contemporaneously with the acquisition of such property to secure or provide for the payment of any part of the purchase price of such property (but no other amounts); provided that any such Security Interest shall not apply to any other property of the purchaser thereof;

(7) any Security Interest arising out of title retention provisions in a supplier’s conditions of supply of goods or services acquired by WPP plc or any of its Subsidiaries in the ordinary course of business;

(8) any right of any bank or financial institution of combination or consolidation of accounts or right to set-off or transfer any sum or sums standing to the credit of any account (or appropriate any securities held by such bank or financial institution) in or towards satisfaction of any present or future liabilities to that bank or financial institution;

(9) any Security Interest securing Indebtedness re-financing Indebtedness secured by Security Interests permitted by clauses (2), (3) or (6) above or this clause (9); provided that the maximum principal amount of the Indebtedness secured by such Security Interests at the time of such refinancing is not increased and such Security Interests do not extend to any assets which were not subject to the Security Interests securing the re-financed Indebtedness;

(10) Security Interests in favor of WPP plc or any of its Restricted Subsidiaries or, after the time that the debt securities are guaranteed by a Parent Guarantor, Security Interests in favor of the Parent Guarantor or any of its Restricted Subsidiaries;

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(11)(a) any Security Interests created or outstanding on or over any of the assets of WPP plc or any of its Subsidiaries issued in connection with an accounts receivable purchase facility, provided that the aggregate outstanding amount secured by such Security Interests permitted by this clause (11)(a) created or outstanding shall not at any time exceed 15% of the total assets (meaning fixed assets plus current assets as shown on our consolidated financial statements) of WPP plc as reported at the most recent year-end or (b) after the time that the debt securities are guaranteed by a Parent Guarantor (following which time clause (11)(a) shall cease to have effect), any Security Interests created or outstanding on or over any of the Parent Guarantor’s assets or the assets of any of its Subsidiaries issued in connection with an accounts receivable purchase facility provided that the aggregate outstanding amount secured by such Security Interests permitted by this clause (11)(b) created or outstanding shall not at any time exceed 15% of the total assets (meaning fixed assets plus current assets as shown on our consolidated financial statements) of the Parent Guarantor as reported at the most recent year-end (or if the Parent Guarantor did not file reports as of the most recent year-end, 15% of the total assets (meaning fixed assets plus current assets as shown on our consolidated financial statements) of WPP plc as reported at the most recent year-end as reported by WPP plc); and

(12)(a) any other Security Interest created or outstanding on or over any of the assets of WPP plc or any of its Restricted Subsidiaries; provided that the aggregate outstanding amount secured by all such Security Interests permitted by this clause (12)(a) created or outstanding shall not at any time exceed $40,000,000 or (b) after the time that the debt securities are guaranteed by a Parent Guarantor (following which time clause (12)(a) shall cease to have effect), any other Security Interest created or outstanding on or over any of the Parent Guarantor’s assets or the assets of any of its Restricted Subsidiaries; provided, further, that the aggregate outstanding amount secured by all such Security Interests permitted by this clause (12)(b) created or outstanding shall not at any time exceed $40,000,000.

“Restricted Subsidiary” means any Subsidiary whose consolidated revenue shall have exceeded 5% of the consolidated revenues of WPP plc and its Subsidiaries taken as a whole for that financial year or any other Subsidiary designated by WPP plc from time to time as a Restricted Subsidiary in WPP plc’s sole discretion; provided, that after the time that the debt securities are guaranteed by a Parent Guarantor, “Restricted Subsidiary” shall be any Subsidiary whose consolidated revenue shall have exceeded 5% of the consolidated revenues of the Parent Guarantor and its Subsidiaries taken as a whole for that financial year (or if the Parent Guarantor has existed for less than one year, 5% of the consolidated revenues of WPP plc and its Subsidiaries taken as a whole for that financial year), or any other Subsidiary designated by the Parent Guarantor from time to time as a Restricted Subsidiary in the Parent Guarantor’s sole discretion.

“Subsidiary” of a specified person means that specified person holds a majority of the voting rights in it, or is a member of it and has the right to appoint or remove a majority of its board of directors or is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it, or if it is a subsidiary of a company which is itself a subsidiary of that specified person.

Events of Default and Remedies

The following are events of default (“Events of Default”) under the indenture with respect to the debt securities of a series or to the related guarantees: (a) failure to pay principal of or any premium on any debt securities of such series when due; (b) failure to pay any interest (including additional amounts, if any) on any debt securities of such series when due, continued for 30 days; (c) failure by the Issuer or any Guarantor to perform any other covenant or warranty in the debt securities of such series or the indenture (other than a covenant or warranty included in the indenture solely for the benefit of a different series of the debt securities) continued for 45 days after written notice has been given by the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of such series, as provided in the indenture; (d) default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Issuer or any Guarantor in an amount in excess of U.S.$25,000,000 (or the equivalent thereof in other

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currencies or currency units) which default shall have resulted in such indebtedness being accelerated prior to the date on which it would otherwise become due and payable, unless such indebtedness is discharged or such acceleration is rescinded or annulled within 10 days after written notice as provided in the indenture has been given by the trustee; (e) any guarantee of such series of debt securities is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any person acting on behalf of any Guarantor, denies or disaffirms its obligations under the guarantees of such series of debt securities; and (f) certain events of bankruptcy, insolvency, examinership, reorganization, or désastre proceedings of the Issuer, any Guarantor or any of WPP plc’s “significant subsidiaries” (as defined in Regulation S-X under the U.S. Securities Act of 1933, as amended).

If an Event of Default (other than an Event of Default set forth in clause (f) above) with respect to the debt securities of a series occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of such series then outstanding by notice as provided in the indenture may declare the aggregate principal amount of all the debt securities of such series to be due and payable immediately. After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the debt securities of such series then outstanding may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of amounts due solely because of such acceleration, have been cured or waived as provided in the indenture. For information as to waiver of defaults, see “—Modification and Waiver.”

An Event of Default for one series of debt securities will not necessarily constitute an event of default for any other series of debt securities issued under the indenture.

Subject to the provisions of the indenture relating to the duties of the trustee in case an Event of Default shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders shall have offered to the trustee security or indemnity reasonably satisfactory to it. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the debt securities of a series then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to such series of debt securities.

No holder of a debt security will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless (1) such holder has previously given to the trustee written notice of a continuing Event of Default with respect to the debt securities of such series, (2) the holders of at least 25% in aggregate principal amount of the debt securities of such series then outstanding have made written request, and such holder or holders have offered, to the trustee indemnity reasonably satisfactory to it to institute such proceeding as trustee and (3) the trustee has failed to institute such proceeding, and has not received from the holders of a majority in aggregate principal amount of the debt securities of such series then outstanding a direction inconsistent with such request, within 60 days after receipt of such notice, request and offer. Such limitations do not apply, however, to a suit instituted by a holder of a debt security for the enforcement of payment of the principal, premium, if any, or interest (including additional amounts, if any) on such debt security on or after the applicable due date specified in such debt security.

Modification and Waiver

Modifications and amendments of the indenture may be made by the Issuer, the Guarantors and the trustee with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of a series affected thereby; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security of the series affected thereby, among other things, (1) change the stated maturity of the principal of, or any installment of principal of or premium or interest (including additional amounts, if any), on, any debt securities of such series or change the obligation of the Issuer or the Guarantors to

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pay any additional amounts, (2) reduce the principal amount of, or rate of interest (or additional amounts, if any), on, or any premium payable upon the redemption or repurchase of, any debt securities of such series, (3) change the place of payment where, or the currency in which, any debt securities of such series or any premium or interest (including additional amounts, if any) thereon is payable, (4) impair the right to institute suit for the enforcement of any payment on or with respect to any debt securities of such series on or after the stated maturity or redemption or repurchase date, (5) reduce the percentage in principal amount of outstanding debt securities of such series, the consent of whose holders is required for modification or amendment of the indenture or for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults, (6) change in any manner adverse to the holders of the outstanding debt securities of such series the terms and conditions of the obligations of any Guarantor under its guarantee in respect of the debt securities of such series in respect of the due and punctual payment of the principal thereof and any premium or interest (including additional amounts, if any) thereon, or (7) modify such provisions with respect to modification and waiver.

The indenture may also be modified or amended without the consent of holders of a series of debt securities, among other things, (1) to evidence the succession of another person to the Issuer or a Guarantor in accordance with certain requirements set forth in the indenture, (2) to add to the covenants of the Issuer or a Guarantor for the benefit of holders of such series of debt securities or to surrender any power conferred upon the Issuer or a Guarantor, (3) to add any Events of Default, (4) to add or to change provisions of the indenture to permit or facilitate the issuance of debt securities in bearer form, Registrable or not Registrable or uncertificated form, (5) to add to or change or eliminate any of the provisions of the indenture; provided that any such addition, change or elimination (a) will not apply to any debt securities created prior thereto, (b) will not modify the rights of the holder of any such debt security with respect to such provision or (c) will only apply to future issuances, (6) to modify the restrictions on transferability of the debt securities of a series in order to comply with applicable law. (7) to secure the debt securities of such series or the related guarantees, (8) to establish the form or terms of debt securities as permitted by the indenture, (9) to provide for successor or additional trustees, (10) to cure any ambiguity, to correct or supplement any provision which may be inconsistent with any other provision or to make any other provisions with respect to matters or questions arising under the indenture, provided such action shall not adversely affect the interests of any holders of such series of debt securities, (11) to conform the terms of such series of debt securities with the description thereof set forth in the prospectus supplement and prospectus related thereto, (12) to add one or more additional guarantors, (13) to cure any ambiguity, to correct or supplement any provisions of the indenture which may be defective or inconsistent with any other provision of the indenture; provided that such action does not adversely affect the interests of holders of debt securities of any series in any material respect, (14) to amend the indenture to conform to the provisions of the Trust Indenture Act or (15) to make any other change that does not adversely affect the interests of the holders of such series of debt securities in any material respect.

The holders of a majority in aggregate principal amount of the outstanding debt securities of a series may, on behalf of all holders of such series of debt securities, waive compliance by the Issuer and/or a Guarantor with certain restrictive provisions of the indenture. The holders of a majority in aggregate principal amount of the outstanding debt securities of a series may, on behalf of all holders of such series of debt securities, waive any past default under the indenture and its consequences, except a default in the payment of principal of, premiums if any, or interest (including additional amounts, if any) on, any outstanding debt security of such series or in respect of a covenant or provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of such series.

Except in certain limited circumstances, the Issuer or a Guarantor will be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities of a series entitled to give or take any direction, notice, consent, waiver or other action under the indenture, in the manner and subject to the limitations provided in the indenture. If a record date is set for any action to be taken by holders, such action may be taken only by persons who are holders of outstanding debt securities of such series on the record date. To be effective, such action must be taken by holders of the requisite aggregate principal amount of such debt securities within a specified period following the record date. For any particular record date, this period will be 180 days or such shorter period as may be specified by the Issuer or a Guarantor, and may be shortened or lengthened (but not beyond 180 days) from time to time.

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Defeasance

The indenture provides that the Issuer and the Guarantors (i) will be deemed to have been discharged from any and all obligations in respect of the debt securities of a series and the related guarantees (except for certain obligations to register the transfer of or exchange such debt securities, to replace stolen, lost, destroyed or mutilated notes) upon satisfaction of certain requirements (including, without limitation, providing such security or indemnity as the trustee and the Issuer may require), to maintain Paying Agents, to pay additional amounts and to hold certain moneys in trust for payment) or (ii) need not comply with certain restrictive covenants of the indenture (including those described under “—Certain Covenants—Negative Pledge” and “—Certain Covenants —Limitation on Sale and Leaseback Transactions”), in each case if the Issuer or a Guarantor deposits, in trust with the trustee, money in an amount, or U.S. Government Obligations (as defined in the indenture) that through the scheduled payment of principal and interest (including additional amounts, if any) in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or a combination thereof, in each case sufficient to pay all the principal of, and any premium and interest (including additional amounts, if any) on, the debt securities of such series on the dates such payments are due in accordance with the terms of the indenture and such debt securities. In connection with exercising the option pursuant to clause (i) or (ii) above, the Issuer is required to deliver to the trustee (x) opinions of counsel stating that (a) the beneficial owners of the debt securities of such series will not recognize gain or loss for U.S. federal income tax purposes or be subject to any taxes or recognize gain or loss for income tax purposes in the jurisdictions in which the Issuer is organized, resident or carries on business as a result of the exercise of such option and will be subject to U.S. federal income tax and income taxes, capital and other taxes, including withholding taxes, in such jurisdictions in the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, which in the case of clause (i) must be based on a change in law or published ruling by the U.S. Internal Revenue Service and (b) the deposit shall not result in the Issuer being deemed an “investment company” required to register under the U.S. Investment Company Act of 1940, as amended, (y) an officers’ certificate to the effect that debt securities of such series, if then listed on any securities exchange, will not be delisted as a result of such deposit and (z) an officers’ certificate and an opinion of counsel as to compliance with all applicable conditions precedent provided for in the indenture relating to the defeasance of such debt securities.

Notices

As long as the Issuer issues debt securities of a series in global form, notices to be given to holders of such debt securities will be given to DTC, in accordance with its applicable policies as in effect from time to time. If the Issuer issues debt securities in certificated form, notices to be given to holders will be sent by mail to the respective addresses of the holders as they appear in the trustee’s records, and will be deemed given when mailed. For so long as any debt securities are listed on any securities exchange, the Issuer will publish such notices as may be required by the rules and regulations of such securities exchange.

Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

Governing Law

The indenture, the debt securities and the guarantees will be governed by and construed in accordance with the laws of the State of New York.

Consent to Service of Process; Submission to Jurisdiction

The indenture will provide that the Issuer and the Guarantors will each appoint CT Corporation System, 111 Eighth Avenue, New York, New York 10011, as its authorized agent for service of process in any legal action or proceeding arising out of or in relation to the indenture, the debt securities or the guarantees brought in any Federal or state court in the Borough of Manhattan, The City of New York, New York, and the Issuer and the Guarantors will each irrevocably submit to the non-exclusive jurisdiction of such courts.

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Currency Indemnity

The obligations of the Issuer and the Guarantors under the debt securities of a series and the related guarantees, respectively, will be discharged only to the extent that the relevant holder is able to purchase U.S. dollars with any other currency paid to that holder in accordance with any judgment or otherwise. If the holder cannot purchase U.S. dollars in the amount originally to be paid, the Issuer and the Guarantors will pay the difference. The holder, however, agrees that, if the amount of U.S. dollars purchased exceeds the amount originally to be paid to such holder, the holder will reimburse the excess to the Issuer or the Guarantors, as the case may be. The holder will not be obligated to make this reimbursement if the Issuer or the Guarantors are in default of their respective obligations under the debt securities or the related guarantees.

Concerning the Trustee

Wilmington Trust Company has been appointed trustee under the indenture.

The indenture provides that the Issuer and the Guarantors will indemnify the trustee against any loss, liability or expense incurred without negligence or willful misconduct of the trustee in connection with the acceptance or administration of the trust created by the indenture.

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FORM OF SECURITIES, CLEARING AND SETTLEMENT

Global Securities

Unless otherwise specified in the applicable prospectus supplement, the following information relates to the form, clearing and settlement of the debt securities.

The debt securities will be issued in global form, without interest coupons. Debt securities issued in global form will be represented, at least initially, by one or more global debt securities. Upon issuance, global securities will be deposited with the trustee as custodian for The Depository Trust Company, known as DTC, and registered in the name of Cede & Co., as nominee of DTC. Ownership of beneficial interests in each global security will be limited to persons who have accounts with DTC, whom we refer to as DTC participants, or persons who hold interests through DTC participants. We expect that, under procedures established by DTC, ownership of beneficial interests in each global security will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global securities).

Beneficial interests in the global securities may be credited within DTC to Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, Luxembourg, on behalf of the owners of such interests. We refer to Euroclear S.A./N.V. and Clearstream Banking, société anonyme, Luxembourg, as “Euroclear” and “Clearstream,” respectively.

Investors may hold their interests in the global securities directly through DTC, Euroclear or Clearstream, if they are participants in those systems, or indirectly through organizations that are participants in those systems.

Beneficial interests in the global securities may not be exchanged for securities in physical, certificated form except in the limited circumstances described below.

Book-Entry Procedures for Global Securities

Interests in the global securities will be subject to the operations and procedures of DTC, Euroclear and Clearstream. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. We are not responsible for those operations or procedures.

DTC has advised that it is:

• a limited purpose trust company organized under the New York State Banking Law;

• a “banking organization” within the meaning of the New York State Banking Law;

• a member of the U.S. Federal Reserve System;

• a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers; banks and trust companies; clearing corporations; and certain other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

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So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee will be considered the sole owner or holder of the securities represented by that global security for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global security:

• will not be entitled to have securities represented by the global security registered in their names;

• will not receive or be entitled to receive physical, certificated securities; and

• will not be considered the registered owners or holders of the securities under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

As a result, each investor who owns a beneficial interest in a global security must rely on the procedures of DTC to exercise any rights of a holder of securities under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium, if any, and interest with respect to the securities represented by a global security will be made by the trustee to DTC’s nominee as the registered holder of the global security. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global security, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global security will be governed by standing instructions and customary practices and will be the responsibility of those participants or indirect participants and not of DTC, its nominee or us.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global security held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global securities in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global security from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global security to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global securities among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

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Certificated Securities

Beneficial interests in the global securities may not be exchanged for securities in physical, certificated form unless:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global securities and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;

• the Issuer, at its option, notifies the trustee that it elects to cause the issuance of certificated securities; or

• certain other events provided in the indenture occur, including the occurrence and continuance of an event of default with respect to the securities.

In all cases, certificated securities delivered in exchange for any global security will be registered in the names, and issued in any approved denominations, requested by the depository.

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PLAN OF DISTRIBUTION

At the time of offering any securities, we will supplement the following summary of the plan of distribution with a description of the offering, including the particular terms and conditions thereof, set forth in a prospectus supplement relating to those securities.

We may sell securities: (1) through underwriters or dealers; (2) directly to one or a limited number of institutional purchasers; or (3) through agents. Each prospectus supplement with respect to a series of securities will set forth the terms of the offering of those securities, including the name or names of any underwriters or agents, the price of such securities and the net proceeds to us from such sale, any underwriting discounts, commissions or other items constituting underwriters’ or agents’ compensation, any discount or concessions allowed or reallowed or paid to dealers and any securities exchanges on which those securities may be listed.

If underwriters are used in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices to be determined at the time of sale. We may offer the securities to the public either through underwriting syndicates of investment banking firms represented by managing underwriters, or directly through one or more such investment banking firms or others, as designated. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of the securities offered thereby if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

We may sell securities either directly to one or more institutional purchasers, or through agents designated by us from time to time. Any agent involved in the offer or sale of the securities will be named, and any commissions payable by us to such agent will be set forth in the applicable prospectus supplement. Unless otherwise indicated in such prospectus supplement, any such agent will be acting on a reasonable best efforts basis for the period of its appointment.

If indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase the securities from us at the public offering price set forth in the prospectus supplement plus accrued interest, if any, pursuant to delayed delivery contracts providing for payment and delivery on one or more specified dates in the future. Institutions with which such contracts may be made include commercial and saving banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all such cases we must approve such institutions. Such contracts will be subject only to those conditions set forth in such prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation of those contracts.

Agents and underwriters may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the U.S. Securities Act of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.

Agents and underwriters may engage in transactions with us or perform services for us in the ordinary course of business.

EXPERTS

The consolidated financial statements incorporated in the registration statement of which this prospectus forms a part by reference from WPP plc’s Annual Report on Form 20-F for the year ended December 31, 2008 and the effectiveness of our internal control over financial reporting have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their reports included therein, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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VALIDITY OF SECURITIES

Davis & Gilbert LLP will pass upon certain legal matters under New York law and U.S. federal law for us regarding the debt securities and guarantees. Allen & Overy LLP will pass upon certain legal matters under English law for us regarding the debt securities and guarantees. Mourant du Feu & Jeune will pass upon certain legal matters under Jersey law for us regarding the guarantees. A&L Goodbody will pass upon certain legal matters under Irish law for us regarding the guarantees.

ENFORCEABILITY OF CIVIL LIABILITIES

WPP Finance (UK) is a private unlimited liability company incorporated under the laws of England and Wales, WPP plc is a public company limited by shares incorporated under the laws of Jersey, WPP Air 1 Limited is a company limited by shares incorporated under the laws of Ireland and WPP 2008 Limited and WPP 2005 Limited are private limited liability companies incorporated under the laws of England and Wales. Some of the Issuer’s and the Guarantors’ directors and officers and certain of the experts named herein reside outside of the United States. In addition, a substantial portion of the Issuer’s and the Guarantor’s assets are located outside of the United States. As a result, it may be difficult or impossible for investors to effect service of process within the United States against the Issuer and the Guarantors or their respective directors and officers and certain experts or to enforce against any of them judgments, including those obtained in original actions or in actions to enforce judgments of the U.S. courts, predicated upon the civil liability provisions of the U.S. federal securities laws.

The Issuer and the Guarantors have expressly submitted to the jurisdiction of the U.S. federal or state courts sitting in the Borough of Manhattan, The City of New York for the purpose of any suit, action or procedure to enforce the debt securities or the guarantees and have appointed CT Corporation System, 111 Eighth Avenue, New York, NY 10011 to accept service of process in any such action.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement for debt securities and guarantees, including exhibits, that we have filed with the U.S. Securities and Exchange Commission, or the SEC, on Form F-3 under the U.S. Securities Act of 1933, as amended. This prospectus does not contain all of the information set forth in the registration statement. Statements made in this prospectus as to the contents of any contract, agreement or other document are not necessarily complete. We have filed certain of these documents as exhibits to our registration statement and we refer you to those documents. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

WPP plc files reports, including annual reports on Form 20-F, and furnishes other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with or furnished to the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Any documents WPP plc files or furnish electronically will be available to the public over the Internet at the SEC’s web site at www.sec.gov.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with or furnish to it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and certain later information that we file with or furnish to the SEC may automatically update and supersede earlier information filed with or furnished to the SEC or included in this prospectus or a prospectus supplement. We incorporate by reference the following documents:

• WPP plc’s annual report on Form 20-F for the year ended December 31, 2008, filed with the SEC on May 12, 2009 (SEC File No. 000-16350);

• any future annual reports on Form 20-F that WPP plc files with the SEC after the date of this prospectus and prior to the later of (i) the termination of the offering of the securities offered by this prospectus and (ii) if applicable, the date any underwriters stop offering securities; and

• any future reports on Form 6-K that WPP plc furnishes to the SEC after the date of this prospectus that are identified in such reports as being incorporated by reference in this prospectus.

You may request a copy of any and all of the information that has been incorporated by reference in this prospectus and that has not been delivered with this prospectus, at no cost, by writing or telephoning us at 6 Ely Place, Dublin 2, Ireland, Attention: Feona McEwan, Group Communications Director, telephone: 011-353-1-669-0333.

You should rely only on the information provided in this prospectus and the applicable prospectus supplement, as well as the information incorporated by reference. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus, the prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date on the front of the applicable document.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers.

Regulation 118 of Table A referenced in Article 1.1 of WPP Finance (UK)’s Articles of Association provides:

“Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the company”.

Article 148 of WPP plc’s Articles of Association provides:

“As far as the legislation allows, the Company may:

(a) indemnify any director of the Company (or of an associated body corporate) against any liability;

(b) indemnify a director of a company that is a trustee of an occupational pension scheme for employees (or former employees) of the Company (or of an associated body corporate) against liability incurred in connection with the company’s activities as trustee of the scheme;

(c) purchase and maintain insurance against any liability for any director referred to in (a) or (b) above; and

(d) provide any director referred to in (a) or (b) above with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such director to avoid incurring such expenditure).

The powers given by this article shall not limit any general powers of the Company to grant indemnities, purchase and maintain insurance or provide funds (whether by way of loan or otherwise) to any person in connection with any legal or regulatory proceedings or applications for relief.”

Article 35 of WPP Air 1 Limited’s Articles of Association provides:

“Subject to the Acts, every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favour or in which he is acquitted or in connection with any application under Section 391 of the Act in which relief is granted to him by the court. Regulation 138 of Part 1 of Table 1 will not apply.”

Article 122 of WPP 2008 Limited’s Articles of Association provides:

“(a) As far as the legislation allows, the Company may:

(i) indemnify any director of the Company (or of an associated body corporate) against any liability;

(ii) indemnify a director of a company that is a trustee of an occupational pension scheme for employees (or former employees) of the Company (or of an associated body corporate) against liability incurred in connection with the company’s activities as trustee of the scheme;

(iii) purchase and maintain insurance against any liability for any director referred to in (a) or (b) above; and

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(iv) provide any director referred to in (i) or (ii) above with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such director to avoid incurring such expenditure); and

(b) The powers given by this article shall not limit any general powers of the Company to grant indemnities, purchase and maintain insurance or provide funds (whether by way of loan or otherwise) to any person in connection with any legal or regulatory proceedings or applications for relief.

(c) Regulation 118 of Table A shall not apply.”

Article 136 of WPP 2005 Limited’s Articles of Association provides:

“Subject to the Statutes, every director or other officer (excluding an auditor) of the Company shall be indemnified out of the assets of the Company against all liabilities incurred by him in actual or purported execution or discharge of his duty or the exercise or purported exercise of his actual or purported execution or discharge of his duty or the exercise or purported exercise of his powers or otherwise in relation to or in connection with his duties, powers or offices but:

(a) this indemnity shall not apply to any liability to the extent that it is recovered from any other person; and

(b) the indemnity is subject to such officer taking all reasonable steps to effect such recovery, to the intent that the indemnity shall not apply where an alternative right of recovery is available and capable of being enforced.”

Articles 77 and 212 of the Companies (Jersey) Law 1991 (as amended), applicable to WPP plc, provide as follows:

77. Indemnity of officers and former officers

“(1) Subject to paragraphs (2) and (3), any provision, whether contained in the articles of, or in a contract with, a company or otherwise, whereby the company or any of its subsidiaries or any other person, for some benefit conferred or detriment suffered directly or indirectly by the company, agrees to exempt any person from, or indemnify any person against, any liability which by law would otherwise attach to the person by reason of the fact that the person is or was an officer of the company shall be void.

(2) Paragraph (1) does not apply to a provision for exempting a person from or indemnifying the person against:

(a) any liabilities incurred in defending any proceedings (whether civil or criminal);

(i) in which judgment is given in the person’s favour or the person is acquitted;

(ii) which are discontinued otherwise than for some benefit conferred by the person or on the person’s behalf or some detriment suffered by the person; or

(iii) which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), the person was substantially successful on the merits in the person’s resistance to the proceedings;

(b) any liability incurred otherwise than to the company if the person acted in good faith with a view to the best interests of the company;

(c) any liability incurred in connection with an application made under Article 212 in which relief is granted to the person by the court; or

(d) any liability against which the company normally maintains insurance for persons other than directors.

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(3) Nothing in this Article shall deprive a person of any exemption or indemnity to which the person was lawfully entitled in respect of anything done or omitted by the person before the coming into force of this Article.

(4) This Article does not prevent a company from purchasing and maintaining for any such officer insurance against any such liability.

212 Power of court to grant relief in certain cases

(1) If in proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor it appears to the court that that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that the person has acted honestly and that having regard to all the circumstances of the case (including those connected with his or her appointment) he or she ought fairly to be excused for the negligence, default, breach of duty or breach of trust, the court may relieve the person, either wholly or partly, from his or her liability on such terms as it thinks fit.

(2) If an officer or person mentioned in paragraph (1) has reason to apprehend that a claim will or might be made against the person in respect of negligence, default, breach of duty or breach of trust, he or she may apply to the court for relief; and the court on the application has the same power to relieve the person as it would have had if proceedings against him or her for negligence, default, breach of duty or breach of trust had been brought.”

WPP plc maintains an insurance policy for its directors and officers in respect of liabilities arising from any act, error or omission while acting in their capacities as directors or officers of WPP plc or any associated company.

Section 200 of the Companies Act 1963 of Ireland (as amended), applicable to WPP Air 1 Limited, provides as follow:

200 Avoidance of provisions exempting officers and auditors of company from liability

(1) Subject as hereinafter provided, any provision whether contained in the articles of a company or in any contract with a company or otherwise for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void, so, however, that-

(a) nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force; and

(b) notwithstanding anything in this section, a company may, in pursuance of any such provision as aforesaid, indemnify any such officer or auditor against any liability incurred by him in defending proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 391 or section 42 of the Companies (Amendment) Act, 1983 in which relief is granted to him by the court.

(2) Notwithstanding subsection (1), a company may purchase and maintain for any of its officers or auditors insurance in respect of any liability referred to in that subsection.

(3) Notwithstanding any provision contained in an enactment, the articles of a company or otherwise, a director may be counted in the quorum and may vote on any resolution to purchase or maintain any insurance under which the director might benefit.

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(4) Any directors’ and officers’ insurance purchased or maintained by a company before the date on which the amendments made to this section by the Companies (Auditing and Accounting) Act 2003 came into operation is as valid and effective as it would have been if those amendments had been in operation when that insurance was purchased or maintained.

(5) In this section a reference to an officer or auditor includes any former or current officer or auditor of the company, as the case may be.

Sections 232-235 and Section 1157 of the U.K. Companies Act 2006, applicable to WPP Finance (UK), WPP 2008 Limited and WPP 2005 Limited, provide as follows:

“232 Provisions protecting directors from liability

(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—

(a) section 233 (provision of insurance),

(b) section 234 (qualifying third party indemnity provision), or

(c) section 235 (qualifying pension scheme indemnity provision).

(3) This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

(4) Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.

233 Provision of insurance

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

234 Qualifying third party indemnity provision

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay—

(i) a fine imposed in criminal proceedings, or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

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(b) any liability incurred by the director—

(i) in defending criminal proceedings in which he is convicted, or

(ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

(iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

(4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

(5) For this purpose—

(a) a conviction, judgment or refusal of relief becomes final—

(i) if not appealed against, at the end of the period for bringing an appeal, or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of—

(i) if it is determined and the period for bringing any further appeal has ended, or

(ii) if it is abandoned or otherwise ceases to have effect.

(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under—

• section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or

• section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

235 Qualifying pension scheme indemnity provision

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay—

(i) a fine imposed in criminal proceedings, or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose—

(a) a conviction becomes final—

(i) if not appealed against, at the end of the period for bringing an appeal, or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

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(b) an appeal is disposed of—

(i) if it is determined and the period for bringing any further appeal has ended, or

(ii) if it is abandoned or otherwise ceases to have effect.

(6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.

1157 Power of court to grant relief in certain cases

(1) If in proceedings for negligence, default, breach of duty or breach of trust against—

(a) an officer of a company, or

(b) a person employed by a company as auditor (whether he is or is not an officer of the company), it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust—

(a) he may apply to the court for relief, and

(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.”

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Item 9. Exhibits.

1	Form of Underwriting Agreement.
3.1	Memorandum and Articles of Association of WPP Finance (UK).
3.2	Memorandum and Articles of Association of WPP plc (incorporated herein by reference to Exhibit 1 of its Report on Form 6-K filed with the Securities and Exchange Commission on December 9, 2008).
3.3	Memorandum and Articles of Association of WPP Air 1 Limited.
3.4	Memorandum and Articles of Association of WPP 2008 Limited.
3.5	Memorandum and Articles of Association of WPP 2005 Limited.
4.1	Form of Indenture among WPP Finance (UK), WPP plc, WPP Air 1 Limited, WPP 2008 Limited, WPP 2005 Limited and Wilmington Trust Company, as Trustee.
4.2	Form of debt security (included in Exhibit 4.1).
4.3	Form of guarantee (included in Exhibit 4.1).
5.1	Opinion of Davis & Gilbert LLP.
5.2	Opinion of Allen & Overy LLP.
5.3	Opinion of Mourant du Feu & Jeune.
5.4	Opinion of A&L Goodbody.
23.1	Consent of Deloitte LLP.
23.2	Consent of Davis & Gilbert LLP (included in Exhibit 5.1).
23.3	Consent of Allen & Overy LLP (included in Exhibit 5.2).
23.4	Consent of Mourant du Feu & Jeune (included in Exhibit 5.3).
23.4	Consent of A&L Goodbody (included in Exhibit 5.4).
24.1	Powers of attorney (included in the signature pages of this registration statement).
25.1	Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of Wilmington Trust Company.

Item 10. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement;

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section (10)(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and

(6) That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the registrants undertake that in a primary offering

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of securities of a registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and (iv) any other communication that is an offer in the offering made by the registrant to the purchaser.

(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, each of the registrants has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES OF WPP FINANCE (UK)

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on June 3, 2009.

WPP FINANCE (UK)
By:	/S/    PAUL DELANEY
Name:	Paul Delaney
Title:	Director

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of WPP Finance (UK). In addition, each of the undersigned hereby severally and individually constitutes and appoints Sir Martin Sorrell and Paul W. G. Richardson his or her true and lawful attorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable WPP Finance (UK) to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/S/    PAUL DELANEY         Paul Delaney	Director and Chairman	June 3, 2009
/S/     CHRISTOPHER P. SWEETLAND         Christopher P. Sweetland	Director	June 3, 2009
/S/    PAUL W. G. RICHARDSON         Paul W. G. Richardson	Authorized Representative in the United States	June 3, 2009

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SIGNATURES OF WPP PLC

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lille, France, on May 27, 2009.

WPP PLC
By:	/S/ PAUL W. G. RICHARDSON
Name:	Paul W. G. Richardson
Title:	Group Finance Director

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of WPP plc. In addition, each of the undersigned hereby severally and individually constitutes and appoints Sir Martin Sorrell and Paul W. G. Richardson his or her true and lawful attorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable WPP plc to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/S/ PHILIP LADER Philip Lader	Chairman (non-executive) of the Board of Directors	May 26, 2009
/S/ SIR MARTIN SORRELL Sir Martin Sorrell	Group Chief Executive (Principal Executive Officer and Director)	May 27, 2009
/S/ PAUL W. G. RICHARDSON Paul W. G. Richardson	Group Finance Director (Principal Financial Officer and Director) and Authorized Representative in the United States	May 27, 2009
/S/ DAVID BARKER David Barker	Group Finance Controller (Controller)	June 2, 2009
/S/ MARK READ Mark Read	Executive Director	June 2, 2009
/S/ COLIN DAY Colin Day	Executive Director	May 26, 2009

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Signature	Title	Date
Esther Dyson	Non-Executive Director
Orit Gadeish	Non-Executive Director
/S/ STANLEY W. MORTEN Stanley W. Morten	Non-Executive Director	May 26, 2009
/S/ KOICHIRO NAGANUMA Koichiro Naganuma	Non-Executive Director	June 2, 2009
Lubna Olayan	Non-Executive Director
/S/ JOHN A. QUELCH John A. Quelch	Non-Executive Director	June 2, 2009
/S/ JEFFREY A. ROSEN Jeffrey A. Rosen	Non-Executive Director	May 28, 2009
/S/ TIMOTHY SHRIVER Timothy Shriver	Non-Executive Director	May 26, 2009
Paul Spencer	Non-Executive Director

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SIGNATURES OF WPP AIR 1 LIMITED

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dublin, Ireland, on June 3, 2009.

WPP AIR 1 LIMITED
By:	/S/ DAVID HAUGH
Name:	David Haugh
Title:	Chairman

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of WPP Air 1 Limited. In addition, each of the undersigned hereby severally and individually constitutes and appoints Sir Martin Sorrell and Paul W. G. Richardson his or her true and lawful attorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable WPP Air 1 Limited to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/S/ DAVID HAUGH David Haugh	Director and Chairman	June 3, 2009
/S/ J.P. DONNELLY J.P. Donnelly	Director	June 3, 2009
Jim Condren	Director
/S/ THIERRY LENDERS Thierry Lenders	Director	June 3, 2009
/S/ PAUL W. G. RICHARDSON Paul W. G. Richardson	Director and Authorized Representative in the United States	June 3, 2009

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SIGNATURES OF WPP 2008 LIMITED

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on June 3, 2009.

WPP 2008 LIMITED
By:	/S/ PAUL DELANEY
Name:	Paul Delaney
Title:	Director

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of WPP 2008 Limited. In addition, each of the undersigned hereby severally and individually constitutes and appoints Sir Martin Sorrell and Paul W. G. Richardson his or her true and lawful attorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable WPP 2008 Limited to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/S/ PAUL DELANEY Paul Delaney	Director and Chairman	June 3, 2009
Andrew Scott	Director
/S/ CHRISTOPHER P. SWEETLAND Christopher P. Sweetland	Director	June 3, 2009
/S/ PAUL W. G. RICHARDSON Paul W. G. Richardson	Authorized Representative in the United States	June 3, 2009

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SIGNATURES OF WPP 2005 LIMITED

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on June 3, 2009.

WPP 2005 LIMITED
By:	/S/ PAUL DELANEY
Name:	Paul Delaney
Title:	Director

Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of WPP 2005 Limited. In addition, each of the undersigned hereby severally and individually constitutes and appoints Sir Martin Sorrell and Paul W. G. Richardson his or her true and lawful attorneys-in-fact, each with power of substitution, in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the registration statement on Form F-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable WPP 2005 Limited to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of securities registered pursuant hereto, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Signature	Title	Date
/S/ PAUL DELANEY Paul Delaney	Director and Chairman	June 3, 2009
/S/ CHRISTOPHER P. SWEETLAND Christopher P. Sweetland	Director	June 3, 2009
/S/ PAUL W. G. RICHARDSON Paul W. G. Richardson	Authorized Representative in the United States	June 3, 2009

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Exhibit Index

Exhibit Number	Description of Exhibit
1	Form of Underwriting Agreement.
3.1	Memorandum and Articles of Association of WPP Finance (UK).
3.2	Memorandum and Articles of Association of WPP plc (incorporated herein by reference to Exhibit 1 of its Report on Form 6-K filed with the Securities and Exchange Commission on December 9, 2008).
3.3	Memorandum and Articles of Association of WPP Air 1 Limited.
3.4	Memorandum and Articles of Association of WPP 2008 Limited.
3.5	Memorandum and Articles of Association of WPP 2005 Limited.
4.1	Form of Indenture among WPP Finance (UK), WPP plc, WPP Air 1 Limited, WPP 2008 Limited, WPP 2005 Limited and Wilmington Trust Company, as Trustee.
4.2	Form of debt security (included in Exhibit 4.1).
4.3	Form of guarantee (included in Exhibit 4.1).
5.1	Opinion of Davis & Gilbert LLP.
5.2	Opinion of Allen & Overy LLP.
5.3	Opinion of Mourant du Feu & Jeune.
5.4	Opinion of A&L Goodbody.
23.1	Consent of Deloitte LLP.
23.3	Consent of Davis & Gilbert LLP (included in Exhibit 5.1).
23.4	Consent of Allen & Overy LLP (included in Exhibit 5.2).
23.4	Consent of Mourant du Feu & Jeune (included in Exhibit 5.3).
23.4	Consent of A&L Goodbody (included in Exhibit 5.4).
24.1	Powers of attorney (included in the signature pages of this registration statement).
25.1	Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of Wilmington Trust Company.

EX-1

Exhibit 1

FORM OF UNDERWRITING AGREEMENT

[ISSUER]

U.S.$[                    ]

[            ]% Senior Notes Due 20[    ]

Fully and Unconditionally Guaranteed by

[GUARANTOR[S]]

[            ], 20[    ]

[REPRESENTATIVES]

As for themselves and as Representatives

of the other several Underwriters listed

on Schedule I hereto

Ladies and Gentlemen:

[ISSUER], a [                    ] incorporated in [                    ] (the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for which you (the “Representatives”) are acting as representatives, U.S.$[            ,            ,            ] aggregate principal amount of its [            ]% Senior Notes Due 20[    ] (the “Notes”). The Notes will be fully and unconditionally guaranteed (the “Guarantees”) by [GUARANTOR], a [                    ] incorporated in [                    ] [and             , a [            ] incorporated in [            ]] ([collectively,] the “Guarantor[s]”). The Notes and the Guarantees are referred to collectively as the “Securities.”

The Securities will be issued under an indenture (the “Base Indenture”), dated as of [                    ], among the Issuer, the Guarantor[s] and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture dated as of the Closing Date (as defined below) (the Base Indenture as so supplemented being referred to as the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein means you as Underwriters, and the terms “Representatives” and “Underwriters” shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement

or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein that are not defined in text are defined in Section 22 hereof.

1. Representations and Warranties. The Issuer and the Guarantor[s], jointly and severally, represent and warrant to each Underwriter as of the date hereof and as of the Closing Date as set forth below in this Section 1.

(a) Each of the Issuer and the Guarantor[s] meets the requirements for use of Form F-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement (Registration Statement No. 333-            ), as defined in Rule 405. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Issuer and the Guarantor[s] may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Issuer and the Guarantor[s] will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Issuer and the Guarantor[s] have advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).

(b) On each Effective Date, the Registration Statement did, when the Preliminary Prospectus was first filed in accordance with Rule 424(b), the Preliminary Prospectus did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act; on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Indenture did or will comply in all material respects with the applicable requirements of the Trust Indenture Act; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that neither the Issuer nor [the][any] Guarantor makes any representation or warranty as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under

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the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Issuer or the Guarantor[s] by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof.

(c) (i) The Disclosure Package and (ii) each electronic road show that is a free writing prospectus under Rule 433, when taken together as a whole with the Disclosure Package, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Issuer or the Guarantor[s] by any Underwriter through the Representatives specifically for use therein (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).

(d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time Issuer or [the][any] Guarantor or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the Execution Time (with such date being used as the determination date for purposes of this clause (iv)), each of the Issuer and the Guarantor[s] was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. The Issuer and the Guarantor[s] agree to use their best efforts to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(e) (i) At the earliest time after the filing of the Registration Statement that the Issuer or [the][any] Guarantor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), neither the Issuer nor [the][any] Guarantor was or is an “ineligible issuer” (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Issuer or [the][any] Guarantor be considered an ineligible issuer.

(f) Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 5(b) hereto does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Issuer or the Guarantor[s] by any Underwriter through the Representatives

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specifically for use therein (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof).

(g) The documents incorporated or deemed incorporated by reference in the Registration Statement, the Disclosure Package or the Final Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(h) Deloitte LLP, who have opined on the consolidated financial statements of the Parent Guarantor and its subsidiaries and delivered their reports dated [            ] with respect to these consolidated financial statements and the effectiveness of the Parent Guarantor’s internal control over financial reporting, are an independent registered public accounting firm with respect to the Parent Guarantor and its subsidiaries within the meaning of the Act. The consolidated financial statements include condensed consolidating financial information to comply with rule 3-10 of regulation S-X with respect to the Issuer and Guarantor[s]. The reports are incorporated by reference in the Disclosure Package and the Final Prospectus.

(i) The consolidated financial statements incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus present fairly the financial position of the Parent Guarantor and its consolidated subsidiaries at the dates indicated and the consolidated income statement, cash flows, recognized income and expense, and changes in total equity of the Parent Guarantor and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”) applied on a consistent basis throughout the periods involved, except as noted therein. The selected financial data and the summary financial information included in the Registration Statement, the Disclosure Package and the Final Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Disclosure Package and the Final Prospectus.

(j) Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus, except as otherwise stated therein, (A) there has been no change or development that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the Indenture, or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a material adverse effect on the prospects, financial condition, earnings, business or properties of the Issuer and the Guarantor[s] and their subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (any such effect described in (i) or (ii) being referred to as a “Material Adverse Effect”), (B) there have been no transactions entered into by the Issuer or [the][any] Guarantor or any of their subsidiaries, other than those in the ordinary course of business, which are material with respect to the Issuer and its subsidiaries taken as a whole, and (C) except for regular interim and final dividends on the ordinary shares of 10p each of the Issuer and/or the Guarantor[s] (the “Ordinary Shares”) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by [the Issuer] [or any Guarantor] on any class of its share capital or stock.

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(k) Each of the Issuer and the Guarantor[s] has been duly incorporated or organized and is validly existing as a corporation or company in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated or organized and each has full corporate or entity power and authority to own, lease and operate its properties and to conduct its business as now conducted and as described in the Disclosure Package and the Final Prospectus and to enter into and perform its obligations under this Agreement; and each of the Issuer and the Guarantor[s] is duly qualified as a foreign corporation or company to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(l) Each subsidiary of the Issuer or the Guarantor[s] other than the Issuer and the Subsidiary Guarantor[s] (each a “subsidiary” and, collectively, the “subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation or company in good standing (where applicable) under the laws of the jurisdiction in which it is incorporated or organized, has corporate or entity power and authority to own, lease and operate its properties and to conduct its business as now conducted and as described in the Disclosure Package and the Final Prospectus and is duly qualified as a foreign corporation or company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding share capital or stock of each such subsidiary has been duly authorized and validly issued, is fully paid and non-assessable; all of the issued and outstanding share capital or stock of each such subsidiary owned by the Issuer or the Guarantor[s], directly or through subsidiaries, is owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except (i) as otherwise disclosed in the Disclosure Package and the Final Prospectus, or (ii) where (A) the failure to be duly authorized, validly issued, fully paid and non-assessable, or (B) the existence of a security interest, mortgage, pledge, lien, encumbrance, claim or equity, would not result in a Material Adverse Effect. None of the outstanding share capital or stock of any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary except where such violation would not have a Material Adverse Effect.

(m) The issued share capital and stock of the Issuer and the Guarantor[s] has been duly authorized and validly issued and is fully paid and non-assessable; and none of the issued share capital or stock of the Guarantor[s] or the Issuer was issued in violation of the preemptive or other similar rights of any securityholder of the Issuer or [the][any] Guarantor.

(n) This Agreement has been duly authorized, executed and delivered by each of the Issuer and the Guarantor[s].

(o) The Indenture has been duly authorized by each of the Issuer and the Guarantor[s] and, when duly executed and delivered by the Issuer, the Guarantor[s] and the Trustee, will constitute a valid and binding agreement of the Issuer and the Guarantor[s],

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enforceable against the Issuer and the Guarantor[s] in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(p) The Notes have been duly authorized and, at the Closing Date, will be in the form contemplated by, and entitled to the benefits of, the Indenture, will have been duly executed by the Issuer and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(q) The Guarantees have been duly authorized and, at the Closing Date, will be in the form contemplated by, and entitled to the benefits of, the Indenture, will have been duly executed by the Guarantor[s] and, when the Notes have been authenticated, issued and delivered in the manner provided in the Indenture and delivered against payment of the purchase price for the Notes as provided in this Agreement will constitute valid and binding obligations of the Guarantor[s], enforceable against the Guarantor[s] in accordance with their terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(r) None of the Issuer, the Guarantor[s] or any of their subsidiaries are in (i) violation of their respective memoranda and articles of association, charters or by-laws or (ii) violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer, the Guarantor[s] or any of their subsidiaries or any of their properties or (iii) default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Issuer, the Guarantor[s] or any of their subsidiaries are a party or by which they or any of them may be bound, or to which any of the property or assets of the Issuer, the Guarantor[s] or any of their subsidiaries is subject (collectively, “Agreements and Instruments”) except, in the case of clause (i) as it relates to subsidiaries, and in the case of clause (ii) or (iii), for such violations or defaults that would not result in a Material Adverse Effect.

(s) The execution, delivery and performance of this Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein and in the Disclosure Package and the Final Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Final Prospectus under the caption “Use of Proceeds”) and compliance by the Issuer and

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the Guarantor[s] with their obligations hereunder and under the Indenture and the Securities do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default [or Repayment Event (as defined below)] under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer, the Guarantor[s] or any of their subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect [and except for any Repayment Event described under the caption “Use of Proceeds” in the Disclosure Package and the Final Prospectus]), nor will such action result in (i) any violation of the provisions of the respective memoranda and articles of association, charters or by-laws of the Issuer, the Guarantor[s] or any of their subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Issuer, the Guarantor[s] or any of their subsidiaries or (iii) any of their assets, properties or operations (except, in the case of clause (i) as it relates to subsidiaries, and in the case of clause (ii) or (iii), for such violations that would not result in a Material Adverse Effect). [As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right, with or without the giving or notice or the passage of time, to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Issuer, any Guarantor[s] or any of their subsidiaries.]

(t) No labor dispute with the employees of the Issuer, [the][any] Guarantor or any of their subsidiaries exists or, to the knowledge of the Issuer or [the][any] Guarantor, is imminent, and neither the Issuer nor [the][any] Guarantor is aware of any existing or imminent labor disturbance by the employees of any of their respective principal suppliers, manufacturers, customers or contractors, which, in either case, may reasonably be expected to result in a Material Adverse Effect.

(u) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Issuer or [the][any] Guarantor, threatened, against or affecting the Issuer, [the][any] Guarantor or any of their subsidiaries, which is required to be disclosed in the Disclosure Package or the Final Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the Indenture or the performance by the Issuer or [the][any] Guarantor of their obligations hereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Issuer, [the][any] Guarantor or any of their subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Disclosure Package and the Final Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

(v) The Issuer, the Guarantor[s] and their subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or

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other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and none of the Issuer, the Guarantor or any of their subsidiaries have received any notice or are otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Issuer, the Guarantor[s] or any of their subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

(w) The Issuer, the Guarantor[s] and any subsidiaries thereof possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them (except for such permits, licenses, approvals, consents and other authorizations which the failure to obtain would not result in a Material Adverse Effect); the Issuer, the Guarantor[s] and their subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and none of the Issuer, the Guarantor[s] or any of their subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(x) The Issuer, [the][each] Guarantor and any subsidiary thereof have good and marketable title to all real property owned by the Issuer, [the] Guarantor or such subsidiary, as the case may be, and good title to all other properties owned by any of them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Disclosure Package and the Final Prospectus or (b) do not, singly or in the aggregate have a Material Adverse Effect; and all of the leases and subleases material to the business of the Issuer, the Guarantor[s] and their subsidiaries, considered as one enterprise, and under which the Issuer, the Guarantor[s] or any of their subsidiaries holds properties described in the Disclosure Package and the Final Prospectus, are in full force and effect, and none of the Issuer, the Guarantor[s] or any subsidiary thereof has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Issuer, the Guarantor[s] or any subsidiary thereof under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Issuer, the Guarantor[s] or such subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease.

(y) Except as described in the Disclosure Package and the Final Prospectus and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Issuer, the Guarantor[s] or any of their subsidiaries are in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface

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or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Issuer, the Guarantor[s] and their subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Laws against the Issuer, [the][any] Guarantor or any of their subsidiaries and (D) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Issuer, [the][any] Guarantor or any of their subsidiaries relating to Hazardous Materials or any Environmental Laws.

(z) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority, body or agency is necessary or required in connection with the transactions contemplated herein, or in the Indenture, except such as may be required under the blue sky laws of any jurisdiction in which the Securities are offered and sold.

(aa) Each of the Issuer and the Guarantor[s] is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission adopted pursuant thereto as such rules and regulations currently apply to the Issuer and the Guarantor[s] (collectively, the “Sarbanes-Oxley Act”). There is and has been no failure on the part of any of the Issuer’s or the Guarantor[‘s][s’] officers or directors, in their capacities as such, to comply with any applicable provisions of the Sarbanes-Oxley Act.

(bb) [Except as described in the Disclosure Package and the Final Prospectus, no ad valorem stamp duty,] stamp duty reserve tax or other similar tax or duty are payable under applicable laws or regulations of the United Kingdom (i) in connection with the creation or original issuance and sale of the Securities, (ii) with respect to the execution, delivery and performance of this Agreement or the Indenture or (iii) with respect to any payments made to the Underwriters pursuant to this Agreement.

(cc) Except as described in the Disclosure Package and the Final Prospectus, payments made by the Issuer under the Notes or the Guarantor[s] under the Guarantees to holders will not be subject to any withholdings or similar charges for or on account of taxation under the laws of the United Kingdom.

(dd) Each of the Issuer and the Guarantor[s] has the power to submit and pursuant to Section 15 of this Agreement has legally, validly, effectively and irrevocably submitted, to the nonexclusive jurisdiction of any federal or state court in the State of New York, County of New York, and has the power to designate, appoint and empower and pursuant to Section 15 of this Agreement has legally, validly, effectively and irrevocably designated, appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any federal or state court in the State of New York.

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(ee) No subsidiary of the Issuer or [the][any] Guarantor is currently prohibited, directly or indirectly, from paying any dividends to the Issuer or [the][such] Guarantor, from making any other distribution on such subsidiary’s share capital or stock, from repaying to the Issuer or [the][such] Guarantor any loans or advances to such subsidiary from the Issuer or [the][such] Guarantor or from transferring any of such subsidiary’s property or assets to the Issuer or [the][such] Guarantor or any subsidiary of the Issuer or [the][such] Guarantor, except as described in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) and except as could not reasonably be expected to affect the ability of the Issuer or the Guarantor[s] to make payments on the Securities or otherwise to have a Material Adverse Effect.

(ff) None of the Issuer, the Guarantor[s], any of their respective subsidiaries nor any person acting on behalf of any of them, other than the Underwriters to the extent that they might be regarded as acting on behalf of the Issuer or the Guarantor[s], has taken, directly or indirectly, any action which has constituted, or which might be reasonably expected to cause or result in, stabilization or manipulation of the price of any security of the Issuer or the Guarantor[s] to facilitate the sale or resale of the Securities. Neither the Issuer nor [the][any] Guarantor has taken any action or omitted to take any action (such as issuing any press release relating to any Securities without an appropriate legend) which may restrict or otherwise affect the ability of any of the Underwriters (or anyone acting on their behalf) to undertake any of the activities permitted by the price stabilization rules of the Financial Services Authority in accordance with such rules.

(gg) None of the Issuer, the Guarantor[s], their subsidiaries or, to the knowledge of the Issuer or [the][any] Guarantor, any director, officer, agent, employee or Affiliate of the Issuer, [the][any] Guarantor or any of their subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such person of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Issuer and the Guarantors and, to the knowledge of the Issuer and the Guarantors, their subsidiaries and Affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith, except for such non-compliance as would not have a Material Adverse Effect.

(hh) Neither the Issuer nor [the][any] Guarantor is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Prospectus [neither][none] of them will be, an “investment company” as defined in the Investment Company Act, without taking account of any exemption arising out of the number of holders of the Guarantor[‘s][s’] or the Issuer’s securities.

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(ii) The Issuer and [the][each] Guarantor is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act as such requirements currently apply to “foreign private issuers” (as defined in Rule 3b-4 under the Exchange Act).

Any certificate signed by any officer of the Issuer or [the][any] Guarantor and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Issuer or [the][such] Guarantor, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale; Delivery and Payment. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuer, at a purchase price of [    ]% of the principal amount thereof, plus accrued interest, if any, from [            ], 20[    ] to the Closing Date, the principal amount of Notes set forth opposite such Underwriter’s name in Schedule I hereto.

Delivery of and payment for the Securities shall be made at [    :    ] A.M. (New York City time), on [            ], 20    , or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement among the Representatives, the Guarantor[s] and the Issuer or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Issuer or the Guarantor[s] by wire transfer payable in same-day funds to the account specified by the Issuer or the Guarantor[s]. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

3. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus. Each Underwriter, severally and not jointly, agrees that it has not offered or sold, and will not offer or sell, any Securities except in accordance with the selling restrictions set forth in the Final Prospectus.

4. Expenses. The Issuer agrees or, failing the Issuer, the Guarantor[s] agree[s] to pay the costs and expenses relating to the following matters: (i) the costs and expenses relating to the preparation of the Indenture, the issuance of the Securities and the fees of the Trustee; (ii) the costs and expenses relating to the preparation, printing or reproduction and filing under the Act of the Registration Statement, any Preliminary Prospectus, the Disclosure Package and the Final Prospectus and each amendment or supplement to any of them; (iii) the costs and expenses relating to the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, any Preliminary Prospectus, the Disclosure Package and the Final Prospectus, and all

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amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the costs and expenses relating to the preparation, printing, authentication, issuance and delivery of certificates for the Securities; (v) any ad valorem stamp duty, stamp duty reserve tax or similar issuance, registration or transfer taxes or duties in connection with the original issuance and sale of the Securities; (vi) the costs and expenses relating to the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vii) the registration of the Securities under the Exchange Act; (viii) the costs and expenses relating to any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states specified pursuant to Section 5(f) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (ix) all costs and expenses relating to the rating of the Securities by Moody’s Investors Services Inc. and Standard & Poor’s Ratings Service; (x) the transportation and other expenses incurred by or on behalf of the representatives of the Issuer and the Guarantor[s] in connection with presentations to prospective purchasers of the Securities; (xi) [the costs and expenses of listing the Notes on the [EXCHANGE] including the fees and expenses of the Issuer’s and the Guarantor[‘s][s’] listing agent]; (xii) the costs and expenses relating to marketing materials including any electronic road show and graphic art materials; (xiii) the fees and expenses of the Issuer’s and the Guarantor[‘s][s’] accountants and the fees and expenses of counsel (including local and special counsel) for the Issuer and the Guarantor[s]; (xiv) any filings required to be made with the Financial Industry Regulatory Authority; and (xv) all other costs and expenses incident to the performance by each of the Issuer and the Guarantor[s] of its obligations hereunder.

It is understood, however, that except as provided in this Section 4 and in Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them and, unless otherwise agreed with the Issuer and the Guarantor[s] in writing, any advertising expenses relating to the offer of the Securities.

5. Agreements. The Issuer and the Guarantor[s] agree with each Underwriter that:

(a) The Issuer and the Guarantor[s] will furnish to the Representatives, without charge, signed copies of the Registration Statement (including exhibits thereto) and so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request.

(b) Prior to the termination of the offering of the Securities, neither the Issuer nor [the][any] Guarantor will file any amendment of the Registration Statement or supplement to the Final Prospectus or any Preliminary Prospectus unless the Issuer or [the][such] Guarantor has furnished to the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuer and the Guarantor[s] will cause the Final Prospectus, properly completed, and any supplement

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thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Issuer and the Guarantor[s] will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Issuer or [the][any] Guarantor of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Issuer and the Guarantor[s] will use their reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using their reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(c) The Issuer and the Guarantor[s] will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in the form approved by the Representatives and attached as Schedule III hereto and file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

(d) Unless it has or shall have obtained the prior written consent of the Representatives, neither the Issuer nor [the][any] Guarantor has made nor will make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Issuer or [the][any] Guarantor with the Commission or retained by the Issuer or [the][any] Guarantor under Rule 433, other than the free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(c) hereto; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer and Guarantor[s] agrees that (x) they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(e) If, at any time prior to the filing of the Final Prospectus or when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Disclosure Package or the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to

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make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Disclosure Package or the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Issuer and the Guarantor[s] promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to Section 5(b), an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use their reasonable best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Disclosure Package or Final Prospectus and (iv) supply any supplemented Disclosure Package or Final Prospectus to the Underwriters in such quantities as the Representatives may reasonably request.

(f) The Issuer and the Guarantor[s] will use their best efforts to arrange, if necessary, for the qualification of the Securities for sale by the Underwriters under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the sale of the Securities; provided that in no event shall the Issuer or [the][any] Guarantor be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, in any jurisdiction where it is not now so subject. The Issuer and the Guarantor[s] will promptly advise the Representatives of the receipt by the Issuer or [the][any] Guarantor of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(g) The Issuer and the Guarantor[s] will cooperate with the Representatives and use their best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company.

(h) The Issuer and the Guarantor[s] will not for a period of 30 days following the Execution Time, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Issuer, [the][any] Guarantor or any of their Affiliates or any person in privity with the Issuer, [the][any] Guarantor or any of their Affiliates), directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Issuer or [the][any] Guarantor other than: (i) the Securities hereunder, (ii) debt securities issued solely pursuant to Regulation S under the Act and (iii) intercompany indebtedness between or among subsidiaries of [WPP plc][the Parent Guarantor].

(i) Neither the Issuer nor [the][any] Guarantor will take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of the Securities.

(j) The Issuer and the Guarantor[s] will (i) as soon as practicable, make generally available to WPP plc’s security holders and to the Representatives an earnings statement or statements of the Issuer, the Guarantor[s] and their subsidiaries which will satisfy

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the provisions of Section 11(a) of the Act and Rule 158 and (ii) for a period of twelve months following the Execution Time, furnish to the Representatives all reports or other communications (financial or other) generally made available to stockholders, and deliver such reports and communications to the Representatives as soon as they are available, unless such documents are furnished to or filed with the Commission or any securities exchange on which any class of securities of the Issuer or a Guarantor is listed and generally made available to the public.

(k) Each of the Issuer and the Guarantor[s] will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act, and use its best efforts to cause the directors and officers of the Issuer and the Guarantor[s], in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.

(l) Neither the Issuer nor [the][any] Guarantor will take any action or omit to take any action (such as issuing any press release relating to any Securities without an appropriate legend) which may restrict or otherwise affect the ability of any of the Underwriters (or anyone acting on their behalf) to undertake any of the activities permitted by the price stabilization rules of the Financial Services Authority in accordance with such rules.

6. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a) Such Underwriter shall not include any “issuer information” (as defined in Rule 433) in any “free writing prospectus” (as defined in Rule 405) used or referred to by such Underwriter without the prior consent of the Issuer; provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Issuer with the Commission prior to the use of such free writing prospectus and (ii) “issuer information,” as used in this Section 6(a), shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

(b) Such Underwriter has not and will not, without the prior written consent of the Issuer, used any Free Writing Prospectus that contains the final terms of the Securities, other than the Free Writing Prospectus attached hereto as Schedule III, unless such terms have previously been included in a Free Writing Prospectus (i) filed with the Commission or (ii) that is a final pricing term sheet prepared by such Underwriter and approved in writing by the Issuer in advance (which approval the Issuer agrees to provide as soon as practically possible).

7. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Issuer and the Guarantor[s] contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Issuer and the Guarantor[s] made in any certificates pursuant to the provisions hereof, to the performance by the Issuer and the Guarantor[s] of their obligations hereunder and to the following additional conditions:

(a) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 5(c) hereto and any other material required to be filed by the Issuer and the Guarantor[s]

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pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b) The Issuer and the Guarantor[s] shall have requested and caused Davis & Gilbert LLP, U.S. counsel for the Issuer and the Guarantor[s], to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Underwriters, to the effect set forth in Annex A hereto.

(c) The Issuer and the Guarantor[s] shall have requested and caused Mourant du Feu & Jeune, Jersey counsel for the Issuer and the Guarantor[s], to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Underwriters, substantially in the form attached as Annex B hereto.

(d) The Issuer and the Guarantor[s] shall have requested and caused Allen & Overy LLP, English counsel for the Issuer and the Guarantor[s], to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Underwriters, substantially in the form attached as Annex C hereto.

(e) The Issuer and the Guarantor[s] shall have requested and caused A&L Goodbody, Irish counsel for the Issuer and the Guarantor[s], to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Underwriters, substantially in the form attached as Annex D hereto.

(f) The Representatives shall have received from Simpson Thacher & Bartlett LLP, U.S. counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to such matters as the Representatives may reasonably require, and the Issuer and the Guarantor[s] shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(g) The Representatives shall have received from [        ], English counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to such matters as the Representatives may reasonably require, and the Issuer and the Guarantor[s] shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(h) At the Closing Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Disclosure Package or the Final Prospectus, any material adverse change, and no development reasonably likely to cause a prospective material adverse change, in the financial condition or in the earnings or business of the Issuer, the Guarantor[s] and their subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate executed by each of the chief financial officer or principal officer and the secretary or other director of the Issuer and the Guarantor[s], dated as of the Closing Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing

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Date, and (iii) the Issuer and the Guarantor[s] have each complied with all agreements and satisfied all conditions on their respective parts to be performed or satisfied at or prior to the Closing Date.

(i) At the Execution Time, the Issuer and the Guarantor[s] shall have requested and caused Deloitte LLP to furnish to the Representatives letters, dated as of the Execution Time, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus.

(j) At the Closing Date, the Issuer and the Guarantor[s] shall have requested and caused Deloitte LLP to furnish to the Representatives letters, dated as of the Closing Date, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (i) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Date.

(k) The Securities shall be eligible for clearance and settlement through The Depository Trust Company.

(l) [The [EXCHANGE] shall have agreed to list the Notes, subject only to notice of issuance.]

(m) The Securities shall have been rated [        ] by Moody’s Investors Services Inc. and [        ] by Standard & Poor’s Ratings Services and subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Issuer’s or the Guarantor[‘s][s’] debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

(n) Prior to the Closing Date, the Issuer and the Guarantor[s] shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

If any of the conditions specified in this Section 7 shall not have been satisfied when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Issuer or the Guarantor[s] in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 7 will be delivered at the office of counsel for the Underwriters, Simpson Thacher & Bartlett LLP, at 425 Lexington Avenue, New York, New York 10017, on the Closing Date.

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8. Reimbursement of Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because of any termination pursuant to Section 11 hereof or because of any refusal, inability or failure on the part of the Issuer or [the][any] Guarantor to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Issuer, or failing the Issuer, the Guarantor[s] will reimburse the Underwriters severally through the Representatives on demand for all expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

9. Indemnification and Contribution. (a) The Issuer and the Guarantor[s], jointly and severally, agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, Affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act (each a “Purchaser Indemnified Person”) against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other U.S. federal or state or foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(c) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agree to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuer and the Guarantor[s] will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuer or the Guarantor[s] by or on behalf of any Underwriter through the Representatives specifically for inclusion therein (it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof). This indemnity agreement will be in addition to any liability that the Issuer or the Guarantor[s] may otherwise have.

(b) Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Issuer, the Guarantor[s], each of the directors, officers, employees, Affiliates and agents of the Issuer and the Guarantor[s] and each person who controls the Issuer or the Guarantor[s] within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuer and the Guarantor[s] to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Issuer or the Guarantor[s] by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. The Issuer and the Guarantor[s] acknowledge[s] and agree[s] that the statements set forth in (1) [            ], (2)

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[            ], (3) [            ], (4) [            ] and (5) [            ], in each case, in the Preliminary Prospectus and the Final Prospectus, constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Preliminary Prospectus, the Final Prospectus or in any Issuer Free Writing Prospectus.

(c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Section 9(a) or 9(b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in Section 9(a) or 9(b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of an indemnifying party.

(d) In the event that the indemnity provided in Section 9(a) or 9(b) of this Section 9 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Issuer, the Guarantor[s] and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action)

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(collectively “Losses”) to which the Issuer, the Guarantor[s] and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Issuer and the Guarantor[s] on the one hand and by the Underwriters on the other from the offering of the Securities; provided, however, that in no case shall any Underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Issuer, the Guarantor[s] and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuer and the Guarantor[s] on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Issuer and the Guarantor[s] shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Issuer or the Guarantor[s] on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Issuer, the Guarantor[s] and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 9(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee, Affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Issuer or the Guarantor[s] within the meaning of either the Act or the Exchange Act and each director, officer, employee, Affiliate and agent of the Issuer or the Guarantor[s] shall have the same rights to contribution as the Issuer and the Guarantor[s], subject in each case to the applicable terms and conditions of this Section 9(d).

10. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Issuer or the

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Guarantor[s]. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, or the Guarantor[s] or any nondefaulting Underwriter for damages occasioned by its default hereunder.

11. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Issuer or the Guarantor[s] prior to delivery of and payment for the Securities, if at any time prior to such time (i) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Disclosure Package and the Final Prospectus, any material adverse change or development reasonably likely to cause a prospective material adverse change in the financial condition or in the earnings or business of the Issuer and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable to market the Securities or to enforce contracts for the sale of the Securities, (iii) trading in any securities of the Issuer or [the][any] Guarantor has been suspended or materially limited by the Commission or the London Stock Exchange, or if trading generally on the London Stock Exchange, American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the Financial Industry Regulatory Authority or any other governmental authority, or (iv) a banking moratorium has been declared by either federal or New York authorities.

12. Representations, Warranties, Agreements and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Issuer, the Guarantor[s] or their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Issuer, the Guarantor[s] or any of the indemnified persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

13. Notices. All communications hereunder will be in writing and shall be deemed to have been given (a) upon personal delivery, if delivered by hand, (b) three days after the date of deposit in the mails, postage prepaid, if mailed by certified or registered mail, or (c) the next business day if sent by facsimile transmission (if receipt is electronically confirmed) or by a prepaid overnight courier service, and in each case at the respective addresses or numbers set forth below or such other address or number as such party may have fixed by notice:

[Representatives]

21

[Contact Details]

if to the Issuer or the Guarantor[s]:

6 Ely Place

Dublin 2

Ireland

Attention: Group Finance Director

Fax: 011-353-1-669-0301

Telephone: 011-353-1-669-0333

Copies to:

Davis & Gilbert LLP

1740 Broadway

New York, New York 10019

Attention: Ralph W. Norton

Fax: (212) 468-4888

Telephone: (212) 468-4944

14. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the indemnified persons referred to in Section 9 hereof and their respective successors and no other person will have any right or obligation hereunder.

15. Jurisdiction. The Issuer and the Guarantor[s] each agrees that any suit, action or proceeding against the Issuer or [the][any] Guarantor brought by any Underwriter, the directors, officers, employees, Affiliates and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and the Guarantor[s] each hereby appoints CT Corporation System, 111 Eighth Avenue, 13^th Floor, New York, New York 10011 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, by any Underwriter, the directors, officers, employees, Affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Issuer and the Guarantor[s] each hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Issuer and the Guarantor[s] each agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuer or the

22

Guarantor[s], as the case may be. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter, the directors, officers, employees, Affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in England. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

16. No Fiduciary Duty. The Issuer and the Guarantor[s] each acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and the Guarantor[s], on the one hand, and the Underwriters and any Affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Issuer or the Guarantor[s] and (c) the Issuer’s and the Guarantor[’s][s’] engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the Issuer and the Guarantor[s] agree that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Issuer or the Guarantor[s] on related or other matters). Each of the Issuer and the Guarantor[s] agree that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Issuer or the Guarantor[s], in connection with such transaction or the process leading thereto.

17. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer, the Guarantor[s] and the Underwriters, or any of them, with respect to the subject matter hereof.

18. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

19. Currency. Each reference in this Agreement to U.S. dollars (the “relevant currency”), including by use of the symbol “$”, is of the essence. To the fullest extent permitted by law, the obligations of the Issuer and/or the Guarantor[s] in respect of any amount due under this Agreement will, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the relevant currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such party receives such payment. If the amount in the relevant currency that may be so purchased for any reason falls short of the amount originally due, the Issuer or the Guarantor[s], as the case may be, will pay such additional amounts, in the relevant currency, as may be necessary to compensate for the shortfall. Any obligation of the Issuer or the Guarantor[s] not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.

20. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

23

21. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

22. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 405 under the Act.

“Base Prospectus” shall mean the base prospectus referred to in Section 1(a) above contained in the Registration Statement at the Execution Time and all documents incorporated by reference therein.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York or London.

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto, (iv) the final term sheet prepared and filed pursuant to Section 5(c) hereto, if any, and (v) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that the Registration Statement, or any part thereof, and any post-effective amendment or amendments thereto became, or is deemed to have become, effective.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Final Prospectus” shall mean the final prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time and all documents incorporated by reference therein, together with the Base Prospectus.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

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“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus referred to in Section 1(a) above which is used prior to the filing of the Final Prospectus and all documents incorporated by reference therein, together with the Base Prospectus.

“Registration Statement” shall mean the registration statement referred to in Section 1(a) above, including exhibits, financial statements, any Preliminary Prospectus relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended and, in each case, all documents incorporated by reference therein.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.

23. Waiver of Jersey customary law rights. Each of the Issuer and each Guarantor irrevocably and unconditionally waives such right as it may have or claim under Jersey law:

(a) whether by virtue of the droit de discussion or otherwise to require that recourse be had to the assets of any other person before any claim is enforced against it under this Agreement in respect of the obligations assumed by it under this Agreement; and

(b) whether by virtue of the droit de division or otherwise to require that any liability under this Agreement be divided or apportioned with any other person or reduced in any manner whatsoever.

25

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuer, the Guarantor[s] and the several Underwriters.

Very truly yours,

[ISSUER]

By:

Name:

Title:

[GUARANTOR]

By:

Name:

Title:

[GUARANTOR[S]]

By:

Name:

Title:

26

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

[Representatives]

As for themselves and as Representatives of the other several Underwriters listed on Schedule I hereto

[REPRESENTATIVE]

By:

Name:

Title:

[REPRESENTATIVE]

By:

Name:

Title:

27

SCHEDULE I

Underwriters	Principal Amount of Notes to be Purchased
[Representative]	U.S.$
[Representative]
[Underwriter]
[Underwriter]
Total	U.S.$

28

SCHEDULE II

Schedule of Free Writing Prospectuses included in the Disclosure Package

1. Final Term Sheet attached hereto as Schedule III

29

SCHEDULE III

Final Term Sheet

30

ANNEX A

Form of Opinion of Davis & Gilbert LLP

A-1

ANNEX B

Form of Opinion of Mourant du Feu & Jeune

B-1

ANNEX C

Form of Opinion of Allen & Overy LLP

C-1

ANNEX D

Form of Opinion of A&L Goodbody

D-1

EX-3.1

Exhibit 3.1

Amending copy

Company Number 5135565

THE COMPANIES ACT 1985 TO 1989

AND UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

of

WPP FINANCE (UK)

1 The Company’s name is “WPP FINANCE (UK)”

2 The Company’s Registered Office is situated in England and Wales.

3 The Company’s objects are:

3.1 To carry on business as a general commercial company.

3.2 To carry on such business in any part of the World.

3.3 To acquire and take over any businesses or undertakings carried on upon, or in connection with any land or building which the Company may have acquired or desire or propose to acquire or carry on or dispose of, remove or put an end to any such business or otherwise deal with it as may seem expedient.

3.4 To carry on any other business which may seem to the Company capable of being conveniently carried on in connection with the above objects, or calculated directly or indirectly to enhance the value of or render more profitable any of the Company’s property or assets.

3.5 To purchase or by any other means acquire, hold, or deal in any freehold, leasehold, or other property or any estate or interest whatever, and any rights, privileges, or easements over or in respect of any property, and building, offices, factories, mills, works, wharves, roads, railways, tramways, machinery, engines, rolling stock, vehicles, plant, live and dead stock, barges, vessels or things and any form of real or personal property or rights which may be necessary for, or may be conveniently used with, or may enhance the value of any other property of the Company.

3.6 To build, construct, maintain, alter, enlarge, pull down, and remove or replace any buildings, offices, factories, mills, works, wharves, roads, railways, tramways, machinery, engines, walls, fences, banks, dams, sluices, or watercourses and to clear sites for the same, or to join with any person, firm or company in doing any of these things, and to work, manage and control these or join with others in so doing.

3.7 To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any patents, patent rights, brevets d’invention, licenses, trade marks, designs, protections and concessions which may appear likely to be advantageous or useful to the Company, and to use and turn to account and to manufacture under or grant licenses or privileges in respect of the same, and to expend money in

experimenting upon and testing and in improving or seeking to improve any patents, inventions or rights which the Company may acquire or propose to acquire.

3.8 To acquire the whole or any part of the business, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which this Company is authorised to carry on, and as part of the consideration for such acquisitions to accept all or any of the liabilities of such person, firm, or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation or for limiting competition, or for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of these acts or things or property acquired, any Shares, Debenture, Debenture Stock, or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any Shares, Debentures, Debenture Stock, or securities so received.

3.9 To improve, manage, cultivate, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property or rights of the Company.

3.10 To acquire, dispose of, make a market or deal in, issue, borrow, lend and enter into every kind of transaction in relation to shares, debentures, warrants, options, securities and investments and instruments of every kind (including, without limitation, contracts for differences and contracts for futures and whether issued or entered into by the government of any country or territory, any public authority, any international organisation or any other person) and to carry out, enter into, manage, underwrite or arrange any issue, offering or distribution of any securities, investments or instruments of any kind.

3.11 To receive money on deposit or otherwise, to provide or arrange advances or any other form of credit or finance, to enter into or arrange transactions of every kind in relation to foreign exchange, bullion, commodities, futures, options and similar instruments and to engage in all forms of arbitrage.

3.12 To make, draw, accept, issue, execute, indorse, avalise, negotiate and deal with instruments and securities of every kind, whether or not negotiable or transferable.

3.13 To invest and deal with the monies of the Company not immediately required in such shares or upon such securities and in such manner as may from time to time be determined.

3.14 To lend and advance money or give credit to any company, firm or person and to give all kinds of indemnities and either with or without the Company receiving any consideration or advantage, direct or indirect, for giving any such guarantee, to guarantee either by personal covenant or by mortgaging or charging all or any part of the undertaking property, and assets, present and future, and uncalled capital of the Company or by both such methods, the performance of the obligations and the payment of the capital or principal (together with any premiums) of, and the dividends or interest on any debenture stock, shares or other securities of any company, firm or person, and in particular (but without limiting the generality of the foregoing) of any company which is for the time being the Company’s holding company (as defined by Section 736 of the Companies Act 1985), or a subsidiary (as defined by the said Section) of the Company or the Company’s holding company or otherwise associated with the Company in business.

3.15 To borrow or raise money in such manner as the Company shall think fit, and in particular by the issue of Debentures or Debenture Stock (perpetual or otherwise) and to secure the repayment of any money borrowed, raised, or owing, by mortgage, charge or lien upon the whole or any part of the Company’s property or assets (whether present or future) including its uncalled capital, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability that it may undertake.

3.16 To draw, make, accept, endorse, discount, execute, and issue promissory notes, bills of exchange, bills of trading, warrants, debentures, and other negotiable or transferable instruments.

3.17 To apply for, promote, and obtain any Act of Parliament, provisional Order, or License of the Board of Trade, or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to the prejudice of the Company’s interests.

3.18 To enter into any arrangements with any Governments or authorities (supreme, municipal, local or otherwise), or any companies, firms, or persons that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such Government, authority, company, firm, or person any charters, contracts, decrees, rights, privileges and concessions which the Company may think desirable, and to carry out, exercise, and comply with any such charters, contracts, decrees, rights, privileges and concessions.

3.19 To subscribe for, take, purchase, or otherwise acquire and hold shares or other interests in or securities of any other company whether or not having objects altogether or in part similar to those of this Company or carrying on any business capable of being carried on so as directly or indirectly to benefit this Company.

3.20 To act as a holding company (as defined by Section 736 of the Companies Act 1985).

3.21 To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contacts, and also to act in any of the businesses of the Company through or by means of agents, brokers, sub-contractors, or others.

3.22 To remunerate any person, firm or company rendering services to this Company, either by cash payment or by the allotment to him or them of shares or securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.

3.23 To pay all or any expenses incurred in connection with the promotion, formation, and incorporation of the Company, or to contract with any person, firm or company, to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any Shares, Debentures, Debenture Stock, or securities of this Company.

3.24 To support and subscribe to any charitable or public objects, and any institution, society, or club which may be for the benefit of the Company or its employees or any such other company or person as mentioned below, or may be connected with any town or place where the Company carries on business; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid to any persons who are or have been Directors or Officers of, or who are or have been employed by, or who are serving or have served the Company or any company which is a subsidiary of the Company or is allied to or associated in business with the Company or with any such subsidiary company or any business acquired by the Company, and to the wives, widows, children, and other relatives and dependants of such persons to make payment towards insurance, and to set up, establish, support, and maintain superannuation and other funds or schemes (whether contributory or non- contributory) for the benefit of any such persons and of their wives, widows, children and other relatives and dependants.

3.25 To promote any other company for the purpose of acquiring the whole or any part of the business or property and undertaking any of the liabilities of this Company, or of undertaking any business or operations which may appear likely to assist or benefit this Company or to enhance the value of any property or business of this Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such Company.

3.26 To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same.

3.27 To distribute among Members of the Company in kind any property of the Company and in particular any shares, debentures, or securities of any other company belonging to this Company or of which this Company may have the power of disposing.

3.28 To procure the Company to be registered or recognised in any part of the world.

3.29 To form and participate in partnerships of whatever nature, and without prejudice to the generality of the foregoing, whether limited, unlimited or general; and

3.30 To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them.

IT IS HEREBY EXPRESSLY DECLARED that each sub-clause of this clause shall be construed independently of the other sub-clauses hereof, and that none of the objects mentioned in any sub-clause shall be deemed to be merely subsidiary to the objects mentioned in any other sub-clause.

4 The share capital of the Company is £2,000,000,000 divided into 2,000,000,000 ordinary shares of £1 each.

WE, the subscriber to this Memorandum, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we agree to take the number of shares in the capital of the Company set out opposite our name.

NAME AND ADDRESS OF SUBSCRIBER	NO. OF SHARES TAKEN BY SUBSCRIBER
HAMMONDS DIRECTORS LIMITED 7 Devonshire Square London EC2M 4YH	ONE
HAMMONDS SECRETARIES LIMITED 7 Devonshire Square London EC2M 4YH	ONE

DATED 20 May 2004

WITNESS to the above signature:

Wendy Wilkes

Rutland House

148 Edmund Street

Birmingham B3 2JR

Legal Assistant

Amending Copy

Company Number: 5135565

THE COMPANIES ACTS 1985 AND 1989

AN UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

of

WPP FINANCE (UK)

1. PRELIMINARY

1.1 Regulations 3, 24, 32, 34, 35, 64, 81, 87 and 99 of Table A in the Statutory Instrument No. 805 of 1985 as amended by the Companies (Tables A to F) (Amendment) Regulations 1985 (hereinafter referred to as ‘Table A’) will not apply to the Company. These Articles together with the remaining Regulations of Table A modified in accordance with the Articles will constitute the Regulations of the Company; and

1.2 in these regulations the ~Act” means the Companies Act 1986 (as amended).

2 The Words “at least seven clear days’ notice” shall be substituted for the wods “at least fourteen days’ notice” in regulation 38 of Table A.

3 CAPITAL

3.1 Subject to Article 2.2 the shares of the Company, whether forming part of the original capital or of any increased capital, may be allotted or otherwise disposed of to such persons and for such consideration and upon such terms as the Directors may think fit subject in the case of any shares forming part of any increased capital directions as to their allotment or disposal being given by the Company in general meeting at the time of their creation;

3.2

3.2.1 after the initial allotment of shares by the Directors any further shares proposed to be issued will be offered to the Members in proportion (so far as possible) to the number of the existing shares held by each of them unless the Company by Special Resolution otherwise directs. The offer will be made by notice specifying the number of shares offered, and a period (of not less than fourteen days) within which the offer, if not accepted, will be deemed to be declined;

3.2.2 after the expiration of that period, the shares deemed to be declined will be offered (again in the proportion to their shareholding) to the persons who have, within the period specified, accepted all the shares offered to them pursuant to clause 2.2.1. This further offer will be made in the same manner and specify the same period for acceptance as the original offer; and

3.2.3 any shares not accepted pursuant to clause 2.2.1 and clause 2.2.2 or not capable of being offered except by way of fractions and any shares released from the

1

provisions of this Article by a Special Resolution of the Company will be under the control of the Directors. They may allot, grant options over or otherwise dispose of these shares to such persons, on such terms, and in such manner as they think fit. However; these shares must not be disposed of on terms which are more favourable to the subscribers to them than the terms on which they are offered to the Members. In accordance with Section 91 of the Act, Sections 89 and 90 of the Act will not apply to the Company.

3.3 Subject to Article 2.2 the Directors are authorised in accordance with Section 80 of the Act to exercise any power of the Company (and in particular the power contained in Article 2.1 of these regulations) to allot and grant rights to subscribe for or convert securities into shares of the Company up to the amount of the share capital created on the incorporation of the Company. This power will be exercisable at any time before the date of the fifth anniversary of incorporation of the Company. After this date the authority will expire except that the Directors may allot shares after the expiry in pursuance of any agreement or offer to allot made before the date of expiry. This authority may be revoked, varied or renewed (but not for more than five years at a time) by Ordinary Resolution;

3.4 subject to the provisions of Chapter VII of Part V of the Act any shares may be issued on terms that they are, or at the option of the Company are liable, to be redeemed;

3.5 subject to Chapter VII of Part V of the Act the Company may purchase its own shares (including redeemable shares) whether out of distributable profits or the proceeds of a fresh issue of shares or otherwise; and

3.6 subject to Chapter VI of Part V of the Act the Company may give financial assistance for the purpose of or in connection with any acquisition of shares made or to be made in the Company or its holding company (as such expression is defined in the Act) for the time being.

4 SHARE CAPITAL

4.1 The company may be special resolution:

4.1.1 Increase the share capital by such sum to be divided into shares of such amount as the resolution may prescribe;

4.1.2 Consolidate and divide all or any of its share capital into shares of a larfer amount than its existing shares;

4.1.3 Subdivide its shares, or any of them, into shares of a smaller amount that its existing shares;

4.1.4 Cancel any shares which at the date of passing of the resolution have not been taken or agreed to be taken by any person;

4.1.5 Reduce its share capital and any share premium account in any way.

5 SHARE CERTIFICATES

5.1 Regulation 6 of Table A shall be amended by the insertion of the words “. . . or signed by any two Directors or any one Director and the Company Secretary…” after the words “Every certificate shall be sealed with the seal…”

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6 TRANSFER OF SHARES

6.1 The Directors, in their absolute discretion and without assigning any reason whatsoever, may decline to register the transfer of any share whether or not it is a fully paid share.

7 PROCEEDINGS AT MEETINGS

7.1 All meetings other than the Annual General Meeting of the Company shall be referred to as Extraordinary General Meetings. All business transacted at an Extraordinary General Meeting of the Company shall be referred to as special and will be subject to regulation 38 of Table A;

7.2 notices convening any General Meeting shall comply with Section 372(3) of the Act thereby notifying Members of their right to appoint proxies; and

7.3 save while the Company is, from time to time, a wholly owned subsidiary (as such expression is defined in the Act) or single member company, no business shall be transacted at a General Meeting unless a quorum comprising of at least two members who are also entitled to vote is present. If such a quorum is not present within half an hour of the time appointed for an adjourned meeting then notwithstanding the provisions in regulation 41 of Table A the meeting may be dissolved. While the Company is a wholly owned subsidiary or single member company its sole member shall comprise a quorum.

8 VOTES OF MEMBERS

8.1 Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every Member present in person will have one vote, and on a poll every Member will have one vote for each share of which he is a holder

9 DIRECTORS

9.1 A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company will declare the nature of his interest at a meeting of the Directors or a committee of the Directors in accordance with Section 317 of the Act. A Director who has disclosed his interest may vote in respect of any contract, proposed contract or any arrangement in which he is interested directly or indirectly and such director will be counted in the quorum present at any meeting at which such contract or proposed contract or arrangement is being considered. Regulations 94 and 95 of Table A will not apply to the Company;

9.2 other than the office of Auditor, a Director may hold any other office or profitable position with the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine;

9.3 the Directors will not be subject to retirement by rotation. Regulations 73 to 75 of Table A will not apply and all other references in Table A to retirement by rotation shall be disregarded and Table A shall be construed accordingly;

9.4 any Director may act by himself or through his firm in a professional capacity for the Company. He or his firm will be entitled to remuneration for professional services as if he were not a Director; although this does not authorise a Director to act as Auditor for the Company; and

9.5 the office of a Director will be vacated:

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9.5.1 if by notice in writing to the Company he resigns the office of Director;

9.5.2 if he becomes bankrupt or insolvent, or enters into an arrangement with his creditors;

9.5.3 if he becomes of unsound mind; or

9.5.4 if he is prohibited from being a Director by any Court order, or he is otherwise disqualified from being a Director.

10 POWERS OF DIRECTORS

10.1 In addition to and without limitation of any other powers they have the Directors may:

10.1.1 either alone or with any subsidiaries of the Company or companies with which it is associated in business establish and make contributions out of the Company’s moneys to any schemes or funds providing pensions, annuities, sickness or compassionate allowances, life assurance benefits, donations, gratuities or other benefits for employees. Employees will include for the purpose of this Article 8.1.1 any director who may hold or have held any office or position with the Company and ex-employees of the Company and of any subsidiary or associated company and their wives, widows, relatives or dependants;

10.1.2 pay, enter into agreements to pay or make grants revocable or irrevocable (whether subject to any terms and conditions) of pensions or other retirement, superannuation, death or disability benefits to employees in addition to any monies due to an employee under a scheme established under Article 8.1.1. Any pension or benefit granted, pursuant to this Article, may be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement;

10.1.3 procure the establishment and subsidy of or subscription to and support of any institutions, association, clubs, funds or trusts calculated to be for the benefit of any employee or to advance the interests and well-being of the Company or of any subsidiary or associated company, or its members; and

10.1.4 may make payment for or towards the insurance of these people and subscriptions or guarantees of money for charitable or benevolent, general or useful objects.

11 BORROWING POWERS

11.1 The Directors may:

11.1.1 exercise all the powers of the Company to borrow and lend money and to mortgage or charge all or part of its undertaking, property, assets (both present and future) and uncalled capital; and

11.1.2 issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligations of the Company or its holding company (if any) or any subsidiary of the Company or its holding company or of any third party. For these purposes the expressions ‘holding company’ and “subsidiary shall have the same meaning as in the Act.

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12 QUORUM

12.1 The quorum necessary for the transaction of the business of the Board of Directors may be fixed by the Board, and unless so fixed shall be one, For the purpose of determining whether the quorum for the transaction of the business of the Board exists resolutions may be agreed by Directors by telephone and any Director consulted by telephone about the resolution will be counted in the quorum.

13 MANAGING DIRECTORS AND MANAGERS

13.1 The Directors may from time to time appoint one or more of their number to the office of Managing Director for such period and on such terms as they think fit. The appointment may be revoked by the Directors at any time and for any reason. A Managing Director’s appointment will automatically be terminated if he ceases for any reason to be a Director.

14 SECRETARY

14.1 The Secretary will be appointed by the Directors on such terms as they think fit and any Secretary appointed may be removed by them. If at any time there is no Secretary or for any reason no Secretary capable of acting. the Directors may appoint an assistant or deputy Secretary.

WE, the subscriber to this Memorandum, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we agree to take the number of shares in the capital of the Company set out opposite our name.

NAME AND ADDRESS OF SUBSCRIBER	NUMBER OF SHARES TAKEN BY SUBSCRIBER
HAMMONDS DIRECTORS LIMITED	ONE
7 Devonshire Square
London
EC2M 4YH
HAMMONDS SECRETARIES LIMITED	ONE
7 Devonshire Square
London
EC2M 4YH

DATED 20 May 2004

WITNESS to the above signature:

Wendy Wilkes

Rutland House

148 Edmund Street

Birmingham B3 2JR

Legal Assistant

5

EX-3.3

Exhibit 3.3

COMPANIES ACTS, 1963 to 2006

COMPANY LIMITED BY SHARES

MEMORANDUM

and

ARTICLES OF ASSOCIATION

of

WPP AIR 1 LIMITED

Incorporated 30 September 2008

A & L Goodbody

Solicitors

COMPANIES ACTS, 1963 to 2006

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

WPP AIR 1 LIMITED

1. The name of the Company is WPP Air 1 Limited

2. The objects for which the Company is established are:

2.1. To carry on the business of an investment and holding company, to acquire by purchase, lease, concession, grant, licence or otherwise such businesses, options, rights, privileges, lands, buildings, leases, underleases, stocks, shares, debentures, debenute stock, bonds, obligation, securities and policies.

2.2. To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

2.3. To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

2.4. To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company or carrying on any business capable of being carried on so as, directly or indirectly, to benefit this Company.

2.5. To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

2.6. To acquire and undertake the whole or any part of the business, property, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on, or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company.

2.7. To employ the funds of the Company in the development and expansion of the business of the Company and all or any of its subsidiary or associated companies and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or any of its subsidiary or associated companies or of any other industry ancillary thereto or which can conveniently be carried on in connection therewith.

2.8. To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

2.9. To borrow or otherwise raise money or carry out any other means of financing, whether or not by the issue of stock or other securities, and to enter into or issue interest and currency hedging and swap agreements, forward rate agreements, interest and currency futures or options and other forms of financial instruments, and to purchase, redeem or pay off any of the foregoing.

2.10. To secure the payment of money or other performance of financial obligations in such manner as the Company shall think fit, whether or not by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, present or future, including its uncalled capital.

2.11. To adopt such means of making known the Company and its products and services as may seem expedient.

2.12. To sell, improve, manage, develop, exchange, ease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

2.13. To acquire and carry on any business carried on by a subsidiary or a holding Company of the Company or another subsidiary of a holding company of the Company.

2.14. To provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind.

2.15. To guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the contracts or obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act, 1963, or another subsidiary as defined by the said section of the Company’s holding company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect from entering into such guarantee or other arrangement or transaction contemplated herein.

2.16. To amalgamate with any other company.

2.17. To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

2.18. To enter into partnership or into any arrangement for sharing profits, union of interests, cooperation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

2.19. To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations,

families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

2.20. To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

2.21. To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

2.22. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

2.23. To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

2.24. To procure the Company to be registered or recognised in any country or place.

2.25. To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

2.26. To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

2.27. To distribute any of the property of the Company in specie among the members.

2.28. To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no wise limited or restricted by reference to, or inference from, the terms of any other paragraph.

NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) will be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

3. The liability of the members is limited.

4. The share capital of the Company is €10,000 divided into 10,000 shares of €1 each.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers	Number of shares taken by each Subscriber
Goodbody Subscriber One Limited International and Financial Service Centre North Wall Quay Dublin 1	ONE(1)
Description: Limited Liability Company
Total Number of Shares Taken:	ONE(1)

Dated 26 September 2008

Witness to the above signatures: Katie Byrne Trainee Solicitor IFSC Dublin 1

COMPANIES ACTS, 1963 to 2006

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

WPP AIR1 LIMITED

PRELIMINARY

1. Table A: The regulations in Part II of Table A in the First Schedule to the Act (as amended by the Acts) will apply to the company subject to the alterations herein contained and will, so far as not inconsistent with these presents, bind the company and the shareholders.

2. Definitions: In these articles, unless the context otherwise requires:

the 1983 Act means the Companies (Amendment) Act, 1983;

the 1990 Act means the Companies Act, 1990;

the Acts means the Companies Acts, 1963 to 2006;

the Auditors means the auditors or auditor for the time being of the company;

Ireland means Ireland excluding Northern Ireland and all references in Table A to “the State” will be construed as meaning references to Ireland;

the Single-Member Company Regulations means the European Communities (Single-Member Private Limited Companies) Regulations, 1994; and

Table A means Table A in the First Schedule to the Act.

3. Interpretation:

3.1. All references in Table A to the Companies Acts, 1963 to 2006 will be construed as references to the Acts.

3.2. Unless the contrary is clearly stated, reference to any section of any of the Acts is to such section as same may be amended, extended or re-enacted (whether before or after the date hereof) from time to time.

3.3. Reference to any legislation or document includes that legislation or document as amended or supplemented from time to time.

3.4. Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine, and words importing persons include corporations.

3.5. Headings are inserted for convenience only and do not affect the construction of these articles.

SHARE CAPITAL

4. Capital Structure: The authorised share capital of the company is €10,000 divided into 10,000 Ordinary Shares of €1 each.

5. Directors’ Authority to Allot Shares: The directors are generally and unconditionally authorised to exercise all powers of the company to allot relevant securities (as defined for the purposes of section 20 of the 1983 Act) up to an amount equal to the authorised but unissued share capital of the company as at the date of incorporation of the company and such authority will expire five years from that date save that the company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. Section 23(1) of the 1983 Act is hereby excluded in its application in relation to all allotments by the company of equity securities as defined for the purposes of that section.

6. Purchase of Own Shares: Subject to and in accordance with the provisions of the Acts, the company may purchase its own shares (including any redeemable shares).

7. Financial Assistance: The company may give any form of financial assistance which is permitted by the Acts for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company or in the company’s holding company and regulation 10 of Part I of Table A will be modified accordingly.

TRANSFER OF SHARES

8. The instrument of transfer of a fully paid up share need not be signed by or on behalf of the transferee and regulation 22 of Part I of Table A will be modified accordingly.

GENERAL MEETINGS

9. General Meetings outside Ireland: The first annual general meeting of the company may be held in or outside Ireland. Subsequent annual general meetings shall be held in Ireland unless in respect of any particular meeting either all the members entitled to attend and vote at such meeting consent in writing to its being held elsewhere or a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting. Extraordinary general meetings may be held in or outside Ireland. Regulation 47 of Part I of Table A will not apply and regulation 50 will be construed as if the words “within the State” were deleted therefrom.

10. Auditors’ Requisition: An extraordinary general meeting shall be convened upon the requisition of the Auditors under the circumstances described in section 186 of the 1990 Act, as well as upon the requisition described in regulation 50 of Part I of Table A.

PROCEEDINGS AT GENERAL MEETINGS

11. Proxies: In regulation 70 of Part I of Table A the words “not less than 48 hours before the time for holding” and “not less than 48 hours before the time appointed for” will be deleted and there shall be substituted therefor the words “before the commencement of” on both occasions.

12. Poll: A poll may be demanded at any general meeting by any member present in person or by proxy who is entitled to vote thereat and regulation 59 of Part I of Table A will be modified accordingly.

VOTES OF MEMBERS

13. For so long as:

13.1. the company holds shares as treasury shares; or

13.2. any subsidiary of the company holds shares in the company

the company or the subsidiary as the case may be shall not exercise any voting rights in respect of the shares and regulations 63 to 73 of Part I of Table A will be modified accordingly.

RESOLUTIONS IN WRITING BY MEMBERS

14. A resolution in writing made pursuant to regulation 6 of Part II of Table A may consist of one document or two or more documents to the same effect each signed by one or more members.

SINGLE-MEMBER COMPANY

15. If at any time the company has only one member, that is to say that all the issued shares of the company are registered in the name of a sole person (whether a natural person or a body corporate), it will be a single-member company within the meaning of the single-member company regulations. If and so long as the company is a single-member company, the following provisions will apply notwithstanding anything to the contrary in these Articles or Table A:

15.1. Annual General Meetings: The sole member may decide to dispense with the holding of annual general meetings. Such decision will be effective for the year in which it is made and subsequent years, but nevertheless the sole member or the Auditors may require the holding of an annual general meeting in any such year in accordance with the procedure laid down in the Single-Member Company Regulations.

15.2. Where a decision to dispense with the holding of annual general meetings is in force, the accounts and the directors’ and Auditors’ reports that would otherwise be laid before an annual general meeting shall be sent to the sole member as provided in the Single-Member Company Regulations, and the provisions of the Acts with regard to the annual return and the accounts which apply by reference to the date of the annual general meeting will be construed as provided in the Single-Member Company Regulations.

15.3. Quorum at General Meetings: The sole member, present in person or by proxy, is a sufficient quorum at a general meeting.

15.4. Resolutions of Shareholders: All matters requiring a resolution of the company in general meeting (except the removal of the Auditors from office) may be validly dealt with by a decision of the sole member. The sole member must provide the Company with a written record of any such decision or, if it is dealt with by a written resolution under regulation 6 of Part II of Table A, with a copy of that resolution, and the decision or resolution shall be recorded and retained by the company.

15.5. Contracts with Sole Member: Where the company enters into a contract with the sole member which is not in the ordinary course of business and which is not in writing, and the sole member also represents the company in the transaction (whether as a director or otherwise), the directors shall ensure that the terms of the contract are forthwith set out in a written memorandum or are recorded in the minutes of the next directors’ meeting.

16. If and whenever the company becomes a single-member company or ceases to be a single-member company, it shall notify the Registrar of Companies as provided in the Single-Member Company Regulations.

DIRECTORS

17. Number of Directors: The company will have not less than two directors. Regulation 75 of Part I of Table A will not apply.

18. No Share Qualification: A director or alternate director will not be required to hold any shares in the company by way of qualification, and regulation 77 of Part I of Table A will not apply.

19. Directors’ Right to Attend Meetings: A director who is not a member of the company will nevertheless be entitled to receive notice of, attend and speak at any general meeting or separate meeting of the holders of any class of shares, and regulation 136 of Part I of Table A will be modified accordingly.

POWERS AND DUTIES OF DIRECTORS

20. Powers to Borrow and Grant Security: The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and, subject to section 20 of the 1983 Act, to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party. Regulation 79 of Part 1 of Table A will not apply.

21. Interests in Contracts: The obligations of a director to disclose the nature of his interest in any contract or proposed contract with the company will apply equally to any shadow director who shall declare his interest in the manner prescribed by section 27(3) of the 1990 Act.

22. Directors’ Contracts: No contract will be entered into by the company for the employment of, or the provision of services by, a director or a director of a holding company of the company containing a term to which section 28 of the 1990 Act applies without obtaining the approval provided for in that section, and regulation 85 of Part I of Table A will be modified accordingly.

DISQUALIFICATION OF DIRECTORS

23. The office of director will be ipso facto vacated if the director:

23.1. becomes prohibited from being a director of the company by reason of any declaration or order made under section 150 or 160 of the 1990 Act; or

23.2. is removed from office by notice in writing served upon him signed by all his co-directors as well as under the circumstances described in regulation 91 of Part I of Table A.

ROTATION AND RE-ELECTION

24. The directors will not retire at the first annual general meeting or by rotation, or require to be re-elected in general meeting following appointment by the directors. Regulations 92 to 100 inclusive of Part I of Table A will be modified accordingly.

PROCEEDINGS OF DIRECTORS

25. Committees of Directors: The meetings and proceedings of any committee formed by the directors will be governed by the provisions of these articles regulating the meetings and proceedings of directors so far as the same are applicable and are not superseded by any regulations imposed on such committee by the directors.

26. Alternate Directors:

26.1. Any director may from time to time appoint any person to be his alternate. The alternate will be entitled to attend and vote at any meeting of the directors at which the appointer is not personally present and, in the absence of the appointer, to exercise all the powers, rights, duties and authorities of the appointer as a director (other than the right to appoint an alternate hereunder), but will not be entitled to be remunerated otherwise than out of the fees of the appointer. Any appointment under this Article shall be effected by notice in writing given by the appointer to the Secretary. Any appointment so made may be revoked at any time by the appointer by notice in writing given by the appointer to the Secretary, and an alternate’s appointment will ipso facto come to an end if for any reason the appointer ceases to be a director.

26.2. An alternate may exercise all the powers, rights, duties and authorities of the director appointing him (other than the right to appoint an alternate hereunder).

26.3. A person may act as an alternate for more than one director and while he is so acting will be entitled to a separate vote for each director he is representing and, if he is himself a director, his vote or votes as an alternate will be in addition to his own vote. An alternate will be counted for the purpose of reckoning whether a quorum is present at any meeting attended by him at which he is entitled to vote, but where he is himself a director or is the alternate of more than one director he will only be counted once for such purpose.

26.4. Regulation 9 of Part II of Table A will not apply.

27. Resolutions of Directors and Committees at Electronic Board Meetings:

27.1. All or any of the directors, or of the members of a Committee, can take part in a meeting of the directors, or of a Committee as the case may be, by the use of conference telephone, videoconferencing or other telecommunications equipment designed to allow all persons participating to hear each other speak (an “Electronic Meeting”).

27.2. A person taking part in this way will be counted as being present at the meeting, and an Electronic Meeting will be considered to be a meeting of directors, or of a Committee as the case may be, for the purpose of passing resolutions but not for doing any other act or thing which, under specific requirements of the Acts, must be done at a meeting of directors.

27.3. The provisions of these regulations, in so far as they relate to the summoning of meetings of directors or of Committees, the appointment and powers of a chairman, the transaction of business, alternates, quorum, voting, adjournment and the keeping of minutes, will apply to an Electronic Meeting as if it were a meeting of directors, or of a Committee as the case may be, at which all those taking part were in the physical presence of each other.

28. Resolutions in Writing: A resolution in writing signed by each director (or his alternate) will be as valid as if it had been passed at a meeting of the directors duly convened and held. A resolution in writing signed by each member of a Committee (or, in the case of a director, his alternate) will be as valid as if it had been passed at a meeting of that Committee duly convened and held. Such a resolution may consist of one document or two or more documents to the same effect each signed by one or more of the signatories.

EXECUTIVE DIRECTORS

29. The directors may from time to time appoint one or more of themselves to be managing director or any other category of executive director for such period and on such terms as to remuneration or otherwise as they think fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. Regulations 110 and 111 of Part I of Table A will not apply and regulation 112 will apply to all executive directors as it applies to a managing director.

THE SEAL

30. An alternate who is not also a director will be entitled to sign or countersign an instrument to which the seal is affixed as if he were the director who appointed him, and regulation 115 of Part I of Table A will be modified accordingly.

ACCOUNTS

31. The company will comply with the provisions of the acts and all other relevant legislation with regard to accounts, and regulations 125 to 129 of Part I of Table A will be modified accordingly.

CAPITALISATION OF PROFITS

32. The reference in regulation 130 to section 64 of the Act will be construed as a reference to section 207 of the 1990 Act.

AUDITORS

33. The Auditors will be appointed and removed and their rights and duties regulated in accordance with the Acts. The Auditors will be entitled to attend any general meeting and to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive, and to be heard on any part of the business which concerns them as auditors. Regulation 132 of Part I of Table A will not apply.

NOTICES

34. A notice to be given by the company to any person entitled to receive it (the “Addressee”) shall be in writing and may be given to the Addressee personally, delivered or posted (properly addressed and prepaid) to his registered address or transmitted by telecopier to any telecopier number which the Addressee may have furnished to the company for the purpose. A notice given in a manner referred to in this Article will be deemed to given as follows:

34.1. if given to the Addressee personally or delivered, when so given or delivered;

34.2. if posted, in the case of the notice of a meeting, 24 hours after posting or, in any other case, at the time at which the letter would be delivered in the ordinary course of post; or

34.3. if transmitted by telecopier, when so transmitted provided the correct code or telecopier number is received on the transmission report.

Regulation 133 of Table A will not apply.

INDEMNITY

35. Subject to the Acts, every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 391 of the Act in which relief is granted to him by the court. Regulation 138 of Part I of Table A will not apply.

Names, Addresses and Descriptions at Subscribers

Goodbody Subscriber One Limited

International and Financial Service Centre

North Wall Quay

Dublin 1

Description: Limited Liability Company

Dated 26 September 2008

Witness to the above signatures: Katie Byrne Trainee Solicitor IFSC Dublin 1

EX-3.4

Exhibit 3.4

Company Number 5537577

THE COMPANIES ACTS 1985 AND 2006

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

WPP 2008 LIMITED

(Incorporating all amendments to 21 November 2008)

1 The Company’s name is “WPP 2008 LIMITED” ¹²

2 The Company’s registered office is to be situated in England and Wales

3 The Company’s objects are

(1) To carry on the business or businesses of media advertising, market research, public relations, sales promotion and specialist communications and to develop concepts for advertising, marketing, research, sales promotion and similar operations

(2) To acquire and hold any kind of interest in, or provide any form of capital for, any enterprise, concern or person, to carry on business as a holding and investment company, and, generally and in addition, to carry out, or through subsidiaries or otherwise be interested or participate in, all kinds of financial, commercial, transport, industrial, technological and other transactions and activities

(3) To acquire, dispose of, deal in. and enter into every other kind of transaction in relation to land, buildings, plant, machinery, equipment, vehicles, ships, rigs, aircraft, merchandise, goods and other assets

(4) To undertake any manufacturing, processing, assembly or similar business

(5) To carry out, commission or co-ordinate any construction or engineering works or projects on land or otherwise

(6) To acquire, dispose of, make a market or deal in, issue, borrow, lend and enter into every kind of transaction in relation to shares, debentures, warrants, options, securities and investments and instruments of every kind (including, without limitation, contracts for differences and contracts for futures and whether issued or entered into by the government of

¹ The Company was incorporated under the name “WPP 2005 plc”, changed its name to “WPP Group plc” on 25 October 2005 and adopted the name WPP 2008 plc on 20 November 2008

² The Company re-registered as a private limited company on 24 November 2008

1

any country or territory, any public authority, any international organisation or any other person) and to carry out, enter into, manage, underwrite or arrange any issue, offering or distribution of any securities, investments or instruments of any kind

(7) To receive money on deposit or otherwise, to provide or arrange advances or any other form of credit or finance, to enter into or arrange transactions of every kind in relation to foreign exchange, billion, commodities, futures, options and similar instruments and to engage in all forms of arbitrage

(8) To carry on all kinds of insurance business and all kinds of business connected with insurance

(9) To act as trustee, personal representative, director or agent of any kind and for any purposes, and to establish, operate or otherwise act in relation to any unit trust, investment trust or collective investment scheme

(10) To provide management, administrative, advisory, professional and technical services of any kind and in any manner

(11) To undertake any kind of scientific or technical research and development and acquire, develop, register, protect and renew patents, trade-marks, copyrights, designs, inventions, processes and intellectual, technical and similar rights and all forms of know-how

(12) To undertake any business or transaction which the directors consider can be profitably or advantageously undertaken in conjunction or concurrently with any other business or transaction being or proposed to be undertaken by the Company, and to turn to account any of the Company’s assets in any manner which the directors consider expedient

(13) To enter into all forms of distributorship, franchise, licensing and agency transactions

(14) To enter into any partnership, joint venture, co-operation and similar transactions, to carry out any form of take-over, acquisition, merger, amalgamation, demerger or reorganisation, to acquire or assume all or any part of the undertaking, assets, liabilities and obligations of any person, and to sell, transfer or otherwise dispose of all or any part of the undertaking, assets, liabilities and obligations of the Company

(15) To borrow or raise money by any method and to obtain any form of credit or finance

(16) To secure the payment of any moneys, the discharge of any liabilities and the observance or performance of any kind of obligations by the Company by any mortgage, charge, pledge, lien or other security of any kind over the whole or any part of the undertaking and assets of the Company, wherever situate, including its uncalled capital, and, without prejudice to the generality of the preceding words, to enter into any such transaction in relation to any instruments or securities which have been or may be issued by the Company

(17) To guarantee in any manner, or to enter into any kind of indemnity or other arrangement in relation to, the discharge, observance or performance of any liabilities of any person, including, but without limitation, any company which is a holding company or a subsidiary of the Company, and to secure any such guarantee, indemnity or arrangement or the discharge, observance and performance of any liabilities of any person (including, but not limited to, any such company) by any mortgage, charge, pledge, lien or other security of any kind over the whole or any part of the undertaking and assets of the Company, wherever situate, including its uncalled capital,

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(18) To give any form of financial assistance that may lawfully be given in connection with the acquisition of shares in the Company or any other company,

(19) To make, draw, accept, issue, execute, indorse, avalise, negotiate and deal with instruments and securities of every kind, whether or not negotiable or transferable

(20) To employ, accept on secondment, retain and appoint managers, employees, professional and technical staff and personnel and advisers of every kind, and to enter into any arrangement for payment or other remuneration (including all forms of benefits) in respect of the services of such persons

(21) To provide or arrange for pensions, lump sum payments, gratuities, life, health, accident and other insurances and other benefits (pecuniary or otherwise) of every kind to or for the benefit of any individuals who are or have been directors of, or employed by, or who provide or have provided personal services to or for, the Company or any company which is or has been a subsidiary, holding company or fellow subsidiary of the Company or otherwise connected with the Company or the predecessors in business of the Company or of any such subsidiary, holding or fellow subsidiary or connected company and to or for the benefit of the wives, widows, children and other relatives and dependants of such individuals and other persons who have or formerly had with any such individuals any relationship of such a kind as the directors may approve, and for those purposes to establish or participate in any fund or scheme, to effect or contribute to any form of insurance and to enter into any other arrangements of any kind which the directors may approve

(22) To establish, maintain and participate in profit sharing, share holding, share option, incentive or similar schemes for the benefit of any of the directors or employees of the Company or of any such subsidiary, holding or fellow subsidiary or connected company and of any other person falling within any category approved by the directors, and to lend money to any such directors, employees or persons or to trustees on their behalf to enable any such schemes to be established or maintained

(23) To support and subscribe to any institution or association which may be for the benefit of the Company or its directors or employees or connected with any town or place where the Company carries on business, and to support and subscribe to any charitable or public object whatsoever

(24) To distribute among the members of the Company in kind any assets of the Company

(25) To pay any expenses connected with the promotion, formation and incorporation of the Company, to contract with any person to pay the same, and to pay commissions, fees and expenses or issue securities of the Company for underwriting, placing, distributing, or entering into any other kind of transaction in relation to, any securities of the Company

(26) To exercise any power of the Company for any consideration of any kind or for no consideration whatsoever

(27) To exercise any power of the Company in any country or territory and by or through agents, trustees, sub-contractors or otherwise and either alone or in conjunction with others

(28) To do all other things (whether similar to any of the foregoing or not) which may be considered incidental or conducive to the attainment of the Company’s objects or any of them

and it is declared that

3

(a) this clause shall be interpreted in the widest and most general manner and without regard to the ejusdem generis rule or any other restrictive principle of interpretation,

(b) each of the subclauses of this clause shall, unless it expressly provides to the contrary, be deemed to set out a separate, distinct and independent object of the Company and not a power ancillary or incidental to the objects set out in any other subclause,

(c) each of those subclauses shall be without prejudice to, or to the generality of, any other subclause and shall be in no way limited or restricted by reference to or inference from any other subclause,

(d) in this clause

(i) “assets” includes property, rights and interests of every description, whether present or future, actual or contingent,

(ii) “dispose of”, in relation to an asset, includes surrendering or extinguishing it, and also creating or granting it or any interest or right out of or in respect of it,

(iii) “liabilities” includes debts and obligations of every description, whether present or future, actual or contingent,

(iv) “person” includes any partnership, corporation and unincorporated body and any country, territory, public authority and international organisation,

(v) “transaction” includes any scheme, arrangement and project, and

(vi) the word “company”, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether corporate or unincorporate and whether incorporated, resident or domiciled in the United Kingdom or elsewhere

4 The liability of the members is limited

5 The share capital of the Company is £8,312,550,000 divided into 1,750,000,000 ordinary shares of 475p each and 50,000 redeemable preference shares of £1 each The Company has power to increase and divide the shares into several classes and attach thereto any preferential or special rights, privileges or conditions in accordance with the regulations of the Company ³

³ On 27 October 2005, the share capital of the Company was reduced by reducing the nominal value of the ordinary shares from 475p to 10p, as sanctioned by the High Court of England and Wales  The preference shares were redeemed at par on 25 October 2005  On 25 September 2008, 20 authorised but unissued ordinary shares of 10p each were re-designated as deferred non-voting shares   On 19 November 2008, the issued share capital of the Company (excluding the deferred non-voting shares), being 1,252,652,636 ordinary shares of 10p each, was cancelled pursuant to a scheme of arrangement between the Company and its shareholders and the authorised share capital was increased to its former amount by the creation of a number of new ordinary shares of 10p each in the capital of the Company equal to the number of shares cancelled less ten ordinary shares and one special voting share of £1  The authorised share capital as at 21 November 2008 was £175,000,000 divided into 1,749,999,970 ordinary shares of 10p each, 20 deferred non-voting shares of 10 pence each and one special voting share of £1

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We, the several persons whose names, addresses and descriptions are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS     Number of Shares (in words) taken by each Subscriber  

SIGNED BY	)
MARK READ	)
27 Farm Street		One
London	)
W1J 5RJ	)
Company Director	)
SIGNED BY	)
PAUL RICHARDSON	)
15 Manor Court Road		One
Hanwell	)
London	)
W7 3EJ	)
Company Director	)

Dated the 5 day of August, 2005

Witness to the above signatures

SIGNED BY	)
Name of the witness	)	Andrea Harris
Address of the witness	)	27 Farm Street
	)	London
	)	W1J 5RG

5

THE COMPANIES ACTS 1985 AND 2006

A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

WPP 2008 LIMITED

(ADOPTED BY SPECIAL RESOLUTION PASSED ON 24 JUNE 2008,

AND INCORPORATING CHANGES WHICH CAME INTO FORCE ON 1 OCTOBER 2008 AND

FURTHER AMENDED BY SPECIAL RESOLUTIONS PASSED ON 30 OCTOBER 2008 AND 21

NOVEMBER 2008)

NO 5537577

ALLEN & OVERY

ALLEN & OVERY LLP

LONDON

CONTENTS

Clause	Page
Preliminary	3
Share Capital	4
Share Certificates	4
Lien	5
Calls on Shares and Forfeiture	5
Transfer of Shares	6
Transmission of Shares	7
Alteration of Share Capital	7
Purchase of Own Shares	8
General Meetings	8
Notice of General Meetings	9
Proceedings at General Meetings	9
Votes of Members	10
Number of Directors	12
Alternate Directors	12
Powers of Directors	13
Delegation of Directors’ Powers	14
Appointment and Retirement of Directors	14
Removal and Disqualification of Directors	14
Remuneration of Directors	15
Directors’ Expenses	15
Directors’ Appointments and Interests	15
Directors’ Gratuities and Pensions	16
Directors’ Interests other than in Relation to Transactions or Arrangements with the Company	16
Directors’ Interests in Relation to Transactions or Arrangements with the Company	18
Proceedings of Directors	18
Directors’ Duties	19
Secretary	20
Minutes	20
Seal	20
Dividends	21
Accounts	21
Capitalisation of Profits	22
Notices	22
Winding Up	23
Directors’ Indemnity, Insurance and Defence	23
Scheme of Arrangement	24
Deferred non-voting shares	25
Special voting share	26

Company number

5537577

THE COMPANIES ACTS 1985 AND 2006

A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

WPP 2008 LIMITED

(adopted by special resolution

passed on 21 November 2008)

PRELIMINARY

1 None of the regulations in Table A shall apply to the Company For the purposes of these articles, Table A means Table A in the Schedule to the Companies (Tables A to F) Regulations 1985, as amended by the Companies (Tables A to F) (Amendment) Regulations 1985, the Companies Act 1985 (Electronic Communications) Order 2000, the Companies (Tables A to F) (Amendment) Regulations 2007 and the Companies (Tables A to F) (Amendment) (No 2) Regulations 2007

2 (a) In these articles

Act means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force and any provisions of the Companies Act 2006 for the time being in force,

these articles means these articles of association, as from time to time altered,

clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect,

executed includes any mode of execution,

holder in relation to shares means the member whose name is entered in the register of members as the holder of the shares,

office means the registered office of the Company,

paid up includes credited as paid up,

seal means any common seal of the Company or any official seal or securities seal which the Company may have or be permitted to have under the Statutes,

secretary means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary,

Statutes means the Act and every other statute, statutory instrument, regulation or order for the time being in force concerning companies registered under the Act, and

United Kingdom means Great Britain and Northern Ireland

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(b) Unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act but excluding any statutory modification of them not in force when these articles become binding on the Company

(c) Unless the contrary intention appears, words importing the singular number include the plural number and vice versa, words importing one gender include all genders and words importing persons include bodies corporate and unincorporated associations

(d) Headings to these articles are inserted for convenience only and shall not affect construction

SHARE CAPITAL

3 Subject to the provisions of the Act and without prejudice to any rights attached to any existing shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine

4	(a)	The directors are generally and unconditionally authorised, in accordance with section 80 of the Companies Act 1985, to exercise all the powers of the Company to allot relevant securities up to a maximum nominal amount of £175,000,000
	(b)	The authority contained in paragraph 1 shall expire on the day five years after the date of the adoption of these articles but the Company may, before the authority expires, make an offer or agreement which would or might require relevant securities to be allotted after it expires

(c) Section 89(1) of the Companies Act 1985 (which regulates the power to allot equity securities, as defined in section 94 of the Companies Act 1985) is excluded

5 Subject to the provisions of the Act, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder on such terms and in such manner as may be provided by these articles

6 The Company may exercise the powers of paying commissions conferred by the Act Subject to the provisions of the Act, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other

7 Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and (except as otherwise provided by these articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right to the entirety of it in the holder

SHARE CERTIFICATES

8 Every member, upon becoming the holder of any shares, shall be entitled without payment to one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the directors may determine Every certificate shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up on those shares The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them

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9 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate

LIEN

10 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share The directors may at any time declare any share to be wholly or in part exempt from the provisions of this article The Company’s lien on a share shall extend to any amount payable in respect of it

11 The Company may sell in such manner as the directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold

12 To give effect to a sale the directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser The title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale

13 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale

CALLS ON SHARES AND FORFEITURE

14 Subject to the terms of allotment, the directors may make calls upon the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares A call may be required to be paid by instalments A call may, before receipt by the Company of any sum due under it, be revoked in whole or part and payment of a call may be postponed in whole or part A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made

15 A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed

16 The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it

17 If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Act) but the directors may waive payment of the interest wholly or in part

18 An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these articles shall apply as if that amount had become due and payable by virtue of a call

5

19 Subject to the terms of allotment, the directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares

20 If a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than 14 clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited

21 If the notice is not complied with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture

22 Subject to the provisions of the Act, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the person who was before the forfeiture the holder or to any other person and at any time before sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the directors think fit Where for the purposes of its disposal a forfeited share is to be transferred to any person the directors may authorise some person to execute an instrument of transfer of the share to that person

23 A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the appropriate rate (as defined in the Act) from the date of forfeiture until payment but the directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal

24 A statutory declaration by a director or the secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share

TRANSFER OF SHARES

25 The instrument of transfer of a share may be in any usual form or in any other form which the directors may approve and shall be executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee

26 The directors may refuse to register the transfer of a share which is not fully paid to a person of whom they do not approve and they may refuse to register the transfer of a share on which the Company has a lien They may also refuse to register a transfer unless

(a) it is lodged at the office or at such other place as the directors may appoint and is accompanied by the certificate for the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer,

6

(b) it is in respect of only one class of shares, and

(c) it is in favour of not more than four transferees

27 If the directors refuse to register a transfer of a share, they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal

28 The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods (not exceeding 30 days in any year) as the directors may determine

29 No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share

30. The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given

TRANSMISSION OF SHARES

31 If a member dies the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest, but nothing in these articles shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him

32 A person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee If he elects to become the holder he shall give notice to he Company to that effect If he elects to have another person registered he shall execute an instrument of transfer of the share to that person All the provisions of these articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred

33 A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company

ALTERATION OF SHARE CAPITAL

34 The Company may by ordinary resolution

(a) increase its share capital by new shares of such amount as the resolution prescribes,

(b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares,

(c) subject to the provisions of the Act, sub-divide its shares, or any of them, into shares of smaller amount and the resolution may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage as compared with the others, and

7

(d) cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled

35 Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company) and distribute the net proceeds of sale in due proportion among those members, and the directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale

36 Subject to the provisions of the Act, the Company may by special resolution reduce its share capital, any capital redemption reserve and any share premium account in any way

PURCHASE OF OWN SHARES

37 Subject to the provisions of the Act, the Company may purchase its own shares (including any redeemable shares) and make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares

GENERAL MEETINGS

38 The directors may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall’ forthwith proceed to convene a general meeting in accordance with the provisions of the Act If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the Company may call a general meeting

39	(a)	A general meeting or a meeting of any class of members of the Company may consist of a conference between members some or all of whom are in different places provided that each member who participates is able
		(i)	to hear each of the other participating members addressing the meeting, and
		(ii)	if he so wishes, to address all of the other participating members simultaneously,
		whether directly, by conference telephone or by any other form of communications equipment (whether in use when these articles are adopted or not) or by a combination of those methods
	(b)	A quorum is deemed to be present if those conditions are satisfied in respect of at least the number of members required to form a quorum
	(c)	A meeting held in this way is deemed to take place at the place where the largest group of participating members is assembled or, if no such group is readily identifiable, at the place from where the chairman of the meeting participates
	(d)	A resolution put to the vote of a meeting shall be decided by each member indicating to the chairman (in such manner as the chairman may direct) whether the member votes in favour of or against the resolution or abstains

8

(e) References in this article to members shall include their duly appointed proxies and, in the case of corporate members, their duly authorised representatives

NOTICE OF GENERAL MEETINGS

40 General meetings shall be called by at least 14 clear days’ notice but a general meeting may be called by shorter notice if it is so agreed by a majority in number of the members having a right to attend and vote being a majority together holding not less than 90% in nominal value of the shares giving that right

41 The notice shall specify the time and place of the meeting and the general nature of the business to be transacted

42 Subject to the provisions of these articles arid to any restrictions imposed on any shares, the notice shall be given to all the members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the directors and auditors

43 The accidental omission to give notice of a meeting, to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting

PROCEEDINGS AT GENERAL MEETINGS

44 No business shall be transacted at any meeting unless a quorum is present In the case of a company with a single member, one qualifying person (as defined in section 318(3) of the Companies Act 2006) present at a meeting is a quorum In any other case (and subject to the Statutes), two qualifying persons present at a meeting are a quorum

45 If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the directors may determine

46 The chairman, if any, of the board of directors or in his absence some other director nominated by the directors shall preside as chairman of the meeting, but if neither the chairman nor such other director (if any) be present within 15 minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number to be chairman and, if there is only one director present and willing to act, he shall be chairman

47 If no director is willing to act as chairman, or if no director is present within 15 minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman

48 A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company

49 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place When a meeting is adjourned for 14 days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted Otherwise it shall not be necessary to give any such notice

9

50	Subject to article 39 a resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded Subject to the provisions of the Act, a poll may be demanded
	(a)	by the chairman, or
	(b)	by at least two members having the right to vote at the meeting, or
	(c)	by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting, or
	(d)	by a member or members holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right,
	and a demand by a person as proxy for a member shall be the same as a demand by the member

51 Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution

52 The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made

53 A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded

54 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have

55 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made

56 No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken

VOTES OF MEMBERS

57 Subject to any rights or restrictions attached to any shares

(i) on a show of hands, every qualifying person (as defined in section 318(3) of the Companies Act 2006) present, shall, subject to section 323(4) of the Companies Act 2006, have one vote, and

(ii) on a poll, every member shall have one vote for every share of which he is the holder

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58 In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members

59 A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy Evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with paragraph (a) of article 65 for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable

60 No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either an person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid

61 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive

62 On a poll votes may be given either personally or by proxy A member may appoint more than one proxy to attend on the same occasion

63 An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor and shall be in the following form (or in a form as near to it as circumstances allow or in any other form which is usual or which the directors may approve)

“                                          Limited

I/We,                     , of                     , being a member/members of the above-named Company, hereby appoint                      of                     , or                     failing                     him,                     of                     , as my/our proxy to vote in my/our name[s] and on my/our behalf at the general meeting of the Company to be held on, [                     ], and at any adjournment thereof

Signed on, [                     ]”

64 Where it is desired to afford members an opportunity of instructing the proxy how be shall act the instrument appointing a proxy shall be in the following form (or in a form as near to it as circumstances allow or in any other form which is usual or which the directors may approve)

“                                          Limited

I/We,                     , of                     , being a member/members of the above-named Company, hereby appoint                     of                     , or failing him,                     of                     , as my/our proxy to vote in my/our name[s] and on my/our behalf at the general meeting of the Company, to be held on, [                     ], and at any adjournment thereof

This form is to be used in respect of the resolutions mentioned below as follows

Resolution No 1 *for *against

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Resolution No 2 *for *against

*Strike out whichever is not desired

Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.

Signed on, [                    ]”

65 The instrument appointing a proxy and any authority under which it is executed (or such copy of the instrument or the authority or both as the directors may approve) may

(a) be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or

(b) be deposited at the place where the meeting or adjourned meeting is to be held at any time before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or

(c) in the case of a poll taken more than 48 hours after it is demanded, be deposited as specified in (a) above after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll, or

(d) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director, or

(e) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be deposited at the place appointed for the taking of the poll at any time within the 24 hours preceding the time appointed for the taking of the poll,

and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid

66 A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll

NUMBER OF DIRECTORS

67 Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum but shall be not less than two

ALTERNATE DIRECTORS

68 Any director may appoint

(a) any other director, or

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(b) any director of any holding company of the Company or of any other subsidiary of that holding company, or

(c) any other person approved by a resolution of the directors or by a majority of the other directors

who is willing to act, to be an alternate director and may remove from office an alternate director so appointed by him

69 An alternate director shall be entitled to receive notice of all meetings of directors and of all meetings of committees of directors of which his appointor is a member to attend and to vote at any meeting at which the director appointing him is not personally present, and at that meeting to exercise and discharge all the functions, powers and duties of his appointor as a director and for the purposes of proceedings at that meeting the provisions of these articles shall apply as if he was a director

70 Every person acting as alternate director shall have one vote for each director for whom he acts as alternate, in addition to his own vote if he is also a director, but he shall count as only one for the purpose of determining whether a quorum is present

71 Any person appointed as an alternate director shall vacate his office as an alternate director if the director by whom he has been appointed ceases to be a director or removes him or on the beginning of any event which, if he were a director, causes or would cause him to vacate that office

72 Any appointment or removal of an alternate director shall be by notice to the Company signed by the director making or revoking the appointment or in any other manner approved by the directors

73 An alternate director shall alone be responsible for his acts and defaults and shall not be deemed to be the agent of the director appointing him

POWERS OF DIRECTORS

74 Subject to the provisions of the Act, the memorandum and these articles and to any directions given by special resolution, the business of the Company shall be managed by the directors who may exercise all the powers of the Company No alteration of the memorandum or these articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given

The powers given by this article shall not be limited by any special power given to the directors by these articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors

75 Without prejudice to any other of their powers, the directors may exercise any of the powers conferred by the Statutes to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or any of its subsidiaries

76 The directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers

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DELEGATION OF DIRECTORS’ POWERS

77 The directors may delegate any of their powers to any committee consisting of one or more directors They may also delegate to any managing director or any director holding any other executive office such of their powers as they consider desirable to be exercised by him Any such delegation may be made subject to any conditions the directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the articles regulating the proceedings of directors so far as they are capable of applying

APPOINTMENT AND RETIREMENT OF DIRECTORS

78	(a)	The holders of a majority of the ordinary shares in the Company in issue may appoint any person as a director of the Company and may remove any director Any appointment or removal shall be made in writing signed by the holders of the majority of the ordinary shares in the Company in issue and, in the case of a body corporate holding any of those shares, the signature of any officer or other duly appointed representative shall suffice Any appointment or removal shall take effect when it is lodged at the office or produced at any meeting of the directors
	(b)	The directors may appoint any person who is willing to act to be a director, either to fill a casual vacancy or as an additional director
79	(a)	No director shall vacate his office or be ineligible for re-appointment as a director, nor shall any person be ineligible for appointment as a director, by reason only of his having attained a particular age
	(b)	No special notice is required of any resolution appointing or approving the appointment of such a director nor is any notice required to state the age of the person to whom the resolution relates

REMOVAL AND DISQUALIFICATION OF DIRECTORS

80 The office of a director shall be vacated if

(a) he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director, or

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally, or

(c) he is, or may be, suffering from mental disorder and either

(i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960, or

(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs, or

(d) he resigns his office by notice to the Company, or

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(e) he shall for more than six consecutive months have been absent without permission of the directors from meetings of directors held during that period and the directors resolve that his office be vacated, or

(f) he is removed from office in accordance with article 78 above

REMUNERATION OF DIRECTORS

81 The directors shall be entitled to such remuneration as the Company may by ordinary resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day

DIRECTORS’ EXPENSES

82 The directors may be paid all traveling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of directors or committees of directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties

DIRECTORS’ APPOINTMENTS AND INTERESTS

83 Subject to the provisions of the Act, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the Company and may enter into an agreement or arrangement with any director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director Any such appointment, agreement or arrangement may be made upon such terms as the directors determine and they may remunerate any such director for his services as they think fit Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any claim to damages for breach of the contract of service between the director and the Company

84 Subject to the provisions of the Act, and provided that he has disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office

(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested,

(b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested, and

(c) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit

85 For the purposes of article 84

(a) a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified, and

(b) an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his

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DIRECTORS’ GRATUITIES AND PENSIONS

86 The directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any director who has held but no longer holds any [executive] office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse or a civil partner and a former civil partner) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit

DIRECTORS’ INTERESTS OTHER THAN IN RELATION TO TRANSACTIONS OR

ARRANGEMENTS WITH THE COMPANY

87	(a)	If a situation (a Relevant Situation) arises in which a director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company (including, without limitation, in relation to the exploitation of any property, information or opportunity, whether or not the Company could take advantage of it but excluding any situation which cannot reasonably be regarded as likely to give rise to a conflict of interest) the following provisions shall apply if the conflict of interest does not arise in relation to a transaction or arrangement with the Company
		(i)	if the Relevant Situation arises from the appointment or proposed appointment of a person as a director of the Company
			(A)	the directors (other than the director, and any other director with a similar interest, who shall not be counted in the quorum at the meeting and shall not vote on the resolution), or
			(B)	the members (by ordinary resolution or by notice in writing given to the Company by the holders of a majority of the ordinary shares of the Company)
			may resolve to authorise the appointment of the director and the Relevant Situation on such terms as they may determine,
		(ii)	if the Relevant Situation arises in circumstances other than in paragraph (i) above
			(A)	the directors (other than the director and any other director with a similar interest who shall not be counted in the quorum at the meeting and shall not vote on the resolution), or
			(B)	the members (by ordinary resolution or by notice in writing given to the Company by the holders of a majority of the ordinary shares of the Company)
				may resolve to authorise the Relevant Situation and the continuing performance by the director of his duties on such terms as they may determine
	(b)	Any reference in paragraph (a) above to a conflict of interest includes a conflict of interest and duty and a conflict of duties

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	(c)	Any terms determined by the directors or the members under paragraphs (a)(i) above or (a)(ii) above may be imposed at the time of the authorisation or may be imposed or varied subsequently by either the directors or the members and may include (without limitation)
		(i)	whether the interested directors may vote (or be counted in the quorum at a meeting) in relation to any resolution relating to the Relevant Situation,
		(ii)	the exclusion of the interested directors from all information and discussion by the Company of the Relevant Situation, and
		(iii)	(without prejudice to the general obligations of confidentiality) the application to the interested directors of a strict duty of confidentiality to the Company for any confidential information of the Company in relation to the Relevant Situation
	(d)	Any authorisation given under paragraphs (a)(i) or (a)(ii) above may be withdrawn by either the directors or the members by giving notice to the director concerned
	(e)	An interested director must act in accordance with any terms determined by the directors or the members under paragraphs (a)(i) or (a)(ii) above
	(f)	Except as specified in paragraph (a) above, any proposal made to the directors and any authorisation by the directors in relation to a Relevant Situation shall be dealt with in the same way as any other matter may be proposed to and resolved upon by the directors in accordance with the provisions of these articles
	(g)	Any authorisation of a Relevant Situation given by the directors or the members under paragraph (a) above may provide that, where the interested director obtains (other than through his position as a director of the Company) information that is confidential to a third party, he will not be obliged to disclose it to the Company or to use it in relation to the Company’s affairs in circumstances where to do so would amount to a breach of that confidence
	(h)	(i)	If the directors make an authorisation under paragraph (a) above, impose or vary the terms of an authorisation under paragraph (c) above, or withdraw an authorisation under paragraph (d) above, they shall, as soon as reasonably practicable, notify the members of this fact and provide, where applicable, any relevant particulars regarding the authorisation or its terms
		(ii)	If the members make an authorisation under paragraph (a) above, impose or vary the terms of an authorisation under paragraph (c) above, or withdraw an authorisation under paragraph (d) above, they shall, as soon as reasonably practicable, notify the directors of this fact and provide, where applicable, any relevant particulars regarding the authorisation or its terms
88	(a)	A director shall, as soon as reasonably practicable, declare the nature and extent of his interest in a Relevant Situation within article 87(a)(i) or 87(a)(ii) to the other directors and the members
		Failure to comply with this requirement does not affect the underlying duty to make the declaration of interest
	(b)	If a declaration of interest in relation to a Relevant Situation proves to be, or becomes, inaccurate or incomplete, a further declaration must be made

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DIRECTORS’ INTERESTS IN RELATION TO TRANSACTIONS OR ARRANGEMENTS WITH

THE COMPANY

89 The relevant provisions of the Companies Act 2006 (including, without limitation, sections 177 and 182) shall apply in relation to declarations of interest in proposed transactions or arrangements with the Company and declarations of interest in existing transactions or arrangements with the Company

PROCEEDINGS OF DIRECTORS

90	Subject to the provisions of these articles, the directors may regulate their proceedings as they think fit A director may, and the secretary at the request of a director shall, call a meeting of the directors Notices of meetings of the directors shall be given to all directors and to any alternate directors appointed by them Questions arising at a meeting shall be decided by a majority of votes In the case of an equality of votes, the chairman shall have a second or casting vote
91	The quorum for the transaction of the business of the directors may be fixed by the directors and unless so fixed at any other number shall be two
92	The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting
93	The directors may appoint one of their number to be the chairman of the board of directors and may at any time remove him from that office Unless he is unwilling to do so, the director so appointed shall preside at every meeting of directors at which he is present But if there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting
94	All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote
95	(a)	A resolution an writing signed by all the directors who are entitled to
		(i)	receive notice of a meeting of directors or of a committee of directors, and
		(ii)	vote on the relevant resolution,
		shall be as valid and effectual as if it had been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held The resolution may be contained in one document or in several documents each stating the terms of the resolution accurately and signed by one or more directors, but a resolution signed by an alternate director need not also be signed by his appointor and, if it as signed by a director who has appointed an alternate director, it need not be signed by the alternate director in that capacity
	(b)	In this article references to a document being “signed” include it being “approved by letter, facsimile, telegram, telex or electronic signature (as defined in section 7 of the Electronic Communications Act 2000) provided, in the case of an electronic signature, that the Company has no reason to doubt the authenticity of the electronic signature”

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96 (a) A meeting of the directors may consist of a conference between directors some or all of whom are in different places provided that each director who participates is able

(i) to hear (or otherwise receive real time communications made by) each of the other participating directors addressing the meeting, and

(ii) if he so wishes, to address all of the other participating directors simultaneously (or otherwise communicate in real time with them),

whether directly, by conference telephone or by any other form of communications equipment (whether in use when these articles are adopted or not) or by a combination of those methods

(b) A quorum is deemed to be present if those conditions are satisfied in respect of at least the number of directors required to form a quorum, subject to the provisions of article 97

(c) A meeting held in this way is deemed to take place at the place where the largest group of participating directors is assembled or, if no such group is readily identifiable, at the place from where the chairman of the meeting participates

97 (a) Subject to article 87 and to any contrary direction from the holders of a majority of the ordinary shares in the Company and provided that he has disclosed to the directors the nature and extent of any interest of his which may reasonably be regarded as likely to give rise to a conflict of interest, a director may vote as a director on any resolution concerning any matter in which he has, directly or indirectly, an interest or duty and, if he votes, his vote shall be counted and he shall be counted in the quorum when that resolution or matter is under consideration

(b) In the case of an alternate director, an interest of his appointor shall be treated as an interest of the alternate in addition to any interest which the alternate otherwise has

(c) Subject to the Statutes, the Company may, by ordinary resolution or by notice in writing given to the Company by the holders of a majority of the ordinary shares of the Company, suspend or relax the provisions of this article to any extent or ratify any transaction or arrangement not duly authorised by reason of a contravention of this article

98 Where proposals are under consideration concerning the appointment of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested the proposals may be divided and considered in relation to each director separately and (provided he is not for another reason precluded from voting) each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment

99 If a question arises at a meeting of directors or of a committee of directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive

DIRECTORS’ DUTIES

100 The purpose of the Company

(a) may, if and to the extent the directors consider it appropriate, and

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(b) shall, if directed by the holders of a majority of the ordinary shares in the Company by notice in writing to the Company,

include promoting the success of the group as a whole or of any one or more members of the group (and in this context “group” means the Company, any other body corporate which is its holding company or subsidiary and any other body corporate which is a subsidiary of that holding company)

101 In the exercise of his duties, a director who is also a director of any holding company of the Company shall owe a strict duty of confidentiality to that holding company in relation to confidential information of the holding company but, subject to this, a director shall not be restricted by any duty of confidentiality to the Company from providing information regarding the Company to a holding company of the Company

SECRETARY

102 Subject to the provisions of the Act, a secretary may be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit, and any secretary so appointed may be removed by them

MINUTES

103 The directors shall cause minutes to be made in books kept for the purpose

(a) of all appointments of officers made by the directors, and

(b) of all proceedings at meetings of the Company, of the holders of any class of shares in the Company, and of the directors, and of committees of directors, including the names of the directors present at each such meeting

SEAL

104 (a) The Company may exercise the powers conferred by the Statutes with regard to having official seals and those powers shall be vested in the directors

(b) The directors shall provide for the safe custody of every seal which the Company may have

(c) A seal shall be used only by the authority of the directors or a duly authorised committee but that authority may consist of an instruction or approval given in hard copy form, in electronic form or by telephone by a majority of the directors or of the members of a duly authorised committee

(d) The directors may determine who shall sign any instrument to which a seal is applied, either generally or in relation to a particular instrument or type of instrument, and may also determine, either generally or in any particular case, that such signatures shall be dispensed with or affixed by some mechanical means

(e) Unless otherwise decided by the directors

(i) [certificates for shares, debentures or other securities of the Company to which a seal is applied need not be signed, and]

(ii) every [other] instrument to which a seal is applied shall be signed by at least one director and the secretary or by at least two directors or by one director in the presence of a witness who attests the signature

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DIVIDENDS

105 Subject to the provisions of the Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the directors

106 Subject to the provisions of the Act, the directors may pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution If the share capital is divided into different classes, the directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear The directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment Provided the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights

107 Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, but, if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly

108 A general meeting declaring a dividend may, upon the recommendation of the directors, direct that it shall be satisfied wholly or partly by the distribution of assets and, where any difficulty arises in regard to the distribution, the directors may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets and may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members and may vest any assets in trustees

109 Any dividend or other moneys payable in respect of a share may be paid by cheque sent by post to the registered address of the person entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of that one of those persons who is first named in the register of members or to such person and to such address as the person or persons entitled may in writing direct Every cheque shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of the cheque shall be a good discharge to the Company Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share

110 No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share

111 Any dividend which has remained unclaimed for 12 years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Company

ACCOUNTS

112 No member shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as conferred by statute or authorised by the directors or by ordinary resolution of the Company

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CAPITALISATION OF PROFITS

113 The directors may with the authority of an ordinary resolution of the Company

(a) subject as hereinafter provided, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve,

(b) appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other but the share premium account, the capital redemption reserve and any profits which are not available for distribution may, for the purposes of this article, only be applied in paying up unissued shares to be allotted to members credited as fully paid,

(c) make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this article in fractions, and

(d) authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members

NOTICES

114 Any notice to be given to or by any person pursuant to these articles (other than a notice calling a meeting of the directors) shall be in writing or shall be given using electronic communications to an address for the time being notified for that purpose to the person giving the notice

In this regulation, “address”, in relation to electronic communications, includes any number or address used for the purposes of such communications

115 The Company may give any notice to a member either personally or by sending it by prepaid envelope addressed to the member at his registered address or by leaving it at that address or by giving it using electronic communications to an address for the time being notified to the Company by the member In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders

In this regulation and the next, “address”, in relation to electronic communications, includes any number or address used for the purposes of such communications

116 A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called

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117 Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been duly given to a person from whom he derives his title

118 A notice shall be deemed to be given at the expiration of 24 hours after the envelope containing it was so posted or, in the case of a notice contained in an electronic communication, when sent

119 A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by these articles for the giving of notice to a member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description at the address, if any supplied for that purpose by the persons claiming to be so entitled Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred

120 Any notice in writing given to the Company by the holders of a majority of the ordinary shares of the Company shall take effect when it is lodged at the office or produced at any meeting of the directors

WINDING UP

121 If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Act, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he with the like sanction determines, but no member shall be compelled to accept any assets upon which there is a liability

DIRECTORS’ INDEMNITY, INSURANCE AND DEFENCE

122 (a) As far as the legislation allows, the Company may

(i) indemnify any director of the Company (or of an associated body corporate) against any liability,

(ii) indemnify a director of a company that is a trustee of an occupational pension scheme for employees (or former employees) of the Company (or of an associated body corporate) against liability incurred in connection with the company’s activities as trustee of the scheme,

(iii) purchase and maintain insurance against any liability for any director referred to in (i) or (ii) above, and

(iv) provide any director referred to in (i) or (ii) above with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such director to avoid incurring such expenditure)

(b) The powers given by this article shall not limit any general powers of the Company to grant indemnities, purchase and maintain insurance or provide funds (whether by way of loan or otherwise) to any person in connection with any legal or regulatory proceedings or applications for relief

(c) Regulation 118 of Table A shall not apply

23

SCHEME OF ARRANGEMENT

123 (a) For the purpose of this Article 123, references to the Scheme are to the scheme of arrangement between the Company and the holders of the Scheme Shares dated 6 October 2008 under Part 26 of the Companies Act 2006 in its original form or with or subject to any modification, addition or condition approved or imposed by the Court and (save as defined in this Article) expressions defined in the Scheme shall have the same meaning in this Article

(b) Notwithstanding any other provisions of these Articles, if any ordinary shares in the capital of the Company are allotted and issued to any person (a New Member) other than WPP plc and/or its nominee or nominees after the time at which this Article becomes effective and before 6 00 p m on the business day before the date on which the Court confirms the Scheme Reduction of Capital (as defined in the Scheme), such ordinary shares in the share capital of the Company shall be allotted and issued subject to the terms of the Scheme and shall be Scheme Shares for the purposes thereof and the New Member, and any subsequent holder other than WPP plc and/or its nominee or nominees, shall be bound by the terms of the Scheme

(c) Subject to the Scheme becoming effective, if any ordinary shares in the share capital of the Company are issued and allotted to a New Member at or after 6 00 p m on the business day before the date on which the Court confirms the Scheme Reduction of Capital (the Post-Scheme Shares), they will, on receipt by the Company of an election in writing from WPP plc, be immediately transferred to WPP plc and/or its nominee in consideration of and conditional upon the issue or transfer to the New Member of one share in WPP plc for each Post-Scheme Share, so transferred Any shares in WPP plc issued pursuant to this Article 123 to the New Member will be credited as fully paid and will rank equally in all respects with all shares in WPP plc in issue at the time (other than as regards any dividend or other distribution payable, or return of capital made, by reference to a record time preceding the date of exchange) and will be subject to the Memorandum and Articles of Association of WPP plc

(d) The number of shares in WPP plc to be issued or transferred to the New Member under this Article 123 may be adjusted by the directors of the Company in such manner as the Company’s auditors may determine on any reorganisation or material alteration of the share capital of either the Company or of WPP plc or any other return of value to holders of shares in WPP plc, provided always that any fractions of shares in WPP plc shall be disregarded and shall be aggregated and sold for the benefit of WPP plc

(e) In order to give effect to any such transfer required by this Article 123, the Company may appoint any person to execute and deliver a form of transfer on behalf of the New Member in favour of WPP plc and/or its nominee or nominees and to agree for and on behalf of the New Member to become a member of WPP plc Pending the registration of WPP plc as a holder of any Post-Scheme Shares to be transferred pursuant to this Article 123, WPP plc shall be empowered to appoint a person nominated by the directors of the Company to act as attorney on behalf of the holder of the Post-Scheme Shares in accordance with such directions as WPP plc may give in relation to any dealings with or disposal of the Post-Scheme Shares (or any interest therein), exercising any rights attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof and any holder of Post-Scheme Shares shall exercise all rights attached thereto in accordance with the directions of WPP plc but not otherwise The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares

24

DEFERRED NON-VOTING SHARES

124 The rights and restrictions attaching to the deferred non-voting shares are as follows

(a) Income

The deferred non-voting shares shall not confer any right to participate in the profits of the Company

(b) Capital

On a return of capital on a winding-up or otherwise (except on a redemption in accordance with the terms of issue of any share, or purchase by the Company of any share or on a capitalisation issue and subject to the rights of any other class of shares that may be issued) there shall be paid to the holders of the deferred non-voting shares the nominal capital paid up or credited as paid up on such deferred non-voting shares after paying to the holders of the ordinary shares the nominal capital paid up or credited as paid up on the ordinary shares held by them respectively together with the sum of £100,000 on each ordinary share The holders of the deferred non-voting shares shall not be entitled to any further right of participation in the assets of the Company

(c) Attendance and voting at general meetings

The holders of the deferred non-voting shares shall not be entitled, in their capacity as holders of such shares, to receive notice of any general meeting of the Company or to attend, speak or vote at any such meeting

(d) Class rights

The Company may from time to time create, allot and issue further shares, whether ranking pari passu with or in priority to the deferred non-voting shares, and on such creation, allotment or issue any such further shares (whether or not ranking in any respect in priority to the deferred non-voting shares) shall be treated as being in accordance with the rights attaching to the deferred non-voting shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the deferred non-voting shares

A reduction by the Company of the capital paid up on the deferred non-voting shares shall be in accordance with the rights attaching to the deferred non-voting shares and shall not involve a variation of such rights for any purpose and the Company shall be authorised at any time to reduce its capital (subject to the confirmation of the Court in accordance with the Act) and without obtaining the consent of the holders of the deferred non-voting shares

(e) Company’s rights

The Company has the irrevocable authority at any time to do all or any of the following without obtaining the sanction of the holder or holders of the deferred non-voting shares

(A) to appoint any person to execute on behalf of any holder of deferred non-voting shares a transfer of all or any part thereof and/or an agreement to transfer the same (without making any payment therefor) to such person as the board may determine (whether or not an officer of the Company) and who is willing to accept the same,

(B) to purchase all or any of the same in accordance with the Act without obtaining the consent of the holders thereof in consideration of the payment to each of the holders whose shares are purchased an amount equal to ten pence in respect of each of the deferred non-voting shares then being purchased from him,

25

(C) for the purposes of any such purchase, to appoint any person to execute on behalf of any holder of deferred non-voting shares a contract for the sale to the Company of any such deferred non-voting shares held by him, and

(D) to cancel all or any of the same so purchased in accordance with the Act

Upon or after purchase of any deferred non-voting shares in accordance with this paragraph the board may consolidate and/or sub-divide and/or convert and/or reclassify the authorised deferred non-voting share capital of the Company existing following such purchase (a) into shares of any other class of share capital into which the authorised share capital is or may at the time be divided of a like nominal amount as the shares of such other class and/or (b) into unclassified shares

(f) Form

The deferred non-voting shares shall not be listed on any stock exchange nor shall any share certificates be issued in respect of such shares The deferred non-voting shares shall not be transferable save as referred to in sub-paragraph (e) above or with the written consent of the board of the Company

SPECIAL VOTING SHARE

125 The rights and restrictions attaching to the special voting shares are as follows

(a) Income

The special voting share shall not confer any right to participate in the profits of the Company

(b) Capital

On a return of capital on a winding-up or otherwise (except on a redemption in accordance with the terms of issue of any share, or purchase by the Company of any share or on a capitalisation issue and subject to the rights of any other class of shares that may be issued) there shall be paid to the holder of the special voting share the nominal capital paid up or credited as paid up on such special voting share after paying to the holders of the ordinary shares held by them respectively together with the sum of £100,000 on each ordinary share The holder of the special voting share shall not be entitled to any further right of participation in the assets of the Company

(c) Attendance and voting at general meetings

Subject to the Scheme becoming effective, as referred to in Article 123, the holder of the special voting share shall be entitled, in its capacity as holder of such share, to receive notice of any general meeting of the Company and to attend, speak and vote on all matters at any such meeting On any resolution (including any resolution to change the Articles to vary or cancel the rights of the voting share) the voting share shall carry such number of additional votes as will enable the holder of such share to approve (or not approve) any shareholder resolution of the Company after the Scheme becomes effective

26

(d) Class rights

The Company may from time to time create, allot and issue further shares, whether ranking pari passu with or in priority to the special voting share, and on such creation, allotment or issue any such further shares (whether or not ranking in any respect in priority to the special voting share) shall be treated as being in accordance with the rights attaching to the special voting share and shall not involve a variation of such rights for any purpose or require the consent of the holder of the special voting share

A reduction by the Company of the capital paid up on the voting share shall be in accordance with the rights attaching to the voting share and shall not involve a variation of such rights for any purpose and the Company shall be authorised at any time to reduce its capital (subject to the confirmation of the Court in accordance with the Act) and without obtaining the consent of the holder of the voting share

(e) Company’s rights

The Company has the irrevocable authority at any time to do all or any of the following without obtaining the sanction of the holder of the special voting share

(i) to appoint any person to execute on behalf of the holder of the special voting share a transfer thereof and/or an agreement to transfer the same (without making any payment therefor) to such person as the board may determine (whether or not an officer of the Company) and who is willing to accept the same,

(ii) to purchase the same in accordance with the Act without obtaining the consent of the holder thereof in consideration of the payment to the holder of an amount equal to £1 in respect of the special voting share then being purchased from him,

(iii) for the purposes of any such purchase, to appoint any person to execute on behalf of the holder of the voting share a contract for the sale to the Company of the special voting share held by him, and

(iv) to cancel the same so purchased in accordance with the Act

(f) Form

The special voting share shall not be listed on any stock exchange nor shall any share certificate be issued in respect of such share The special voting share shall not be transferable save as referred to in sub-paragraph (e) above or with the written consent of the board of the Company

27

EX-3.5

Exhibit 3.5

THE COMPANIES ACTS 1948 TO 1967

AND

THE COMPANIES ACT 1985

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

WPP 2005 LIMITED

(INCORPORATING ALL AMENDMENTS TO 8TH NOVEMBER 2005)

INCORPORATED ON 1ST MARCH, 1971

NO 1003653

ALLEN & OVERY

LONDON

Company number

1003653

THE COMPANIES ACTS 1948 TO 1967

AND

THE COMPANIES ACT 1985

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

WPP 2005 LIMITED

(Incorporating all amendments to 8th November, 2005)

1. The Company’s name is “WPP 2005 Limited”¹².

2. The Company’s registered office is to be situated in England and Wales.

3. ³The Company’s objects are:

(1) To carry on the business or businesses of media advertising, market research, public relations, sales promotion and specialist communications and to develop concepts for advertising, marketing, research, sales promotion and similar operations.

(2) To acquire and hold any kind of interest in, or provide any form of capital for, any enterprise, concern or person, to carry on business as a holding and investment company, and, generally and in addition, to carry out, or through subsidiaries or otherwise be interested or participate in, all kinds of financial, commercial, transport, industrial, technological and other transactions and activities.

(3) To acquire, dispose of, deal in and enter into every other kind of transaction in relation to land, buildings, plant, machinery, equipment, vehicles, ships, rigs, aircraft, merchandise, goods and other assets.

(4) To undertake any manufacturing, processing, assembly or similar business.

(5) To carry out, commission or co-ordinate any construction or engineering works or projects on land or otherwise.

¹ The Company was incorporated under the name “Wire and Plastic Products Limited”, changed its name to “WPP Group plc” on 26th February, 1986 and adopted its present name on 25th October, 2005.

² The Company re-registered as a private limited company on 4th November, 2005.

³ This paragraph was altered by special resolution passed on 24th June, 1996

(6) To acquire, dispose of, make a market or deal in, issue, borrow, lend and enter into every kind of transaction in relation to shares, debentures, warrants, options, securities and investments and instruments of every kind (including, without limitation, contracts for differences and contracts for futures and whether issued or entered into by the government of any country or territory, any public authority, any international organisation or any other person) and to carry out, enter into, manage, underwrite or arrange any issue, offering or distribution of any securities, investments or instruments of any kind.

(7) To receive money on deposit or otherwise, to provide or arrange advances or any other form of credit or finance, to enter into or arrange transactions of every kind in relation to foreign exchange, bullion, commodities, futures, options and similar instruments and to engage in all forms of arbitrage.

(8) To carry on all kinds of insurance business and all kinds of business connected with insurance.

(9) To act as trustee, personal representative, director or agent of any kind and for any purposes, and to establish, operate or otherwise act in relation to any unit trust, investment trust or collective investment scheme.

(10) To provide management, administrative, advisory, professional and technical services of any kind and in any manner.

(11) To undertake any kind of scientific or technical research and development and acquire, develop, register, protect and renew patents, trade-marks, copyrights, designs, inventions, processes and intellectual, technical and similar rights and all forms of know-how.

(12) To undertake any business or transaction which the directors consider can be profitably or advantageously undertaken in conjunction or concurrently with any other business or transaction being or proposed to be undertaken by the Company, and to turn to account any of the Company’s assets in any manner which the directors consider expedient.

(13) To enter into all forms of distributorship, franchise, licensing and agency transactions.

(14) To enter into any partnership, joint venture, co-operation and similar transactions, to carry out any form of take-over, acquisition, merger, amalgamation, demerger or reorganisation, to acquire or assume all or any part of the undertaking, assets, liabilities and obligations of any person, and to sell, transfer or otherwise dispose of all or any part of the undertaking, assets, liabilities and obligations of the Company.

(15) To borrow or raise money by any method and to obtain any form of credit or finance.

(16) To secure the payment of any moneys, the discharge of any liabilities and the observance or performance of any kind of obligations by the Company by any mortgage, charge, pledge, lien or other security of any kind over the whole or any part of the undertaking and assets of the Company, wherever situate, including its uncalled capital, and, without prejudice to the generality of the preceding words, to enter into any such transaction in relation to any instruments or securities which have been or may be issued by the Company.

(17) To guarantee in any manner, or to enter into any kind of indemnity or other arrangement in relation to, the discharge, observance or performance of any liabilities of any person, including, but without limitation, any company which is a holding company or a subsidiary of the Company, and to secure any such guarantee, indemnity or arrangement or the discharge, observance and performance of any liabilities of any person (including, but not limited to, any such company) by any mortgage, charge, pledge, lien or other security of any kind over the whole or any part of the undertaking and assets of the Company, wherever situate, including its uncalled capital;

(18) To give any form of financial assistance that may lawfully be given in connection with the acquisition of shares in the Company or any other company;

(19) To make, draw, accept, issue, execute, indorse, avalise, negotiate and deal with instruments and securities of every kind, whether or not negotiable or transferable.

(20) To employ, accept on secondment, retain and appoint managers, employees, professional and technical staff and personnel and advisers of every kind, and to enter into any arrangement for payment or other remuneration (including all forms of benefits) in respect of the services of such persons.

(21) To provide or arrange for pensions, lump sum payments, gratuities, life, health, accident and other insurances and other benefits (pecuniary or otherwise) of every kind to or for the benefit of any individuals who are or have been directors of, or employed by, or who provide or have provided personal services to or for, the Company or any company which is or has been a subsidiary, holding company or fellow subsidiary of the Company or otherwise connected with the Company or the predecessors in business of the Company or of any such subsidiary, holding or fellow subsidiary or connected company and to or for the benefit of the wives, widows, children and other relatives and dependants of such individuals and other persons who have or formerly had with any such individuals any relationship of such a kind as the directors may approve; and for those purposes to establish or participate in any fund or scheme, to effect or contribute to any form of insurance and to enter into any other arrangements of any kind which the directors may approve.

(22) To establish, maintain and participate in profit sharing, share holding, share option, incentive or similar schemes for the benefit of any of the directors or employees of the Company or of any such subsidiary, holding or fellow subsidiary or connected company and of any other person falling within any category approved by the directors, and to lend money to any such directors, employees or persons or to trustees on their behalf to enable any such schemes to be established or maintained.

(23) To support and subscribe to any institution or association which may be for the benefit of the Company or its directors or employees or connected with any town or place where the Company carries on business, and to support and subscribe to any charitable or public object whatsoever.

(24) To distribute among the members of the Company in kind any assets of the Company.

(25) To pay any expenses connected with the promotion, formation and incorporation of the Company, to contract with any person to pay the same, and to pay commissions, fees and expenses or issue securities of the Company for underwriting, placing, distributing, or entering into any other kind of transaction in relation to, any securities of the Company.

(26) To exercise any power of the Company for any consideration of any kind or for no consideration whatsoever.

(27) To exercise any power of the Company in any country or territory and by or through agents, trustees, sub-contractors or otherwise and either alone or in conjunction with others.

(28) To do all other things (whether similar to any of the foregoing or not) which may be considered incidental or conducive to the attainment of the Company’s objects or any of them.

and it is declared that:

(a) this clause shall be interpreted in the widest and most general manner and without regard to the ejusdem generis rule or any other restrictive principle of interpretation;

(b) each of the subclauses of this clause shall, unless it expressly provides to the contrary, be deemed to set out a separate, distinct and independent object of the Company and not a power ancillary or incidental to the objects set out in any other subclause;

(c) each of those subclauses shall be without prejudice to, or to the generality of, any other subclause and shall be in no way limited or restricted by reference to or inference from any other subclause;

(d) in this clause:

(i) “assets” includes property, rights and interests of every description, whether present or future, actual or contingent;

(ii) “dispose of”, in relation to an asset, includes surrendering or extinguishing it, and also creating or granting it or any interest or right out of or in respect of it;

(iii) “liabilities” includes debts and obligations of every description, whether present or future, actual or contingent;

(iv) “person” includes any partnership, corporation and unincorporated body and any country, territory, public authority and international organisation;

(v) “transaction” includes any scheme, arrangement and project; and

(vi) the word “company”, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether corporate or unincorporate and whether incorporated, resident or domiciled in the United Kingdom or elsewhere.

4. The liability of the members is limited.

5. The Share Capital of the Company as at the date of the reprinting of this Memorandum of Association namely 15th June, 1989 is £32,002,207.50 divided into 106,000,000 ordinary shares of 10p each, 214,000,000 8.25p (net) convertible cumulative redeemable preference shares of 10p each, 200 deferred redeemable convertible shares of £1.00 each, 10,000 ‘A’ ordinary convertible shares of 10p each and 10,075 ‘B’ ordinary convertible shares of 10p each. The Company has power to increase and divide the shares into several classes and attach thereto any preferential or special rights, privileges or conditions in accordance with the regulations of the Company.⁴

⁴ The authorised share capital as at 29th June, 1998 was £125,000,000 divided into 1,250,000,000 ordinary shares of 10p each. By ordinary resolution passed on 29th September, 2000 the authorised share capital was conditionally increased to £175,000,000 by the creation of an additional 500,000,000 ordinary shares of 10p each; this resolution became unconditional on 4th October, 2000. The authorised share capital as at 8 November 2005 was £175,000,000 divided into 1,750,000,000 ordinary shares of 10p each.

We, the several persons whose names, addresses and descriptions are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS	Number of Shares (in words) taken by each Subscriber
Dorothy May Graeme, 61 Fairview Avenue, Wigmore, Gillingham, Kent.	One
Company Director.
Paul Gordon Graeme, 61 Fairview Avenue, Wigmore, Gillingham, Kent.	One
Company Director.

Dated the 11th day of February, 1971.

Witness to the above signatures:

Janet Dorothy Louise Graeme,

61 Fairview Avenue,

Wigmore, Gillingham,

Kent.

THE COMPANIES ACT 19985

A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

WPP 2005 LIMITED

(AMENDED BY SPECIAL RESOLUTION PASSED ON 26 SEPTEMBER 2005 EFFECTIVE ON 25 OCTOBER

2005, FURTHER AMENDED BY SPECIAL RESOLUTION PASSED ON 25 OCTOBER 2005 AND FURTHER

AMENDED BY SPECIAL RESOLUTION PASSED ON 8TH NOVEMBER 2005)

NO. 1003653

ALLEN & OVERY

LONDON

CO: 823300.1

CONTENTS

PRELIMINARY		1
1.	Table A not to apply	1
2.	Interpretation	1
SHARE CAPITAL		4
3.	Authorised share capital	4
4.	Rights attached to shares	4
5.	Unissued shares	4
6.	Authority to allot relevant securities	4
7.	Dis-application of pre-emption rights	5
8.	Power to pay commission and brokerage	5
9.	Power to increase, consolidate, sub-divide and cancel shares	5
10.	Power to issue redeemable shares	6
11.	Power to purchase own shares	6
12.	Power to reduce capital	7
13.	Trusts not recognised	7
14.	Conversion of shares into stock	7
15.	Share warrants	7
UNCERTIFICATED SHARES - GENERAL POWERS		8
16.	Uncertificated shares - general powers	8
VARIATION OF RIGHTS		9
17.	Variation of rights	9
TRANSFERS OF SHARES		10
18.	Right to transfer shares	10
19.	Transfers of uncertificated shares	10
20.	Transfers of certificated shares	10
21.	Other provisions relating to transfers	11
22.	Notice of refusal	11
TRANSMISSION OF SHARES		11
23.	Transmission on death	11
24.	Election of person entitled by transmission	11
25.	Rights of person entitled by transmission	12
DISCLOSURE OF INTERESTS IN SHARES		12
26.	Disclosure of interests in shares	12
GENERAL MEETINGS		14
27.	Annual general meetings	14
28.	Extraordinary general meetings	14
29.	Convening of extraordinary general meetings	14
30.	Separate general meetings	14
NOTICE OF GENERAL MEETINGS		15
31.	Length and form of notice	15
32.	Omission or non-receipt of notice	15
PROCEEDINGS AT GENERAL MEETINGS		15
33.	Quorum	15
34.	Security	15
35.	Chairman	16
36.	Right to attend and speak	16
37.	Resolutions and amendments	16
38.	Adjournment	17

39.	Meeting at more than one place	17
40.	Method of voting and demand for poll	18
41.	How poll is to be taken	19
42.	Chairman’s casting vote	19
VOTES OF MEMBERS		19
43.	Voting rights	19
44.	Representation of corporations	20
45.	Voting rights of joint holders	20
46.	Voting rights of members incapable of managing their affairs	20
47.	Voting rights suspended where sums overdue	20
48.	Objections to admissibility of votes	20
PROXIES		21
49.	Proxies	21
50.	Appointment of proxy	21
51.	Receipt of proxy	21
52.	Notice of revocation of authority	22
53.	ADR Depositary can appoint multiple proxies	23
54.	The ADR Depositary shall keep a Proxy Register	23
55.	Appointed Proxies can only attend general meetings if properly appointed	23
56.	Rights of Appointed Proxies	23
57.	Sending information to an Appointed Proxy	23
58.	The Proxy Register may be fixed at a certain date	24
59.	The nature of an Appointed Proxy’s interest	24
60.	Validity of the appointment of Appointed Proxies	24
DIRECTORS		25
61.	Number of directors	25
62.	Directors need not be members	25
63.	Age of directors	25
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS		25
64.	Appointment of directors by the Company	25
65.	Separate resolutions for appointment of each director	25
66.	The board’s power to appoint directors	26
67.	Retirement of directors	26
68.	Removal of directors	26
69.	Vacation of office of director	26
70.	Executive directors	27
ALTERNATE DIRECTORS		27
71.	Power to appoint alternate directors	27
ASSOCIATE DIRECTORS		28
72.	Power to appoint associate directors	28
REMUNERATION, EXPENSES AND PENSIONS		28
73.	Remuneration of directors	28
74.	Special remuneration	29
75.	Expenses	29
76.	Pensions and other benefits	29
POWERS OF THE BOARD		29
77.	General powers of the board to manage the Company’s business	29
78.	Power to act notwithstanding vacancy	30
79.	Provisions for employees	30
80.	Power to borrow money	30

DELEGATION OF BOARD’S POWERS		34
81.	Delegation to individual directors	34
82.	Committees	34
83.	Local boards	34
84.	Powers of attorney	35
DIRECTORS’ INTERESTS		35
85.	Directors’ interests and voting	35
PROCEEDINGS OF THE BOARD		38
86.	Board meetings	38
87.	Notice of board meetings	38
88.	Quorum	38
89.	Chairman or deputy chairman to preside	38
90.	Competence of board meetings	38
91.	Voting	39
92.	Telephone board meeting	39
93.	Resolutions without meetings	39
94.	Validity of acts of directors in spite of formal defect	39
95.	Minutes	39
SECRETARY		40
96.	Secretary	40
SHARE CERTIFICATES		40
97.	Issue of certificates	40
98.	Charges for and replacement of certificates	40
LIEN ON SHARES		41
99.	Lien on partly paid shares	41
100.	Enforcement of lien	41
CALLS ON SHARES		42
101.	Calls	42
102.	Interest on calls	42
103.	Sums treated as calls	42
104.	Power to differentiate	42
105.	Payment of calls in advance	42
FORFEITURE OF SHARES		43
106.	Notice of unpaid calls	43
107.	Forfeiture on non-compliance with notice	43
108.	Power to annul forfeiture or surrender	43
109.	Disposal of forfeited or surrendered shares	43
110.	Arrears to be paid notwithstanding forfeiture or surrender	44
SEAL		44
111.	Seal	44
DIVIDENDS		44
112.	Declaration of dividends by the Company	44
113.	Fixed and interim dividends	45
114.	Calculation and currency of dividends	45
115.	Method of payment	45
116.	Dividends not to bear interest	46
117.	Calls or debts may be deducted from dividends	46
118.	Unclaimed dividends etc	46
119.	Uncashed dividends	46
120.	Dividends in specie	47
121.	Scrip dividends	47

CAPITALISATION OF RESERVES		48
122.	Capitalisation of reserves	48
123.	Capitalisation of reserves - employees’ share schemes	49
RECORD DATES		50
124.	Fixing of record dates	50
ACCOUNTS		50
125.	Accounting records	50
NOTICES		50
126.	Form of notices	50
127.	Manner of giving notices	51
128.	Notice by advertisement	51
129.	When notice is deemed given	51
130.	Record date for giving notices	52
131.	Notice to person entitled by transmission	52
UNTRACED MEMBERS		53
132.	Sale of shares of untraced members	53
133.	Application of proceeds of sale	53
DESTRUCTION OF DOCUMENTS		54
134.	Destruction of documents	54
WINDING UP		55
135.	Powers to distribute in specie	55
INDEMNITY		55
136.	Indemnity of officers	55
137.	Scheme of Arrangement	55
SHARES ISSUED ON CONVERSION OF CONVERTIBLE BONDS		56
138.	Exercise of Share Exchange Calls	56
139.	Adjustment of the New WPP Exchange Price	57
140.	General Provisions	66
141.	Definitions	68

Company number

1003653

THE COMPANIES ACT 1985

A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

WPP 2005 LIMITED

(amended by Special Resolution passed on 26 September 2005

effective on 25 October 2005, further amended by

Special Resolution passed on 25 October 2005

and further amended by

Special Resolution passed on 8th November 2005)

PRELIMINARY

1. Table A not to apply

Neither the regulations in Table A in the First Schedule to the Companies Act 1948 nor those in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 shall apply to the Company.

2. Interpretation

(1) In these articles, unless the contrary intention appears:

(a) the following definitions apply:

Act	…	means the Companies Act 1985;
ADR Depositary	…	means a custodian or other person approved by the directors who holds shares in the Company under arrangements where either the custodian or some other person issues American Depositary Receipts which evidence American Depositary Shares representing shares in the Company;
American Depositary Shares	…	means American Depositary Shares which represent shares in the Company and are evidenced by American Depositary Receipts;

American Depositary Receipts	…	means American Depositary Receipts which represent American Depositary Shares;
these articles	…	means these articles of association, as from time to time altered;
board	…	means the board of directors for the time being of the Company;
clear days	…	means, in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
committee	…	means a committee of the board;
communication	…	has the same meaning as in the Electronic Communications Act 2000;
director	…	means a director for the time being of the Company;
electronic communication	…	has the same meaning as in the Electronic Communications Act 2000;
holder	…	in relation to any share means the member whose name is entered in the register as the holder of that share;
office	…	means the registered office for the time being of the Company;
paid up	…	means paid up or credited as paid up;
person entitled by transmission	…	means a person whose entitlement to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law has been noted in the register;
register	…	means the register of members of the Company;
seal	…	means any common seal of the Company or any official seal or securities seal which the Company may have or be permitted to have under the Statutes;

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secretary	…	means the secretary of the Company or, if there are joint secretaries, any of the joint secretaries and includes an assistant or deputy secretary and any person appointed by the board to perform any of the duties of the secretary of the Company;
Statutes	…	means the Act and every other statute, statutory instrument, regulation or order for the time being in force concerning companies registered under the Act; and
UKLA	…	means the UK Listing Authority;

(b) any reference to an uncertificated share, or to a share being held in uncertificated form, means a share which is for the time being recorded on the register as being held in uncertificated form, and any reference to a certificated share means any share other than an uncertificated share;

(c) any other words or expressions defined in the Act or, if not defined in the Act, in any other of the Statutes (in each case as in force on the date of adoption of these articles) have the same meaning in these articles except that the word “company” includes any body corporate;

(d) any reference elsewhere in these articles to any statute or statutory provision includes a reference to any modification or re-enactment of it for the time being in force;

(e) words importing the singular number include the plural number and vice versa, words importing one gender include the other gender and words importing persons include bodies corporate and unincorporated associations;

(f) any reference to writing includes a reference to any method of reproducing words in a legible form;

(g) any reference to doing something by electronic means includes doing it by an electronic communication;

(h) any reference to a signature or to something being signed or executed includes an electronic signature or other means of verifying the authenticity of an electronic communication which the board may from time to time approve, a signature printed or reproduced by mechanical or other means or any stamp or other distinctive marking made by or with the authority of the person required to sign the document to indicate it is approved by such person;

(i) any reference to a document being sealed or executed under seal or under the common seal of any body corporate (including the Company) or any similar expression includes a reference to its being executed in any other manner which has the same effect as if it were executed under seal;

(j) any reference to a meeting shall not be taken as requiring more than one person to be present in person if any quorum requirement can be satisfied by one person;

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(k) any reference to a show of hands includes such other method of casting votes as the board may from time to time approve; and

(l) where the Company has a power of sale or other right of disposal in relation to any share, any reference to the power of the Company or the board to authorise a person to transfer that share to or as directed by the person to whom the share has been soId or disposed of shall, in the case of an uncertificated share, be deemed to include a reference to such other action as may be necessary to enable that share to be registered in the name of that person or as directed by him.

(2) Subject to the Statutes, a special or extraordinary resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required and a special resolution shall be effective for any purpose for which an extraordinary resolution is required under these articles.

(3) Headings to these articles are inserted for convenience only and shall not affect construction.

SHARE CAPITAL

3. Authorised share capital

The authorised share capital of the Company at the date of adoption of these articles is £175,000,000 divided into 1,750,000,000 ordinary shares of l0p each.

4. Rights attached to shares

Subject to the Statutes and to the rights conferred on the holders of any other shares, any share may be issued with or have attached to it such rights and restrictions as the Company may by ordinary resolution decide or, if no such resolution is in effect or so far as the resolution does not make specific provision, as the board may decide.

5. Unissued shares

Subject to the Statutes, these articles and any resolution of the Company, the board may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise deal with or dispose of any unissued shares (whether forming part of the original or any increased capital) to such persons, at such times and generally on such terms as the board may decide.

6. Authority to allot relevant securities

The Company may from time to time pass an ordinary resolution referring to this article and authorising, in accordance with section 80 of the Act, the board to exercise all the powers of the Company to allot relevant securities and:

(a) on the passing of the resolution the board shall be generally and unconditionally authorised to allot relevant securities (as defined for the purposes of that section) up to the nominal amount specified in the resolution; and

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(b) unless previously revoked the authority shall expire on the day specified in the resolution (not being more than five years after the date on which the resolution is passed),

but any authority given under this article shall allow the Company, before the authority expires, to make an offer or agreement which would or might require relevant securities to be allotted after it expires.

7. Dis-application of pre-emption rights

(1) Subject to the board being generally authorised to allot relevant securities in accordance with section 80 of the Act, the Company may from time to time resolve, by a special resolution referring to this article, that the board be given power to allot equity securities for cash and, on the passing of the resolution, the board shall have power to allot (pursuant to that authority) equity securities for cash as if section 89(1) of the Act did not apply to the allotment but that power shall be limited:

(a) to the allotment of equity securities in connection with a rights issue; and

(b) to the allotment (other than in connection with a rights issue) of equity securities having a nominal amount not exceeding in aggregate the sum specified in the special resolution,

and unless previously revoked, that power shall (if so provided in the special resolution) expire on the date specified in the special resolution of the Company. The Company may before the power expires make an offer or agreement which would or might require equity securities to be allotted after it expires.

(2) For the purposes of this article:

(a) “equity security” and “relevant shares” have the meanings given to them in section 94 of the Act; and

(b) “rights issue” means an offer or issue to or in favour of holders of ordinary shares on the register on a date fixed by the board where the equity securities respectively attributable to the interests of all those holders are proportionate (as nearly as practicable) to the respective number of ordinary shares held by them on that date but the board may make such exclusions or other arrangements as the board considers expedient in relation to fractional entitlements or legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange.

8. Power to pay commission and brokerage

The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Statutes.

9. Power to increase, consolidate, sub-divide and cancel shares

(1) The Company may by ordinary resolution:

(a) increase its share capital by the creation of new shares of such amount as the resolution prescribes;

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(b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

(c) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association or these articles, but so that the proportion between the amount paid up and the amount (if any) not paid up on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and

(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

(2) A resolution by which any share is sub-divided may determine that, as between the holders of the shares resulting from the sub-division, one or more of the shares may have such preferred or other special rights, or may have such qualified or deferred rights or be subject to such restrictions, as compared with the other or others, as the Company has power to attach to new shares.

(3) If as a result of any consolidation and division or sub-division of shares any members would become entitled to fractions of a share, the board may deal with the fractions as it thinks fit. In particular, the board may:

(a) (on behalf of those members) aggregate and sell the shares representing the fractions to any person (including, subject to the Statutes, the Company) and distribute the net proceeds of sale in due proportion among those members (except that any proceeds in respect of any holding less than a sum fixed by the board may be retained for the benefit of the Company); or

(b) subject to the Statutes, first, allot to a member credited as fully paid by way of capitalisation of any reserve account of the Company such number of shares as rounds up his holding to a number which, following consolidation and division or sub-division, leaves a whole number of shares.

(4) For the purpose of a sale under paragraph (3)(a) above, the board may authorise a person to transfer the shares to, or as directed by, the purchaser, who shall not be bound to see to the application of the purchase money and the title of the new holder to the shares shall not be affected by any irregularity in or invalidity of the proceedings relating to the sale.

10. Power to issue redeemable shares

Subject to the Statutes, any share may be issued on terms that it is to be redeemed or is liable to be redeemed at the option of the Company or the holder.

11. Power to purchase own shares

Subject to the Statutes, and to any rights conferred on the holders of any class of shares, the Company may purchase all or any of its shares of any class, including any redeemable shares.

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12. Power to reduce capital

Subject to the Statutes and to any rights conferred on the holders of any class of shares, the Company may by special resolution reduce its share capital, any capital redemption reserve and any share premium account in any way.

13. Trusts not recognised

Except as required by law or these articles, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required to recognise (even when having notice of it) any interest in or in respect of any share, except the holder’s absolute right to the entirety of the share.

14. Conversion of shares into stock

(1) The Company may by ordinary resolution convert all or any of its paid up shares into stock and re-convert stock into paid up shares of any denomination.

(2) When any shares have been converted into stock, a holder of stock may transfer his interest in it, or any part of his interest, in the same manner and subject to the same regulations and restrictions as would have applied to the shares from which the stock arose if they had not been converted, or as nearly as circumstances permit except that the board shall have discretion to decide whether to apply to have the stock registered as a participating security for the purposes of a relevant system. The board may from time to time fix the minimum amount of stock transferable, provided that the minimum does not exceed the nominal amount of the shares from which the stock arose.

(3) A holder of stock shall, according to the amount of stock held by him, have the same rights, privileges and advantages in all respects as if he held the shares from which the stock arose but no such right, privilege or advantage (except participation in the dividends and profits of the Company and in the assets on a winding up) shall be conferred by an amount of stock which, if existing in shares, would not have conferred such right, privilege or advantage.

(4) Subject to the preceding paragraphs of this article, these articles applicable to paid up shares shall apply to stock and references to shares shall be construed accordingly.

15. Share warrants

(1) Subject to the Statutes and these articles, the Company may issue a share warrant with respect to any fully paid share.

(2) Every share warrant shall be issued under seal, or in such other manner as the board may authorise, and shall state that the bearer is entitled to the shares to which it relates and may provide by coupons or otherwise for the payment of future dividends or other moneys on the shares included in it.

(3) A share included in a share warrant may be transferred by the delivery of the share warrant without any written transfer and without registration and none of the other provisions of these articles relating to the transfer of shares shall apply to any such transfer.

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(4) The board may determine and from time to time may vary the conditions upon which a new share warrant or coupon may be issued in the place of one defaced, worn out, lost or destroyed, but a new share warrant or coupon shall only be issued to replace one that is alleged to have been last or destroyed if the board is satisfied beyond reasonable doubt that the original share warrant or coupon has been destroyed.

(5) The board may also determine and from time to time may vary the conditions upon which share warrants shall be issued and, in particular, all or any of the conditions upon which:

(a) the bearer of a share warrant shall be entitled to obtain payment of a dividend or other moneys payable in respect of the shares included in it;

(b) the bearer of a share warrant shall be entitled to attend and vote at any general meeting of the Company; and

(c) a share warrant may be surrendered for cancellation and the name of the bearer entered as a member in the register in respect of the shares included in the warrant.

(6) The bearer of a share warrant shall be subject to the conditions for the time being in force in relation to share warrants, whether made before or after the issue of the share warrants, and, subject to such conditions and to the Statutes, the bearer shall be deemed to be a member of the Company and shall be entitled to the same rights as if his name were entered in the register as the holder of the shares included in the share warrant.

(7) The Company shall not be bound to recognise (even when having notice of it) any interest in or in respect of any share represented by a share warrant, other than the bearer’s absolute right to the warrant.

(8) The Company shall not be responsible for any loss or damage suffered by any person by reason of the Company entering in the register, upon the surrender of a share warrant, the name of any person who is not the true and lawful owner of that warrant.

UNCERTIFICATED SHARES - GENERAL POWERS

16. Uncertificated shares - general powers

(1) The board may permit any class of shares to be held in uncertificated form and to be transferred by means of a relevant system and may revoke any such permission.

(2) In relation to any share which is for the time being held in uncertificated form:

(a) the Company may utilise the relevant system in which it is held to the fulIest extent available from time to time in the exercise of any of its powers or functions under the Statutes or these articles or otherwise in effecting any actions and the board may from time to time determine the manner in which such powers, functions and actions shall be so exercised or effected;

(b) any provision in these articles which is inconsistent with:

(i) the holding or transfer of that share in the manner prescribed or permitted by the Statutes;

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(ii) any other provision of the Statutes relating to shares held in uncertificated form; or

(iii) the exercise of any powers or functions by the Company or the effecting by the Company of any actions by means of a relevant system,

shall not apply;

(c) the Company may, by notice to the holder of that share, require the holder to change the form of such share to certificated form within such period as may be specified in the notice; and

(d) the Company shall not issue a certificate.

(3) The Company may, by notice to the holder of any share in certificated form, direct that the form of such share may not be changed to uncertificated form for a period specified in such notice.

(4) For the purpose of effecting any action by the Company, the board may determine that shares held by a person in uncertificated form shall be treated as a separate holding from shares held by that person in certificated form but shares of a class held by a person in uncertificated from shall not be treated as a separate class from shares of that class held by that person in certificated form.

VARIATION OF RIGHTS

17. Variation of rights

(1) Whenever the capital of the Company is divided into different classes of shares, all or any of the rights for the time being attached to any class of shares in issue may from time to time (whether or not the Company is being wound up) be varied in such manner as those rights may provide or (if no such provision is made) either with the consent in writing of the holders of three-fourths in nominal value of the issued shares of that class or with the authority of an extraordinary resolution passed at a separate general meeting of the holders of those shares.

(2) The provisions of these articles relating to general meetings of the Company or to the proceedings at general meetings shall apply, mutatis mutandis, to every such separate general meeting, except that:

(a) the quorum at any such meeting (other than an adjourned meeting) shall be two persons holding or representing by proxy at least one-third in nominal amount of the issued shares of the class;

(b) at an adjourned meeting the quorum shall be one person holding shares of the class or his proxy;

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(c) every holder of shares of the class shall, on a poll, have one vote in respect of every share of the class held by him; and

(d) a poll may be demanded by any one holder of shares of the class whether present in person or by proxy.

(3) Unless otherwise expressly provided by the rights attached to any class of shares those rights shall not be deemed to be varied by the creation or issue of further shares ranking pari passu with them or by the purchase or redemption by the Company of any of its own shares.

TRANSFERS OF SHARES

18. Right to transfer shares

Subject to the restrictions in these articles, a member may transfer all or any of his shares in any manner which is permitted by the Statutes and is from time to time approved by the board.

19. Transfers of uncertificated shares

(1) The Company shall register the transfer of any shares held in uncertificated form in accordance with the Statutes.

(2) The board may, in its absolute discretion and without giving any reason for its decision, refuse to register any transfer of an uncertificated share where permitted by the Statutes.

20. Transfers of certificated shares

(1) An instrument of transfer of a certificated share may be in any usual form or in any other form which the board may approve and shall be signed by or on behalf of the transferor and (except in the case of a fully paid share) by or on behalf of the transferee.

(2) The board may, in its absolute discretion and without giving any reason for its decision, refuse to register any instrument of transfer of a certificated share:

(a) which is not fully paid up but, in the case of a class of shares which has been admitted to official listing by the UKLA, not so as to prevent dealings in those shares from taking place on an open and proper basis; or

(b) on which the Company has a lien.

(3) The board may also refuse to register any instrument of transfer of a certificated share unless it is:

(a) left at the office, or at such other place as the board may decide, for registration; and

(b) accompanied by the certificate for the shares to be transferred and such other evidence (if any) as the board may reasonably require to prove the title of the intending transferor or his right to transfer the shares.

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(4) All instruments of transfer which are registered may be retained by the Company, but any instrument of transfer which the board refuses to register shall (except in any case where fraud or any other crime involving dishonesty is suspected in relation to such transfer) be returned to the person presenting it.

21. Other provisions relating to transfers

(1) No fee shall be charged for registration of a transfer or other document or instruction relating to or affecting the title to any share.

(2) The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect of the share.

(3) The board may refuse to register any transfer unless it is in respect of only one class of shares.

(4) Nothing in these articles shall preclude the board from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.

(5) The registration of the transfer of any shares or of any class of shares may be suspended at such times and for such periods (not exceeding thirty days in any year) as the board may decide, except that the registration of the transfer of any shares or class of shares which are for the time being participating securities may only be suspended as permitted by the Statutes.

(6) Unless otherwise agreed by the board in any particular case, the maximum number of persons who may be entered on the register as joint holders of a share is four.

22. Notice of refusal

If the board refuses to register a transfer of a share it shall, within two months after the date on which the instrument of transfer was lodged or the Operator-instruction was received, give to the transferee notice of the refusal.

TRANSMISSION OF SHARES

23. Transmission on death

If a member dies, the survivor, where the deceased was a joint holder, and his personal representatives where he was a sole or the only surviving holder, shall be the only person or persons recognised by the Company as having any title to his shares; but nothing in these articles shall release the estate of a deceased holder from any liability in respect of any share held by him solely or jointly.

24. Election of person entitled by transmission

(1) A person becoming entitled to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to a transmission by operation of law may, on producing such evidence as the board may require and subject as provided in this article, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as the holder of the share.

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(2) If he elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall execute a transfer of the share to that person or shall execute such other document or take such other action as the board may require to enable that person to be registered.

(3) The provisions of these articles relating to the transfer of shares shall apply to the notice or instrument of transfer or other document or action as if it were a transfer effected by the person from whom the title by transmission is derived and the event giving rise to such transmission had not occurred.

25. Rights of person entitled by transmission

(1) A person becoming entitled to a share in consequence of a death or bankruptcy or of any other event giving rise to a transmission by operation of law shall have the right to receive and give a discharge for any dividends or other moneys payable in respect of the share and shall have the same rights in relation to the share as he would have if he were the holder except that, until he becomes the holder, he shall not be entitled to attend or vote at any general meeting of the Company.

(2) The board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and, if after ninety days the notice has not been complied with, the board may withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.

DISCLOSURE OF INTERESTS IN SHARES

26. Disclosure of interests in shares

(1) This article applies where the Company gives to the holder of a share or to any person appearing to be interested in a share a notice requiring any of the information mentioned in section 212 of the Act (a “section 212 notice”).

(2) If a section 212 notice is given by the Company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder, but the accidental omission to do so or the non-receipt of the copy by the holder shall not prejudice the operation of the following provisions of this article.

(3) If the holder of, or any person appearing to be interested in, any share has been given a section 212 notice and, in respect of that share (a “default share”), has been in default for a period of 14 days after the section 212 notice has been given in supplying to the Company the information required by the section 212 notice, the restrictions referred to below shall apply. Those restrictions shall continue for the period specified by the board, being not more than seven days after the earlier of:

(a) the Company being notified that the default shares have been sold pursuant to an exempt transfer; or

(b) due compliance, to the satisfaction of the board, with the section 212 notice.

The board may waive these restrictions, in whole or in part, at any time.

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(4) The restrictions referred to above are as follows:

(a) if the default shares in which any one person is interested or appears to the Company to be interested represent less than 0.25 per cent. of the issued shares of the class, the holders of the default shares shall not be entitled, in respect of those shares, to attend or to vote, either personally or by proxy, at any general meeting of the Company; or

(b) if the default shares in which any one person is interested or appears to the Company to be interested represent at least 0.25 per cent. of the issued shares of the class, the holders of the default shares shall not be entitled, in respect of those shares:

(i) to attend or to vote, either personally or by proxy, at any general meeting of the Company; or

(ii) to receive any dividend or other distribution; or

(iii) to transfer or agree to transfer any of those shares or any rights in them.

The restrictions in subparagraphs (a) and (b) above shall not prejudice the right of either the member holding the default shares or, if different, any person having a power of sale over those shares to sell or agree to sell those shares under an exempt transfer.

(5) If any dividend or other distribution is withheld under paragraph (4)(b) above, the member shall be entitled to receive it as soon as practicable after the restriction ceases to apply.

(6) If, while any of the restrictions referred to above apply to a share, another share is allotted in right of it (or in right of any share to which this paragraph applies), the same restrictions shall apply to that other share as if it were a default share. For this purpose, shares which the Company allots, or procures to be offered, pro rata (disregarding fractional entitlements and shares not offered to certain members by reason of legal or practical problems associated with issuing or offering shares outside the United Kingdom) to holders of shares of the same class as the default share shall be treated as shares allotted in right of existing shares from the date on which the allotment is unconditional or, in the case of shares so offered, the date of the acceptance of the offer.

(7) For the purposes of this article:

(a) an “exempt transfer” in relation to any share is a transfer pursuant to:

(i) a sale of the share on a recognised investment exchange in the United Kingdom or on any stock exchange outside the United Kingdom on which shares of that class are listed or normally traded; or

(ii) a sale of the whole beneficial interest in the share to a person whom the board is satisfied is unconnected with the existing holder or with any other person appearing to be interested in the share; or

(iii) acceptance of a takeover offer (as defined for the purposes of Part XIIIA of the Act);

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(b) the percentage of the issued shares of a class represented by a particular holding shall be calculated by reference to the shares in issue at the time when the section 212 notice is given; and

(c) a person shall be treated as appearing to be interested in any share if the Company has given to the member holding such share a section 212 notice and either (i) the member has named the person as being interested in the share or (ii) (after taking into account any response to any section 212 notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the share.

(8) The provisions of this article are without prejudice to the provisions of section 216 of the Act and, in particular, the Company may appIy to the court under section 216(1) whether or not these provisions apply or have been applied.

GENERAL MEETINGS

27. Annual general meetings

The board shall convene and the Company shall hold annual general meetings in accordance with the Statutes.

28. Extraordinary general meetings

All general meetings other than annual general meetings shall be called extraordinary general meetings.

29. Convening of extraordinary general meetings

(1) The board may convene an extraordinary general meeting whenever it thinks fit.

(2) An extraordinary general meeting may also be convened in accordance with article 78.

(3) An extraordinary general meeting shall also be convened by the board on the requisition of members under the Statutes or, in default, may be convened by such requisitionists, as provided by the Statutes.

(4) The board shall comply with the Statutes regarding the giving and the circulation, on the requisition of members, of notices of resolutions and of statements with respect to matters relating to any resolution to be proposed or business to be dealt with at any general meeting of the Company.

30. Separate general meetings

Subject to these articles and to any rights for the time being attached to any class of shares in the Company, the provisions of these articles relating to general meetings of the Company (including, for the avoidance of doubt, provisions relating to the proceedings at general meetings or to the rights of any person to attend or vote or be represented at general meetings or to any restrictions on these rights) shall apply, mutatis mutandis, in relation to every separate general meeting of the holders of any class of shares in the Company.

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NOTICE OF GENERAL MEETINGS

31. Length and form of notice

(1) An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution of which special notice is required by the Statutes or a resolution appointing any person (other than a retiring director) as a director shall be called by not less than twenty-one clear days’ notice. All other extraordinary general meetings shall be called by not less than fourteen clear days’ notice.

(2) The notice shall specify the place, day and time of the meeting, and the general nature of the business to be transacted. It shall also state in a reasonably prominent place that a member entitled to attend and vote can appoint one or more proxies (who need not be members) to attend, speak and vote instead of that member.

(3) Notice of every general meeting shall be given to all members other than any who, under these articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, and also to the auditors (or, if more than one, each of them) and to each director.

32. Omission or non-receipt of notice

The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any person entitled to receive the notice shall not invalidate the proceedings of that meeting.

PROCEEDINGS AT GENERAL, MEETINGS

33. Quorum

(1) No business shall be transacted at any general meeting unless the requisite quorum is present when the meeting proceeds to business.

(2) Except as otherwise provided by these articles two members present in person or by proxy and entitled to vote shall be a quorum.

(3) If within fifteen minutes from the time fixed for holding a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week (or, if that day is a holiday, to the next working day) and at the same time and place as the original meeting, or, subject to article 38(4), to such other day, and at such other time and place, as the board may decide.

(4) If at an adjourned meeting a quorum is not present within fifteen minutes from the time fixed for holding the meeting, the meeting shall be dissolved.

34. Security

The board may make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company including, without limitation, arranging for any person attending a meeting to be searched and for items of personal property which may be taken into a meeting to be restricted. A director or the secretary may:

(a) refuse entry to a meeting to any person who refuses to comply with any such arrangements; and

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(b) eject from a meeting any person who causes the proceedings to become disorderly.

35. Chairman

At each general meeting, the chairman of the board (if any) or, if he is absent or unwilling, the deputy chairman (if any) of the board or (if more than one deputy chairman is present and willing) the deputy chairman who has been longest in such office shall preside as chairman of the meeting. If neither the chairman nor deputy chairman is present and willing, one of the other directors selected for the purpose by the directors present or, if only one director is present and willing, that director, shall preside as chairman of the meeting. If no director is present within fifteen minutes after the time fixed for holding the meeting or if none of the directors present is willing to preside as chairman of the meeting, the members present and entitled to vote shall choose one of their number to preside as chairman of the meeting.

36. Right to attend and speak

(1) A director shall be entitled to attend and speak at any general meeting of the Company whether or not he is a member.

(2) The chairman may invite any person to attend and speak at any general meeting of the Company if he considers that such person has the appropriate knowledge or experience of the Company’s business to assist in the deliberations of the meeting.

37. Resolutions and amendments

(1) Subject to the Statutes, a resolution may only be put to the vote at a general meeting if the chairman of the meeting in his absolute discretion decides that the resolution may properly be regarded as within the scope of the meeting.

(2) In the case of a resolution to be proposed as a special or extraordinary resolution no amendment may be made, at or before the time at which the resolution is put to the vote, to the form of the resolution as set out in the notice of meeting, except to correct a patent error or as may otherwise be permitted by law.

(3) In the case of a resolution to be proposed as an ordinary resolution no amendment may be made, at or before the time at which the resolution is put to the vote, unless:

(a) in the case of an amendment to the form of the resolution as set out in the notice of meeting, notice of the intention to move the amendment is received at the office no later than 48 hours before the time fixed for the holding of the relevant meeting; or

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(b) in any case, the chairman of the meeting in his absolute discretion otherwise decides that the amendment or amended resolution may properly be put to the vote.

The giving of notice under subparagraph (a) above shall not prejudice the power of the chairman of the meeting to rule the amendment out of order.

(4) With the consent of the chairman of the meeting, a person who proposes an amendment to a resolution may withdraw it before it is put to the vote.

(5) If the chairman of the meeting rules a resolution or an amendment to a resolution admissible or out of order (as the case may be), the proceedings of the meeting or on the resolution in question shall not be invalidated by any error in his ruling. Any ruling by the chairman of the meeting in relation to a resolution or an amendment to a resolution shall be final and conclusive.

38. Adjournment

(1) With the consent of any general meeting at which a quorum is present the chairman of the meeting may (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place.

(2) In addition, the chairman of the meeting may at any time without the consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place if, in his opinion, it would facilitate the conduct of the business of the meeting to do so.

(3) Nothing in this article shall limit any other power vested in the chairman of the meeting to adjourn the meeting.

(4) Whenever a meeting is adjourned for thirty days or more or sine die, at least fourteen clear days’ notice of the adjourned meeting shall be given in the same manner as in the case of the original meeting but otherwise no person shall be entitled to any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

(5) No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

39. Meeting at more than one place

(1) A general meeting may be held at more than one place if:

(a) the notice convening the meeting specifies that it shall be held at more than one place; or

(b) the board resolves, after the notice convening the meeting has been given, that the meeting shall be held at more than one place; or

(c) it appears to the chairman of the meeting that the place of the meeting specified in the notice convening the meeting is inadequate to accommodate all persons entitled and wishing to attend.

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(2) A general meeting held at more than one place is duly constituted and its proceedings are valid if (in addition to the other provisions of these articles relating to general meetings being satisfied) the chairman of the meeting is satisfied that facilities (whether by electronic means or otherwise) are available to enable each person present at each place to participate in the business of the meeting.

(3) Each person present at each place in person or by proxy and entitled to vote shall be counted in the quorum for, and shall be entitled to vote at, the meeting. The meeting is deemed to take place at the place at which the chairman of the meeting is present.

40. Method of voting and demand for poll

(1) At a general meeting an ordinary resolution or any other question (other than a special or extraordinary resolution) put to the vote of the meeting shall be decided on a show of hands, unless (before, or immediately after the declaration of the result of, the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

(a) the chairman of the meeting; or

(b) at least five members present in person or by proxy having the right to vote on the resolution; or

(c) a member or members present in person or by proxy representing in aggregate not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution; or

(d) a member or members present in person or by proxy holding shares conferring the right to vote on the resolution on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right;

and a demand for a poll by a person as proxy for a member shall be as valid as if the demand were made by the member himself.

(2) No poll may be demanded on the appointment of a chairman of the meeting.

(3) A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman of the meeting and the demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

(4) Unless a poll is demanded (and the demand is not withdrawn), a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or has been carried by a particular majority, or lost, or not carried by a particular majority, shall be conclusive, and an entry to that effect in the minutes of the meeting shall be conclusive evidence of that fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.

(5) The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

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(6) All special resolutions and extraordinary resolutions shall be decided on a poll.

41. How poll is to be taken

(1) If a poll is demanded (and the demand is not withdrawn), it shall be taken at such time (either at the meeting at which the poll is demanded or within thirty days after the meeting), at such place and in such manner (including by electronic means) as the chairman of the meeting shall direct and he may appoint scrutineers (who need not be members).

(2) A poll demanded on a question of adjournment shall be taken at the meeting without adjournment.

(3) It shall not be necessary (unless the chairman of the meeting otherwise directs) for notice to be given of a poll whether taken at or after the meeting at which it was demanded.

(4) On a poll votes may be given either personally or by proxy and a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

(5) The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded.

42. Chairman’s casting vote

In the case of an equality of votes, either on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, as the case may be, shall be entitled to a further or casting vote in addition to any other vote or votes to which he may be entitled.

VOTES OF MEMBERS

43. Voting rights

(1) Subject to these articles and to any special rights or restrictions as to voting for the time being attached to any class of shares in the Company:

(a) on a show of hands, every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative, not being himself a member, shall have one vote and every person present who has been duly appointed as a proxy shall have one vote; and

(b) on a poll, every member who is present in person or by a duly appointed proxy (other than an Appointed Proxy (as defined in article 53(1))) shall have one vote for each share of which he is the holder and an Appointed Proxy shall have such number of votes as equals his Appointed Number of shares (as defined in article 53(2)).

(2) For the purposes of determining which persons are entitled to attend or vote at any general meeting, and how many votes such persons may cast, the Company may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified shall be disregarded in determining the rights of any person to attend or vote at the meeting, notwithstanding any provisions in the Statutes or these articles to the contrary.

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44. Representation of corporations

Any corporation which is a member of the Company may, by resolution of its board or other governing body, authorise any person to act as its representative at any general meeting of the Company and the representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member present at the meeting in person, including (without limitation) power to vote on a show of hands or on a poll and to demand or concur in demanding a poll. The board or any director or the secretary may (but shall not be bound to) require evidence of the authority of any such representative.

45. Voting rights of joint holders

If more than one of the joint holders of a share tenders a vote on the same resolution, whether in person or by proxy, the vote of the senior who tenders a vote shall be accepted to the exclusion of the vote(s) of the other joint holder(s); and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the relevant share.

46. Voting rights of members incapable of managing their affairs

A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person in the nature of a receiver or curator bonis appointed by that court, and the receiver, curator bonis or other person may, vote by proxy. Evidence to the satisfaction of the board of the authority of the person claiming the right to vote must be received at the office (or at such other address as may be specified for the receipt of proxy appointments) not later than the last time by which a proxy appointment must be received in order to be valid for use at the meeting or adjourned meeting or on the holding of the poll at or on which that person proposes to vote and, in default, the right to vote shall not be exercisable.

47. Voting rights suspended where sums overdue

Unless the board otherwise decides, a member shall not be entitled to vote, either in person or by proxy, at any general meeting of the Company in respect of any share held by him unless all calls and other sums presently payable by him in respect of that share have been paid.

48. Objections to admissibility of votes

No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting or poll at which the vote objected to is or may be given or tendered, and every vote not disallowed at such meeting or poll shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

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PROXIES

49. Proxies

(1) A proxy need not be a member of the Company and a member may appoint more than one proxy to attend on the same occasion.

(2) The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or on the poll concerned.

(3) The appointment of a proxy shall only be valid for the meeting mentioned in it and any adjournment of that meeting (including on any poll demanded at the meeting or any adjourned meeting).

(4) A proxy is entitled to speak at general meetings.

(5) Proxies may also be appointed to attend, speak and vote at general meetings in the circumstances and in the manner provided for in articles 53, 55, 56 and 58 and articles 49 to 52 should be read subject to the provisions of those articles.

50. Appointment of proxy

The appointment of a proxy may be in such form as is usual or common or in such other form as the board may from time to time approve and shall be signed by the appointor, or his duly authorised agent, or, if the appointor is a corporation, shall either be executed under its common seal or be signed by an agent or officer authorised for that purpose. The signature need not be witnessed.

51. Receipt of proxy

(1) A proxy appointment:

(a) must be received at such address as may be specified in the notice convening the meeting or in any other information issued by the Company in relation to the meeting (or if no such address is specified, at the office) at least 48 hours before the time fixed for holding the meeting at which the appointee proposes to vote; or

(b) in the case of a poll taken more than 48 hours after it is demanded or in the case of an adjourned meeting to be held more than 48 hours after the time fixed for holding the original meeting, must be received at such address as may be specified in the notice convening the meeting or in any other information issued by the Company in relation to the poll or meeting (or if no such address is specified, at the office) at least 24 hours before the time fixed for the taking of the poll or, as the case may be, the time fixed for holding the adjourned meeting; or

(c) in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it is demanded, or in the case of an adjourned meeting to be held 48 hours or less after the time fixed for holding the original meeting, must either be received by the chairman of the meeting or the secretary or any director at the meeting at which the poll is demanded or, as the case may be, at the original meeting, or be received at such address and by such time as the chairman of the meeting may direct at the meeting at which the poll is demanded.

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(2) In the case of a proxy appointment signed by an agent of a member who is not a corporation, the authority under which the appointment is signed or a copy of it certified in such manner as shall be specified in the notice of the relevant meeting or in any other information issued by the Company in relation to the relevant meeting, or such other information as shall be so specified must also be received by the Company in the manner set out in paragraph (1) above.

(3) In the case of a proxy appointment signed by an officer or other agent of a corporation, the board may also require the receipt, in the manner set out in paragraph (1) above, of the authority under which the appointment is signed or a copy of it certified in such manner as shall be specified in the notice of the relevant meeting or in any other information issued by the Company in relation to the relevant meeting, or of such other authorities or information as shall be so specified.

(4) The board may, but shall not be bound to, require such further evidence as it thinks fit of the authenticity or integrity of any signature on a proxy appointment and, if the signatory is an agent or, where the appointor is a corporation, an officer, of his authority.

(5) The board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under paragraphs (2), (3) or (4) above has not been received in accordance with the requirements of this article.

(6) Subject to paragraph (5) above, if the proxy appointment and any of the information required under paragraphs (2), (3) or (4) above are not received in the manner required above, the appointee shall not be entitled to vote in respect of the shares in question.

(7) If two or more valid but differing proxy appointments are received in respect of the same share for use at the same meeting or on the same poll, the one which is last received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the others as regards that share and if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.

52. Notice of revocation of authority

A vote given or poll demanded by proxy or by a representative of a corporation shall be valid notwithstanding the previous termination of the authority of the person voting or demanding a poll or (until entered in the register) the transfer of the share in respect of which the appointment of the relevant person was made unless notice of the termination was received at the office (or at such other address at which the proxy appointment was duly received) at least six hours before the time fixed for holding the relevant meeting or adjourned meeting or, in the case of a poll not taken on the same day as the meeting or adjourned meeting, before the time fixed for taking the poll.

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ADR DEPOSITARY ARRANGEMENTS

53. ADR Depositary can appoint multiple proxies

(1) The ADR Depositary can appoint more than one person to be its proxy (each person validly so appointed being referred to as an “Appointed Proxy”) and the provisions of articles 49 to 52 shall apply to any such appointment(s).

(2) The appointment shall set out the number of shares in relation to which an Appointed Proxy is appointed (the “Appointed Number”). The Appointed Number of shares of all Appointed Proxies, when added together, must not be more than the total number of shares registered in the name of the ADR Depositary.

54. The ADR Depositary shall keep a Proxy Register

(1) The ADR Depositary shall keep a register of the names and addresses of all the Appointed Proxies (the “Proxy Register”). The Proxy Register shall set out the Appointed Number of shares of each Appointed Proxy. This may be shown by setting out the number of American Depositary Receipts which each Appointed Proxy holds and stating that the Appointed Number of shares can be ascertained by multiplying the said number of American Depositary Receipts by such number which for the time being is equal to the number of shares which any one American Depositary Receipt represents.

(2) The ADR Depositary shall allow anyone whom the board nominates to inspect the Proxy Register during usual business hours on any week day (Saturdays and public holidays excepted) at the registered office of the ADR Depositary. The ADR Depositary shall also provide, as soon as possible, any information contained in the Proxy Register which may be requested by the Company or its agents.

55. Appointed Proxies can only attend general meetings if properly appointed

An Appointed Proxy may only attend a general meeting if he provides the Company with written evidence of his appointment by the ADR Depositary for that general meeting. This shall be in a form agreed between the board and the ADR Depositary.

56. Rights of Appointed Proxies

Subject to the Statutes and providing the total number of shares registered in the name of the ADR Depositary is sufficient to include an Appointed Proxy’s Appointed Number:

(a) at a general meeting which an Appointed Proxy is entitled to attend, he is entitled to the same rights and has the same obligations in relation to his Appointed Number of shares as if such shares were registered in his name; and

(b) an Appointed Proxy can himself appoint another person to be his proxy in relation to his Appointed Number of shares and the provisions of articles 49 to 52 shall apply to such appointment as if the Appointed Proxy was the registered holder of such shares and the appointment was made by him in that capacity.

57. Sending information to an Appointed Proxy

The Company may send to an Appointed Proxy at his address in the Proxy Register all or any of the documents which are sent to members.

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58. The Proxy Register may be fixed at a certain date

(1) In order to determine which persons are entitled as Appointed Proxies to:

(a) exercise the rights conferred by article 56; and

(b) receive documents sent pursuant to article 57

and the Appointed Number of shares in respect of which a person is to be treated as Appointed Proxy for such purpose, the ADR Depositary may determine that the persons who are entitled are those persons entered in the Proxy Register at the close of business on a date (a “Record Date”) determined by the ADR Depositary in consultation with the Company.

(2) When a Record Date is determined for a particular purpose:

(a) the Appointed Number of shares of an Appointed Proxy will be treated as the number appearing against his name in the Proxy Register as at the close of business on the Record Date (this may be shown by setting out the number of American Depositary Receipts which each Appointed Proxy holds and stating that the number of shares can be ascertained by multiplying the said number of American Depositary Receipts by such number which for the time being is equal to the number of shares which any one American Depositary Receipt represents); and

(b) changes to entries in the Proxy Register after the close of business on the Record Date will be ignored in determining the entitlement of any person for the purpose concerned.

59. The nature of an Appointed Proxy’s interest

Except as required by the Statutes, no Appointed Proxy will be recognised by the Company as holding any interest in shares upon any trust. Except for recognising the rights given in relation to general meetings by appointments made by Appointed Proxies pursuant to Article 56, the Company is entitled to treat any person entered in the Proxy Register as an Appointed Proxy as the only person (other than the ADR Depositary) who has any interest in the shares in respect of which the Appointed Proxy has been appointed.

60. Validity of the appointment of Appointed Proxies

(1) If any question arises at or in relation to a general meeting as to whether any particular person has been validly appointed as or by an Appointed Proxy to vote (or exercise any other right) in respect of any shares, the question will be determined by the chairman of the general meeting. His decision (which may include declining to recognise a particular appointment as valid) will, if made in good faith, be final and binding on all persons interested.

(2) If a question of the type described in paragraph (1) above arises in any circumstances other than at or in relation to a general meeting, the question will be determined by the board. Its decision (which can include declining to recognise a particular appointment as valid) will also, if made in good faith, be final and binding on all persons interested.

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DIRECTORS

61. Number of directors

The directors (other than alternate directors) shall not, unless otherwise determined by an ordinary resolution of the Company, be less than 6 in number.

62. Directors need not be members

A director need not be a member of the Company.

63. Age of directors

No person shall be disqualified from being appointed a director, and no director shall be required to vacate that office, by reason only of the fact that he has attained the age of seventy years or any other age nor shall it be necessary by reason of his age to give special notice of any resolution.

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

64. Appointment of directors by the Company

(1) Subject to these articles, the Company may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an additional director, but so that the total number of directors shall not exceed any maximum number fixed by or in accordance with these articles.

(2) No person (other than a director retiring in accordance with these articles) shall be appointed or re-appointed a director at any general meeting unless:

(a) he is recommended by the board; or

(b) not less than seven nor more than forty-two days before the date appointed for the meeting there has been given to the Company, by a member (other than the person to be proposed) entitled to vote at the meeting, notice of his intention to propose a resolution for the appointment of that person, stating the particulars which would, if he were so appointed, be required to be included in the Company’s register of directors and a notice executed by that person of his willingness to be appointed.

65. Separate resolutions for appointment of each director

Every resolution of a general meeting for the appointment of a director shall relate to one named person and a single resolution for the appointment of two or more persons shall be void, unless a resolution that it shall be so proposed has been first agreed to by the meeting without any vote being cast against it.

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66. The board’s power to appoint directors

The board may appoint any person who is willing to act to be a director, either to fill a vacancy or by way of addition to their number, but so that the total number of directors shall not exceed any maximum number fixed by or in accordance with these articles.

67. Retirement of directors

(1) At each annual general meeting any director then in office who:

(a) has been appointed by the board since the previous annual general meeting; or

(b) at the date of the notice convening the annual general meeting had held office for more than 30 months since he was appointed or last re-appointed by the Company in general meeting,

shall retire from office but shall be eligible for re-appointment.

(2) A retiring director shall (unless he is removed from office or his office is vacated in accordance with these articles) retain office until the close of the meeting at which he retires or (if earlier) when a resolution is passed at that meeting not to fill the vacancy or to appoint another person in his place or the resolution to re-appoint him is put to the meeting and lost.

(3) If the Company, at any meeting at which a director retires in accordance with these articles, does not fill the office vacated by such director, the retiring director, if willing to act, shall be deemed to be re-appointed, unless at the meeting a resolution is passed not to fill the vacancy or to appoint another person in his place or unless the resolution to re-appoint him is put to the meeting and lost.

68. Removal of directors

(1) The Company may by extraordinary resolution, or by ordinary resolution of which special notice has been given in accordance with the Statutes, remove any director before his period of office has expired notwithstanding anything in these articles or in any agreement between him and the Company.

(2) A director may also be removed from office by giving him notice to that effect signed by or on behalf of all the other directors.

(3) Any removal of a director under this article shall be without prejudice to any claim which such director may have for damages for breach of any agreement between him and the Company.

69. Vacation of office of director

Without prejudice to the provisions of these articles for retirement or removal the office of a director shall be vacated if:

(a) he is prohibited by law from being a director; or

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(b) he becomes bankrupt or he makes any arrangement or composition with his creditors generally; or

(c) he is, or may be, suffering from mental disorder and in relation to that disorder either he is admitted to hospital for treatment or an order is made by a court (whether in the United Kingdom or elsewhere) for his detention or for the appointment of some person to exercise powers with respect to his property or affairs and, in either case, the board resolves that his office be vacated; or

(d) if for more than six months he is absent (whether or not an alternate director attends in his place), without special leave of absence from the board, from board meetings held during that period and the board resolves that his office be vacated; or

(e) he gives to the Company notice of his wish to resign, in which event he shall vacate that office on the receipt of that notice by the Company or at such later time as is specified in the notice.

70. Executive directors

(1) The board may appoint one or more directors to hold any executive office under the Company (including that of chairman, chief executive or managing director) for such period (subject to the Statutes) and on such terms as it may decide and may revoke or terminate any appointment so made without prejudice to any claim for damages for breach of any contract of service between the director and the Company.

(2) The remuneration of a director appointed to any executive office shall be fixed by the board and may be by way of salary, commission, participation in profits or otherwise and either in addition to or inclusive of his remuneration as a director.

(3) A director appointed as executive chairman, chief executive or managing director shall automatically cease to hold that office if he ceases to be a director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

ALTERNATE DIRECTORS

71. Power to appoint alternate directors

(1) Each director may appoint another director or any other person who is willing to act as his alternate and may remove him from that office. The appointment as an alternate director of any person who is not himself a director shall be subject to the approval of a majority of the directors or a resolution of the board.

(2) An alternate director shall be entitled to receive notice of all board meetings and of all meetings of committees of which the director appointing him is a member, to attend and vote at any such meeting at which the director appointing him is not personally present and at the meeting to exercise and discharge all the functions, powers and duties of his appointor as a director and for the purposes of the proceedings at the meeting these articles shall apply as if he were a director.

(3) Every person acting as an alternate director shall (except as regards power to appoint an alternate and remuneration) be subject in all respects to these articles relating to directors and

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shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of the director appointing him. An alternate director may be paid expenses and shall be entitled to be indemnified by the Company to the same extent as if he were a director but shall not be entitled to receive from the Company any fee in his capacity as an alternate director.

(4) Every person acting as an alternate director shall have one vote for each director for whom he acts as alternate, in addition to his own vote if he is also a director, but he shall count as only one for the purpose of determining whether a quorum is present.

(5) Any person appointed as an alternate director shall vacate his office as alternate director if the director by whom he has been appointed vacates his office as director (otherwise than by retirement at a general meeting of the Company at which he is re-appointed) or removes him by notice to the Company or on the happening of any event which, if he is or were a director, causes or would cause him to vacate that office.

(6) Every appointment or removal of an alternate director shall be made by notice and shall be effective (subject to paragraph (1) above) on receipt by the secretary of the notice.

ASSOCIATE DIRECTORS

72. Power to appoint associate directors

The directors may at any time and from time to time appoint any person (not being a director) to be an associate director, and the following provisions with regard to associate directors shall have effect:

(a) a person so appointed shall not be required to be a member of the Company and shall hold office until removed by resolution of the directors.

(b) the number of associate directors shall not at any time exceed six.

(c) the remuneration of the associate directors shall be such as from time to time be determined by the directors and may be of any description.

(d) associate directors shall not have any right to attend or vote at meetings of the directors, and they shall not be directors within the meaning of that word as used in the Company’s regulations. If invited to attend and express their views at meetings of the directors, they shall do so only on the same footing as other officials and members of the staff of the Company.

REMUNERATION, EXPENSES AND PENSIONS

73. Remuneration of directors

(1) The directors (other than any director who for the time being holds an executive office or employment with the Company or a subsidiary of the Company) shall be paid out of the funds of the Company by way of remuneration for their services as directors such fees not exceeding in aggregate £450,000 per annum (or such larger sum as the Company may, by ordinary resolution, determine) as the directors may decide to be divided among them in such

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proportion and manner as they may agree or, failing agreement, equally. Any fee payable under this article shall be distinct from any remuneration or other amounts payable to a director under other provisions of these articles and shall accrue from day to day.

(2) The board (or any duly authorised committee of the board) may make arrangements for such proportion of the fees payable to any director under the provisions of this article as the board or such committee may from time to time decide, to be provided in the form of fully paid ordinary shares in the capital of the Company by applying the relevant amount in the purchase or subscription of such share on behalf of such director. In the case of a subscription of shares, for the purposes of this article, the subscription price for such shares shall be deemed to be the closing middle market price as published in the London Stock Exchange Daily Official List on the day of such subscription.

74. Special remuneration

(1) The board may grant special remuneration to any director who performs any special or extra services to or at the request of the Company.

(2) Such special remuneration may be paid by way of lump sum, salary, commission, participation in profits or otherwise as the board may decide in addition to any remuneration payable under or pursuant to any other of these articles.

75. Expenses

A director shall be paid out of the funds of the Company all travelling, hotel and other expenses properly incurred by him in and about the discharge of his duties, including his expenses of travelling to and from board meetings, committee meetings, general meetings and separate general meetings of the holders of any class shares in the Company. Subject to any guidelines and procedures established from time to time by the board, a director may also be paid out of the funds of the Company all expenses incurred by him in obtaining professional advice in connection with the affairs of the Company or the discharge of his duties as a director.

76. Pensions and other benefits

The board may exercise all the powers of the Company to pay, provide or procure the grant of pensions or other retirement or superannuation benefits and death, disability or other benefits, allowances or gratuities to any person who is or has been at any time a director of the Company or in the employment or service of the Company or of any company which is or was a subsidiary of or associated with the Company or of the predecessors in business of the Company or any such subsidiary or associated company or the relatives or dependants of any such person. For that purpose the board may procure the establishment and maintenance of, or participate in, or contribute to, any non-contributory or contributory pension or superannuation fund, scheme or arrangement and pay any insurance premiums.

POWERS OF THE BOARD

77. General powers of the board to manage the Company’s business

(1) The business of the Company shall be managed by the board which may exercise all the powers of the Company, subject to the Statutes, the memorandum, these articles and any

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ordinary resolution of the Company. No ordinary resolution or alteration of the memorandum or these articles shall invalidate any prior act of the board which would have been valid if the resolution had not been passed or the alteration had not been made.

(2) The powers given by this article shall not be limited by any special authority or power given to the board by any other article or any resolution of the Company.

78. Power to act notwithstanding vacancy

The continuing directors or the sole continuing director at any time may act notwithstanding any vacancy in their number; but, if the number of directors is less than the minimum number fixed by or in accordance with these articles, they or he may act for the purpose of filling up vacancies or calling a general meeting of the Company, but not for any other purpose. If no director is able or willing to act, then any two members may summon a general meeting for the purpose of appointing directors.

79. Provisions for employees

The board may exercise any of the powers conferred by the Statutes to make provision for the benefit of any persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or any of its subsidiaries.

80. Power to borrow money

(1) The board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (both present and future) and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

(2) The board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (but as regards subsidiary undertakings only so far as by such exercise it can secure) that the aggregate principal amount outstanding at any time in respect of all borrowings by the Group (exclusive of any borrowings which are owed by one Group company to another Group company) after deducting the amount of cash deposited will not, without the previous authority of the Company in general meeting, exceed:

(a) an amount equal to 2.5 times adjusted capital and reserves; or

(b) any higher limit fixed by ordinary resolution of the Company which is applicable at the relevant time.

(3) In this article:

(a) “adjusted capital and reserves” means the aggregate of:

(i) the amount paid up on the allotted share capital of the Company; and

(ii) the amounts standing to the credit of the reserves of the Group (including share premium account and capital redemption reserve, but excluding any

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currency translation reserve), after adding or deducting any balance standing to the credit or debit of the Group’s profit and loss account,

all as shown in the relevant balance sheet but unless the directors determine otherwise, after:

(i) making such adjustments as may be appropriate in respect of:

(A) any variation in the amount of the paid up share capital, the share premium account or capital redemption reserve since the date of the relevant balance sheet and so that for this purpose if any proposed allotment of shares by the Company for cash has been underwritten or agreed to be subscribed then these shares shall be deemed to have been allotted and the amount (including any premium) of the subscription moneys payable (not being moneys payable later than six months after the date of allotment) shall be deemed to have been paid up on the date when the issue of the shares was underwritten or agreed to be subscribed (or if the underwriting or subscription agreement was conditional, the date on which it became unconditional);

(B) any undertaking which was not a subsidiary undertaking at the date of the relevant balance sheet but which would be a subsidiary undertaking if group accounts were prepared as at the relevant time (and as if such time were the end of the Company’s financial year) or any undertaking which was a subsidiary undertaking but which would no longer be so if group accounts were to be so prepared at the relevant time; and

(C) any variation in the interest of the Company in another Group company since the date of the relevant balance sheet;

(ii) excluding (so far as not already excluded) minority and other outside interests in any subsidiary undertaking;

(iii) deducting to the extent included in the above:

(A) the book values of intangible assets except goodwill shown in the relevant balance sheet (as adjusted pursuant to the above provisions of this paragraph); and

(B) the amount of any distribution declared, recommended or made by any Group company to a person other than another Group company out of profits accrued up to and including the date of (and to the extent not provided for in) the relevant balance sheet;

(iv) adding a sum equal to the amount of goodwill arising on the acquisition of any undertaking or business after 1st January, 1996 and remaining part of the Group to the extent that it has been written off against reserves and not reinstated;

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(v) making such other adjustments (if any) as the board may consider appropriate or necessary and as are approved by the auditors;

(b) “borrowings” include the following except in so far as otherwise taken into account:

(i) the principal amount of any debenture (whether secured or unsecured) of a Group company;

(ii) the outstanding amount raised by acceptances under an acceptance credit or bills facility opened by a bank or acceptance house on behalf of or in favour of a Group company, excluding acceptances of trade bills relating to goods purchased in the ordinary course of trading;

(iii) the nominal amount of any share capital and the principal amount of any debenture or borrowing, the beneficial interest in which is not owned by a Group company, to the extent that their payment or repayment is the subject of a guarantee or indemnity by a Group company;

(iv) any fixed or minimum premium payable on final repayment of any borrowing or deemed borrowing; and

(v) any fixed amount in respect of a finance lease payable by any Group company which would be shown at the relevant time as an obligation in a balance sheet and prepared in accordance with the accounting principles used in the preparation of the relevant balance sheet and for this purpose “finance lease” means a contract between a lessor and a Group company as lessee or sub-lessee where substantially all the risks and rewards of the ownership of the asset leased or sub-leased are to be borne by the lessee or sub-lessee,

but exclude the following:

(i) borrowings incurred by a Group company for the purpose of repaying within six months of the borrowing all or part of any borrowings made by it or another Group company, pending their application for that purpose during that period;

(ii) borrowing incurred by a Group company to finance a contract where a part of the price receivable under the contract by that or another Group company is guaranteed or insured by any government, governmental agency or body or by a person (not being a Group Company) carrying on the business of providing credit insurance up to an amount equal to that part of the price which is guaranteed or insured;

(iii) a proportionate amount of the borrowings of a Group company which is not a wholly-owned subsidiary of the Company corresponding to the minority or outside interest in it;

(iv) borrowings of an undertaking which was not a subsidiary undertaking at the date of the relevant balance sheet, to the extent that those borrowings do not exceed its borrowings outstanding on the date when it became a Group company but only until six months after the date on which the undertaking became a subsidiary undertaking; and

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(v) amounts payable under any hire-purchase agreement, credit sale agreement, operating lease or similar agreement which is not a finance lease for the purposes of paragraph (b)(v) above;

(c) “cash deposited” means an amount equal to the aggregate for the time being of all cash deposits with any bank or other person (not being a Group company), (whether on current account or otherwise), the realisable value of certificates of governments and companies or other readily realisable deposits owned by any Group company except that in the case of any such items owned by a Group company which is not a wholly-owned subsidiary of the Company, there shall be excluded a proportionate amount of those items corresponding to the minority or outside interests in it;

(d) “Group” means the Company and its subsidiary undertakings from time to time;

(e) “Group company” means any undertaking in the Group; and

(f) “relevant balance sheet” means the audited consolidated balance sheet dealing with the state of affairs of the Company and its subsidiary undertakings comprised in the latest group accounts; and if the Company should prepare its audited consolidated balance sheet on the basis of one accounting convention and a supplementary balance sheet on the basis of another, the audited consolidated balance sheet shall be taken as the relevant balance sheet.

(4) For the purposes of any calculation under this article:

(a) a borrowing denominated or repayable or any cash deposited, in a currency other than sterling shall be translated into sterling:

(i) at the London exchange rate for the date as at which the calculation is being made; or

(ii) if it would result in a lower figure, at the London exchange rate on the date of the relevant balance sheet, and for this purpose the “London exchange rate” for any date is the spot rate of exchange, quoted at or about 11.00 a.m. on the business day before that date by a bank in London selected by the board; and

(b) where under the terms of any borrowing the amount of money that would be required to discharge its principal amount in full if it fell to be repaid (at the option of the borrower or by reason of default) on the date as at which the calculation is being made is less than the amount that would otherwise be taken into account in respect of that borrowing for the purpose of this article, the amount of the borrowing to be taken into account shall be the lesser amount.

(5) The limit imposed under paragraph (2) above shall be deemed not to have been breached until the amount of borrowings has exceeded that limit for 30 consecutive days. This paragraph overrides all other provisions of this article.

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(6) A certificate or report by the Company’s auditors:

(a) as to the amount of adjusted capital and reserves or the amount of borrowings; or

(b) to the effect that the limit imposed under this article was not exceeded or breached at a particular date, shall be conclusive evidence as to that amount or fact.

(7) If the Company has joint auditors, references in this article to the Company’s auditors are to any of the joint auditors.

(8) No lender or other person dealing with any Group company need enquire whether the limit imposed under paragraph (2) above has been or will be complied with.

(9) A borrowing or security resulting in a breach of the limit shall not be void nor shall it be voidable at the instance of the Company or any other Group company.

DELEGATION OF BOARD’S POWERS

81. Delegation to individual directors

The board may entrust to and confer upon any director any of its powers, authorities and discretions (with power to sub-delegate) on such terms and conditions as it thinks fit and may revoke or vary all or any of them, but no person dealing in good faith shall be affected by any revocation or variation.

82. Committees

(1) The board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee consisting of such person or persons (whether directors or not) as it thinks fit, provided that the majority of the members of the committee are directors and that no meeting of the committee shall be quorate for the purpose of exercising any of its powers, authorities or discretions unless a majority of those present are directors. The board may make any such delegation on such terms and conditions as it thinks fit and may revoke or vary any such delegation and discharge any committee wholly or in part, but no person dealing in good faith shall be affected by any revocation or variation. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations that may be imposed on it by the board.

(2) The proceedings of a committee with two or more members shall be governed by any regulations imposed on it by the board and (subject to such regulations) by these articles regulating the proceedings of the board so far as they are capable of applying.

83. Local boards

(1) The board may establish any local or divisional board or agency for managing any of the affairs of the Company whether in the United Kingdom or elsewhere and may appoint any persons to be members of a local or divisional board, or to be managers or agents, and may fix their remuneration.

(2) The board may delegate to any local or divisional board, manager or agent any of its powers, authorities and discretions (with power to sub-delegate) and may authorise the members of any local or divisional board or any of them to fill any vacancies and to act notwithstanding vacancies.

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(3) Any appointment or delegation under this article may be made on such terms and subject to such conditions as the board thinks fit and the board may remove any person so appointed, and may revoke or vary any delegation, but no person dealing in good faith shall be affected by the revocation or variation.

84. Powers of attorney

The board may by power of attorney or otherwise appoint any person to be the agent of the Company on such terms (including terms as to remuneration) as it may decide and may delegate to any person so appointed any of its powers, authorities and discretions (with power to sub-delegate). The board may remove any person appointed under this article and may revoke or vary the delegation, but no person dealing in good faith shall be affected by the revocation or variation.

DIRECTORS’ INTERESTS

85. Directors’ interests and voting

(1) Subject to the Statutes, a director shall not be disqualified by his office from entering into any contract with the Company, either with regard to his tenure of any office or position in the management, administration or conduct of the business of the Company or as vendor, purchaser or otherwise. Subject to the interest of the director being duly declared, a contract entered into by or on behalf of the Company in which any director is in any way interested shall not be liable to be avoided, nor shall any director so interested be liable to account to the Company for any benefit resulting from the contract, by reason of the director holding that office or of the fiduciary relationship established by his holding that office.

(2) A director may hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of director for such period (subject to the Statutes) and upon such terms as the board may decide and may be paid such extra remuneration for so doing (whether by way of salary, commission, participation in profits or otherwise) as the board may decide, either in addition to or in lieu of any remuneration under any other provision of these articles.

(3) A director may be or become a member or director of, or hold any other office or place of profit under, or otherwise be interested in, any other company in which the Company may be interested and shall not be liable to account to the Company for any benefit received by him as a member or director of, or holder of any other office or place of profit under, or his other interest in, that company.

(4) The board may cause the voting rights conferred by the shares in any other company held or owned by the Company or exercisable by them as directors of that other company to be exercised in such manner in all respects as it thinks fit (including the exercise of voting rights in favour of any resolution appointing the directors or any of them as directors or officers of the other company or voting or providing for the payment of any benefit to the directors or officers of the other company).

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(5) A director may act by himself or his firm in a professional capacity for the Company (except as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director.

(6) The board may purchase and maintain for or for the benefit of any person who holds or has at any time held a relevant office insurance against any liability incurred by him in respect of any act or omission in the actual or purported discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his holding of a relevant office; and for this purpose “relevant office” means that of director, officer or employee in relation to the Company or any company which is or was a subsidiary undertaking of or associated with the Company or any predecessor in business of the Company or any such subsidiary undertaking or associated company, or that of trustee of any pension fund or retirement, death or disability scheme for the benefit of any employee of the Company or any such subsidiary undertaking or associated company.

(7) A director who to his knowledge is in any way, whether directly or indirectly, interested in a contract with the Company shall declare the nature of his interest at the board meeting at which the question of entering into the contract is first taken into consideration, if he knows his interest then exists, or in any other case at the first board meeting after he knows that he is or has become so interested. For the purposes of this article, a general notice given to the board by a director to the effect that:

(a) he is a member of a specified company or firm and is to be regarded as interested in any other contract which may after the date of the notice be made with that company or firm; or

(b) he is to be regarded as interested in any contract which may after the date of the notice be made with a specified person who is connected with him,

shall be deemed to be a sufficient declaration of interest under this article in relation to any such contract but no such notice shall be effective unless either it is given at a board meeting or the director takes reasonable steps to secure that it is brought up and read at the next board meeting after it is given.

(8) A director shall not vote (or be counted in the quorum at a meeting) in respect of any resolution concerning his own appointment (including fixing or varying its terms), or the termination of his own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested but, where proposals are under consideration concerning the appointment (including fixing or varying its terms), or the termination of the appointment, of two or more directors to offices or places of profit with the Company or any other company in which the Company is interested, those proposals may be divided and a separate resolution may be put in relation to each director and in that case each of the directors concerned (if not otherwise debarred from voting under this article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution unless it concerns his own appointment or the termination of his own appointment.

(9) A director shall also not vote (or be counted in the quorum at a meeting) in relation to any resolution relating to any contract or arrangement or other proposal in which he has an interest which (together with any interest of any connected person of his) is to his knowledge a material interest and, if he purports to do so, his vote shall not be counted, but this prohibition shall not apply and a director may vote (and be counted in the quorum) in respect of any resolution concerning any one or more of the following matters:

(a) any contract in which he is interested by virtue of an interest in shares, debentures or other securities of the Company or otherwise in or through the Company;

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(b) the giving of any guarantee, security or indemnity in respect of:

(i) money lent or obligations incurred by him or by any other person at the request of, or for the benefit of, the Company or any of its subsidiary undertakings; or

(ii) a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part (either alone or jointly with others) under a guarantee or indemnity or by the giving of security;

(c) any issue or offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings in respect of which he is or may be entitled to participate in his capacity as a holder of any such securities or as an underwriter or sub-underwriter;

(d) any contract concerning any other company in which he and any connected persons do not to his knowledge hold an interest in shares (within the meaning of sections 198 to 211 of the Act) representing one per cent. or more of any class of the equity share capital of that company or of the voting rights available to members of that company;

(e) any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings which does not accord to him any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and

(f) the purchase or maintenance of insurance for the benefit of directors or for the benefit of persons including directors.

For the purposes of this paragraph a person is a “connected person” in relation to a director if that person is deemed to be connected with that director within the meaning of section 346 of the Act.

(10) In the case of an alternate director, an interest of his appointor shall be treated as an interest of the alternate in addition to any interest which the alternate otherwise has.

(11) If any question arises at any meeting as to the materiality of an interest of a director (other than the chairman of the meeting) or as to the entitlement of any director (other than the chairman of the meeting) to vote and the question is not resolved by his voluntarily agreeing to abstain from voting, the question shall be referred to the chairman of the meeting and his ruling in relation to the director concerned shall be final and conclusive except in a case where the nature or extent of the interest of the director concerned, so far as known to him, has not been fairly disclosed. If any question shall arise in respect of the chairman of the meeting and is not resolved by his voluntarily agreeing to abstain from voting, the question shall be decided by a resolution of the board (for which purpose the chairman shall be

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counted in the quorum but shall not vote on the matter) and the resolution shall be final and conclusive except in a case where the nature or extent of the interest of the chairman, so far as known to him, has not been fairly disclosed.

(12) In this article references to a contract include references to any proposed contract and to any transaction or arrangement whether or not constituting a contract.

(13) The Company may by ordinary resolution suspend or relax the provisions of this article to any extent or ratify any contract not duly authorised by reason of a contravention of this article.

PROCEEDINGS OF THE BOARD

86. Board meetings

The board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A director at any time may, and the secretary at the request of a director at any time shall, summon a board meeting.

87. Notice of board meetings

Notice of a board meeting may be given to a director personally or by word of mouth or given in writing or by electronic means to him at such address as he may from time to time specify for this purpose (or if he does not specify an address, at his last known address). A director may waive notice of any meeting either prospectively or retrospectively.

88. Quorum

The quorum necessary for the transaction of the business of the board may be fixed by the board and, unless so fixed at any other number, shall be two.

89. Chairman or deputy chairman to preside

(1) The board may appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment.

(2) The chairman, or failing him any deputy chairman (the longest in office taking precedence, if more than one is present), shall, if present and willing, preside at all board meetings but, if no chairman or deputy chairman has been appointed, or if he is not present within five minutes after the time fixed for holding the meeting or is unwilling to act as chairman of the meeting, the directors present shall choose one of their number to act as chairman of the meeting.

90. Competence of board meetings

A board meeting at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the board.

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91. Voting

Questions arising at any board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote.

92. Telephone board meeting

(1) A board meeting may consist of a conference between directors some or all of whom are in different places provided that each director may participate in the business of the meeting whether directly, by telephone or by any other electronic means which enables him:

(a) to hear each of the other participating directors addressing the meeting; and

(b) if he so wishes, to address all of the other participating directors simultaneously.

(2) A quorum is deemed to be present if at least the number of directors required to form a quorum, subject to the provisions of article 78, may participate in the manner specified above in the business of the meeting.

(3) A board meeting held in this way is deemed to take place at the place where the largest group of participating directors is assembled or, if no such group is readily identifiable, at the place from where the chairman of the meeting participates.

93. Resolutions without meetings

A resolution which is signed or approved by all the directors entitled to vote on that resolution shall be as valid and effectual as if it had been passed at a board meeting duly called and constituted. The resolution may be contained in one document or electronic communication or in several documents or electronic communications in like form, each signed or approved by one or more of the directors concerned. For the purpose of this article:

(a) the signature or approval of an alternate director (if any) shall suffice in place of the signature of the director appointing him; and

(b) the approval of a director or alternate director shall be given in writing or by electronic means.

94. Validity of acts of directors in spite of formal defect

All acts bona fide done by a meeting of the board, or of a committee, or by any person acting as a director or a member of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the board or committee or of the person so acting, or that they or any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified to be a director and had continued to be a director or member of the committee and had been entitled to vote.

95. Minutes

The board shall cause minutes to be made in books kept for the purpose:

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(a) of all appointments of officers made by the board;

(b) of the names of all the directors present at each meeting of the board and of any committee; and

(c) of all resolutions and proceedings of all meetings of the Company and of any class of members, and of the board and of any committee.

SECRETARY

96. Secretary

The secretary shall be appointed by the board for such term, at such remuneration and on such conditions as it thinks fit, and the board may remove from office any person so appointed (without prejudice to any claim for damages for breach of any contract between him and the Company).

SHARE CERTIFICATES

97. Issue of certificates

(1) A person whose name is entered in the register as the holder of any certificated shares shall be entitled (unless the conditions of issue otherwise provide) to receive one certificate for those shares, or one certificate for each class of those shares and, if he transfers part of the shares represented by a certificate in his name, or elects to hold part in uncertificated form, to receive a new certificate for the balance of those shares.

(2) In the case of joint holders, the Company shall not be bound to issue more than one certificate for all the shares in any particular class registered in their joint names, and delivery of a certificate for a share to any one of the joint holders shall be sufficient delivery to all.

(3) A share certificate may be issued under seal (by affixing the seal to, or printing the seal or a representation of it on, the certificate) or executed or authenticated in such manner as the board may from time to time determine, either generally or in any particular case (which may include any signature being applied mechanically or electronically). A share certificate shall specify the number and class of the shares to which it relates and the amount or respective amounts paid up on the shares. Any certificate so issued shall, as against the Company, be prima facie evidence of the title of the person named in that certificate to the shares comprised in it.

(4) A share certificate may be given to a member in accordance with the provisions of these articles on notices.

98. Charges for and replacement of certificates

(1) Except as expressly provided to the contrary in these articles, no fee shall be charged for the issue of a share certificate.

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(2) Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate issued.

(3) If any member surrenders for cancellation a certificate representing shares held by him and requests the Company to issue two or more certificates representing those shares in such proportions as he may specify, the board may, if it thinks fit, comply with the request on payment of such fee (if any) as the board may decide.

(4) If a certificate is damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued on compliance with such conditions as to evidence, indemnity and security for such indemnity as the board may think fit and on payment of any exceptional expenses of the Company incidental to its investigation of the evidence and preparation of the indemnity and security and, if damaged or defaced, on delivery up of the old certificate.

(5) In the case of joint holders of a share a request for a new certificate under any of the preceding paragraphs of this article may be made by any one of the joint holders unless the certificate is alleged to have been lost, stolen or destroyed.

LIEN ON SHARES

99. Lien on partly paid shares

(1) The Company shall have a first and paramount lien on every share (not being a fully paid share) for all amounts payable (whether or not due) in respect of that share. The lien shall extend to every amount payable in respect of that share.

(2) The board may at any time either generally or in any particular case declare any share to be wholly or partly exempt from this article. Unless otherwise agreed, the registration of a transfer of a share shall operate as a waiver of the Company’s lien (if any) on that share.

100. Enforcement of lien

(1) The Company may sell any share subject to a lien in such manner as the board may decide if an amount payable on the share is due and is not paid within fourteen clear days after a notice has been given to the holder or any person entitled by transmission to the share demanding payment of that amount and giving notice of intention to sell in default.

(2) To give effect to any sale under this article, the board may authorise some person to transfer the share sold to, or as directed by, the purchaser. The purchaser shall not be bound to see to the application of the purchase money nor shall the title of the new holder to the share be affected by any irregularity in or invalidity of the proceedings relating to the sale.

(3) The net proceeds of the sale, after payment of the costs, shall be applied in or towards satisfaction of the amount due and any residue shall (subject to a like lien for any amounts not presently due as existed on the share before the sale), on surrender of the certificate for the shares sold, be paid to the holder or person entitled by transmission to the share immediately before the sale.

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CALLS ON SHARES

101. Calls

(1) Subject to the terms of allotment, the board may make calls on the members in respect of any moneys unpaid on their shares (whether in respect of nominal amount or premium) and each member shall (subject to his receiving at least fourteen clear days' notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be revoked or postponed as the board may decide.

(2) Any call may be made payable in one sum or by instalments and shall be deemed to be made at the time when the resolution of the board authorising that call is passed.

(3) A person on whom a call is made shall remain liable for it notwithstanding the subsequent transfer of the share in respect of which the call is made.

(4) The joint holders of a share shall be jointly and severally liable for the payment of all calls in respect of that share.

102. Interest on calls

If a call is not paid before or on the due date for payment, the person from whom it is due shall pay interest on the amount unpaid, from the due date for payment to the date of actual payment, at such rate as the board may decide, but the board may waive payment of the interest, wholly or in part.

103. Sums treated as calls

A sum which by the terms of allotment of a share is payable on allotment, or at a fixed time, or by instalments at fixed times, shall for all purposes of these articles be deemed to be a call duly made and payable on the date or dates fixed for payment and, in case of non-payment, these articles shall apply as if that sum had become payable by virtue of a call.

104. Power to differentiate

On any issue of shares the board may make arrangements for a difference between the allottees or holders of the shares in the amounts and times of payment of calls on their shares.

105. Payment of calls in advance

The board may, if it thinks fit, receive all or any part of the moneys payable on a share beyond the sum actually called up on it if the holder is willing to make payment in advance and, on any moneys so paid in advance, may (until they would otherwise be due) pay interest at such rate as may be agreed between the board and the member paying the sum in advance.

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FORFEITURE OF SHARES

106. Notice of unpaid calls

(1) If the whole or any part of any call or instalment remains unpaid on any share after the due date for payment, the board may give a notice to the holder requiring him to pay so much of the call or instalment as remains unpaid, together with any accrued interest.

(2) The notice shall state a further day, being not less than fourteen clear days from the date of the notice, on or before which, and the place where, payment is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the share in respect of which the call was made or instalment is payable will be liable to be forfeited.

(3) The board may accept a surrender of any share liable to be forfeited.

107. Forfeiture on non-compliance with notice

(1) If the requirements of a notice given under the preceding article are not complied with, any share in respect of which it was given may (before the payment required by the notice is made) be forfeited by a resolution of the board. The forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited share and not actually paid before the forfeiture.

(2) If a share is forfeited, notice of the forfeiture shall be given to the person who was the holder of the share or (as the case may be) the person entitled to the share by transmission, and an entry that notice of the forfeiture has been given, with the relevant date, shall be made in the register; but no forfeiture shall be invalidated by any omission to give such notice or to make such entry.

108. Power to annul forfeiture or surrender

The board may, at any time before the forfeited or surrendered share has been sold, re-allotted or otherwise disposed of, annul the forfeiture or surrender upon payment of all calls and interest due on or incurred in respect of the share and on such further conditions (if any) as it thinks fit.

109. Disposal of forfeited or surrendered shares

(1) Every share which is forfeited or surrendered shall become the property of the Company and (subject to the Statutes) may be sold, re-allotted or otherwise disposed of, upon such terms and in such manner as the board shall decide either to the person who was before the forfeiture the holder of the share or to any other person and whether with or without all or any part of the amount previously paid up on the share being credited as so paid up. The board may for the purposes of a disposal authorise some person to transfer the forfeited or surrendered share to, or in accordance with the directions of, any person to whom the same has been disposed of.

(2) A statutory declaration by a director or the secretary that a share has been forfeited or surrendered on a specified date shall, as against all persons claiming to be entitled to the share, be conclusive evidence of the facts stated in it and shall (subject to the execution of any necessary transfer) constitute a good title to the share. The person to whom the share has

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been disposed of shall not be bound to see to the application of the consideration for the disposal (if any) nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings connected with the forfeiture, surrender, sale, re-allotment or disposal of the share.

110. Arrears to be paid notwithstanding forfeiture or surrender

A person any of whose shares have been forfeited or surrendered shall cease to be a member in respect of the forfeited or surrendered share and shall surrender to the Company for cancellation any certificate for the share forfeited or surrendered, but shall remain liable (unless payment is waived in whole or in part by the board) to pay to the Company all moneys payable by him on or in respect of that share at the time of forfeiture or surrender, together with interest from the time of forfeiture or surrender until payment at such rate as the board shall decide, in the same manner as if the share had not been forfeited or surrendered. He shall also be liable to satisfy all the claims and demands (if any) which the Company might have enforced in respect of the share at the time of forfeiture or surrender. No deduction or allowance shall be made for the value of the share at the time of forfeiture or surrender or for any consideration received on its disposal.

SEAL

111. Seal

(1) The Company may exercise the powers conferred by the Statutes with regard to having official seals and those powers shall be vested in the board.

(2) The board shall provide for the safe custody of every seal of the Company.

(3) A seal shall be used only by the authority of the board or a duly authorised committee but that authority may consist of an instruction or approval given in writing or by electronic means by a majority of the directors or of the members of a duly authorised committee.

(4) The board may determine who shall sign any instrument to which a seal is applied, either generally or in relation to a particular instrument or type of instrument, and may also determine, either generally or in any particular case, that such signatures shall be dispensed with.

(5) Unless otherwise decided by the board:

(a) certificates for shares, debentures or other securities of the Company issued under seal need not be signed; and

(b) every other instrument to which a seal is applied shall be signed by at least one director and the secretary or by at least two directors.

DIVIDENDS

112. Declaration of dividends by the Company

The Company may, by ordinary resolution, declare a dividend to be paid to the members, according to their respective rights and interests in the profits, and may fix the time for payment of such dividend, but no dividend shall exceed the amount recommended by the board.

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113. Fixed and interim dividends

The board may pay such interim dividends as appear to the board to be justified by the financial position of the Company and may also pay any dividend payable at a fixed rate at intervals settled by the board whenever the financial position of the Company, in the opinion of the board, justifies its payment. If the board acts in good faith, none of the directors shall incur any liability to the holders of shares conferring preferred rights for any loss such holders may suffer in consequence of the payment of an interim dividend on any shares having non-preferred or deferred rights.

114. Calculation and currency of dividends

(1) Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:

(a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this article as paid up on the share;

(b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; and

(c) dividends may be declared or paid in any currency.

(2) The board may agree with any member that dividends which may at any time or from time to time be declared or become due on his shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the Company or any other person to bear any costs involved.

115. Method of payment

(1) The Company may pay any dividend or other sum payable in respect of a share:

(a) by cheque or dividend warrant payable to the holder (or, in the case of joint holders, the holder whose name stands first in the register in respect of the relevant share) or to such other person as the holder (or, in the case of joint holders, all the joint holders) may notify to the Company for the purpose; or

(b) by a bank or other funds transfer system or by such other electronic means (including, in the case of an uncertificated share, a relevant system) to such account as the holder (or, in the case of joint holders, all the joint holders) may notify to the Company for the purpose; or

(c) in such other way as may be agreed between the Company and the holder (or, in the case of joint holders, all such holders).

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(2) Any such cheque or dividend warrant may be sent by post to the registered address of the holder (or, in the case of joint holders, to the registered address of that person whose name stands first in the register in respect of the relevant share) or to such other address as the holder (or, in the case of joint holders, all the joint holders) may notify to the Company for the purpose.

(3) Every cheque or warrant is sent, and payment in any other way is made, at the risk of the person or persons entitled to it and the Company will not be responsible for any sum lost or delayed when it has sent or transmitted the sum in accordance with these articles. Clearance of a cheque or warrant or transmission of funds through a bank or other funds transfer system or by such other electronic means as is permitted by these articles shall be a good discharge to the Company.

(4) Any joint holder or other person jointly entitled to any share may give an effective receipt for any dividend or other sum paid in respect of the share.

(5) Any dividend or other sum payable in respect of any share may be paid to a person or persons entitled by transmission to that share as if he or they were the holder or joint holders of that share and his address (or the address of the first named of two or more persons jointly entitled) noted in the register were the registered address.

116. Dividends not to bear interest

No dividend or other moneys payable by the Company on or in respect of any share shall bear interest as against the Company unless otherwise provided by the rights attached to the share.

117. Calls or debts may be deducted from dividends

The board may deduct from any dividend or other moneys payable to any person (either alone or jointly with another) on or in respect of a share all such sums as may be due from him (either alone or jointly with another) to the Company on account of calls or otherwise in relation to shares of the Company.

118. Unclaimed dividends etc

All unclaimed dividends, interest or other sums payable may be invested or otherwise made use of by the board for the benefit of the Company until claimed. All dividends unclaimed for a period of twelve years after having become due for payment shall be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend, interest or other sum payable by the Company on or in respect of any share into a separate account shall not constitute the Company a trustee in respect of it.

119. Uncashed dividends

If:

(a) a payment for a dividend or other sum payable in respect of a share sent by the Company to the person entitled to it in accordance with these articles is left uncashed or is returned to the Company and, after reasonable enquiries, the Company is unable to establish any new address or, with respect to a payment to be made by a funds transfer system, a new account, for that person; or

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(b) such a payment is left uncashed or returned to the Company on two consecutive occasions,

the Company shall not be obliged to send any dividends or other sums payable in respect of that share to that person until he notifies the Company of an address or, where the payment is to be made by a funds transfer system, details of the account, to be used for the purpose.

120. Dividends in specie

(1) With the authority of an ordinary resolution of the Company and on the recommendation of the board, payment of any dividend may be satisfied wholly or in part by the distribution of specific assets and in particular of paid up shares or debentures of any other company.

(2) Where any difficulty arises with the distribution, the board may settle the difficulty as it thinks fit and, in particular, may issue fractional certificates (or ignore fractions), fix the value for distribution of the specific assets or any part of them, determine that cash payments be made to any members on the basis of the value so fixed in order to secure equality of distribution and vest any of the specific assets in trustees on such trusts for the persons entitled to the dividend as the board may think fit.

121. Scrip dividends

(1) The board may, with the authority of an ordinary resolution of the Company, offer any holders of ordinary shares the right to elect to receive further shares (whether or not of that class), credited as fully paid, instead of cash in respect of all (or some part) of any dividend specified by the ordinary resolution (a “scrip dividend”) in accordance with the following provisions of this article.

(2) The ordinary resolution may specify a particular dividend (whether or not already declared) or may specify all or any dividends declared within a specified period, but such period may not end later than five years after the date of the meeting at which the ordinary resolution is passed.

(3) The basis of allotment shall be decided by the board so that, as nearly as may be considered convenient, the value of the further shares, including any fractional entitlement, is equal to the amount of the cash dividend which would otherwise have been paid (disregarding the amount of any associated tax credit).

(4) For the purposes of paragraph (3) above the value of the further shares shall be:

(a) equal to the average middle-market quotation for a fully paid share of the relevant class, adjusted if necessary for the proposed dividend, as shown in the London Stock Exchange Daily Official List or as established from such other source as the board considers appropriate for the five business days immediately preceding or following the announcement of the cash dividend to which the scrip dividend relates, as the board may decide; or

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(b) calculated in such manner as may be determined by or in accordance with the ordinary resolution.

(5) The board shall give notice to the holders of ordinary shares of their rights of election in respect of the scrip dividend and shall specify the procedure to be followed in order to make an election.

(6) The dividend or that part of it in respect of which an election for the scrip dividend is made shall not be paid and instead further shares shall be allotted in accordance with elections duly made and the board shall capitalise a sum equal to the aggregate nominal amount of the shares to be allotted out of such sums available for the purpose as the board may consider appropriate.

(7) The further shares so allotted shall rank pari passu in all respects with the fully paid shares of the same class then in issue except as regards participation in the relevant dividend.

(8) The board may decide that the right to elect for any scrip dividend shall not be made available to members resident in any territory where, in the opinion of the board, compliance with local laws or regulations would be unduly onerous.

(9) The board may do all acts and things as it considers necessary or expedient to give effect to the provisions of a scrip dividend election and the issue of any shares in accordance with the provisions of this article, and may make such provisions as it thinks fit for the case of shares becoming distributable in fractions (including provisions under which, in whole or in part, the benefit of fractional entitlements accrues to the Company rather than to the members concerned). To the extent that the entitlement of any holder of ordinary shares in respect of any dividend is less than the value of one new share (as determined for the basis of any scrip dividend) the board may also from time to time establish or vary a procedure for such entitlement to be accrued and aggregated with any similar entitlement for the purposes of any subsequent scrip dividend.

(10) The board may from time to time establish or vary a procedure for election mandates, under which a holder of ordinary shares may, in respect of any future dividends for which a right of election pursuant to this article is offered, elect to receive shares in lieu of such dividend on the terms of such mandate.

(11) The board shall not make a scrip dividend available unless the Company has sufficient unissued shares and undistributed profits or reserves to give effect to elections which could be made to receive that scrip dividend.

CAPITALISATION OF RESERVES

122. Capitalisation of reserves

(1) The board may, with the authority of an ordinary resolution of the Company:

(a) resolve to capitalise any sum standing to the credit of any reserve account of the Company (including share premium account and capital redemption reserve) or any sum standing to the credit of profit and loss account not required for the payment of any preferential dividend (whether or not it is available for distribution); and

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(b) appropriate that sum as capital to the holders of ordinary shares in proportion to the nominal amount of the ordinary share capital held by them respectively and apply that sum on their behalf in paying up in full any unissued shares or debentures of the Company of a nominal amount equal to that sum and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions or in paying up the whole or part of any amounts which are unpaid in respect of any issued shares in the Company held by them respectively, or otherwise deal with such sum as directed by the resolution provided that the share premium account and the capital redemption reserve and any sum not available for distribution in accordance with the Statutes may only be applied in paying up unissued shares to be allotted credited as fully paid up.

(2) Where any difficulty arises in respect of any distribution of any capitalised reserve or other sum, the board may settle the difficulty as it thinks fit and in particular may make such provisions as it thinks fit in the case of shares or debentures becoming distributable in fractions (including provisions under which, in whole or in part, the benefit of fractional entitlements accrues to the Company rather than the members concerned) or ignore fractions and may fix the value for distribution of any fully paid up shares or debentures and may determine that cash payments be made to any members on the basis of the value so fixed in order to secure equality of distribution, and may vest any shares or debentures in trustees upon such trusts for the persons entitled to share in the distribution as the board may think fit.

(3) The board may also authorise any person to sign on behalf of the persons entitled to share in the distribution a contract for the acceptance by those persons of the shares or debentures to be allotted to them credited as fully paid under a capitalisation and any such contract shall be binding on all those persons.

123. Capitalisation of reserves - employees’ share schemes

(1) This article (which is without prejudice to the generality of the provisions of the immediately preceding article) applies:

(a) where a person is granted pursuant to an employees’ share scheme a right to subscribe for shares in the Company in cash at a subscription price less than their nominal value; and

(b) where, pursuant to an employees’ share scheme, the terms on which any person is entitled to subscribe in cash for shares in the Company are adjusted as a result of a capitalisation issue, rights issue or other variation of capital so that the subscription price is less than their nominal value.

(2) In any such case the board:

(a) shall transfer to a reserve account a sum equal to the deficiency between the subscription price and the nominal value of the shares (the “cash deficiency”) from the profits or reserves of the Company which are available for distribution and not required for the payment of any preferential dividend; and

(b) (subject to paragraph (4) below) shall not apply that reserve account for any purpose other than paying up the cash deficiency upon the allotment of those shares.

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(3) Whenever the Company is required to allot shares pursuant to such a right to subscribe, the board shall (subject to the Statutes) appropriate to capital out of the reserve account an amount equal to the cash deficiency applicable to those shares, apply that amount in paying up the deficiency on the nominal value of those shares and allot those shares credited as fully paid to the person entitled to them.

(4) If any person ceases to be entitled to subscribe for shares as described above, the restrictions on the reserve account shall cease to apply in relation to such part of the account as is equal to the amount of the cash deficiency applicable to those shares.

(5) No right shall be granted under any employees’ share scheme under paragraph (1)(a) above and no adjustment shall be made as mentioned in paragraph (1)(b) above unless there are sufficient profits or reserves of the Company available for distribution and not required for the payment of any preferential dividend to permit the transfer to a reserve account in accordance with this article of an amount sufficient to pay up the cash deficiency applicable to the shares concerned.

RECORD DATES

124. Fixing of record dates

(1) Notwithstanding any other of these articles, but without prejudice to any rights attached to any shares, the Company or the board may fix a date as the record date by reference to which a dividend will be declared or paid or a distribution, allotment or issue made, and that date may be before, on or after the date on which the dividend, distribution, allotment or issue is declared, paid or made.

(2) In the absence of a record date being fixed, entitlement to any dividend, distribution, allotment or issue shall be determined by reference to the date on which the dividend is declared or the distribution, allotment or issue is made.

ACCOUNTS

125. Accounting records

(1) The board shall cause accounting records of the Company to be kept in accordance with the Statutes.

(2) No member (as such) shall have any right of inspecting any account, book or document of the Company, except as conferred by law or authorised by the board or by any ordinary resolution of the Company.

NOTICES

126. Form of notices

(1) Except where otherwise expressly stated, any notice to be given to or by any person under these articles shall be in writing or, to the extent permitted by the Statutes and subject to paragraph (2), contained in an electronic communication.

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(2) The board may from time to time specify the form and manner in which a notice may be given to the Company by electronic means, including one or more addresses for the receipt of an electronic communication, and may prescribe such procedures as it thinks fit for verifying the authenticity or integrity of any such electronic communication. A notice may be given to the Company by electronic means only if it is given in accordance with the requirements specified by the board.

127. Manner of giving notices

(1) A notice in writing, document or other communication may be given or served by the Company to any member either personally or by sending it through the post addressed to the member at his registered address or by leaving it at that address.

(2) Subject to the Statutes, a notice, document or other communication may be given by the Company to any member by electronic means to such address as may from time to time be authorised by the member concerned or by publishing it on a web site and notifying the member concerned, in such manner as he may from time to time authorise, that it has been so published.

(3) In the case of joint holders of a share, any notice, document or other communication given or served by the Company in any manner permitted by these articles to the joint holder who is named first in the register in respect of the joint holding shall be deemed to be given to all other holders of the share.

(4) A member whose registered address is not within the United Kingdom and who gives to the Company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address but, unless he does so, shall not be entitled to receive any notice from the Company.

128. Notice by advertisement

If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice advertised in at least one national newspaper. In any such case the Company shall send confirmatory copies of the notice by post to those members to whom notice cannot be given by electronic means if at least six clear days before the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.

129. When notice is deemed given

(1) Any notice in writing, document or other communication, if sent by first class post, shall be deemed to have been given on the day following that on which the envelope containing it is put into the post, or, if sent by second class post, shall be deemed to have been given on the second day following that on which the envelope containing it is put into the post and in proving that a notice, document or other communication has been given it shall be sufficient to prove that the letter, envelope or wrapper containing the notice, document or other communication was properly addressed, prepaid and put into the post.

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(2) Any notice in writing, document or other communication not sent by post but left at a registered address or address at which a notice, document or other communication may be given shall be deemed to have been given on the day it was so left.

(3) Any notice, document or other communication, if sent by electronic means (including through any relevant system), shall be deemed to have been given on the day following that on which the electronic communication was sent by or on behalf of the Company.

(4) Where notice is given by way of newspaper advertisement, such notice shall be deemed to have been given to each member or person entitled to receive it at noon on the day when the advertisement appears or, if it appears on different days, at noon on the first of the days when it appears.

(5) A member present, either in person or by proxy, at any meeting of the Company or class of members of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which the meeting was convened.

(6) Every person who becomes entitled to a share shall be bound by every notice (other than a notice in accordance with section 212 of the Act) in respect of that share which before his name is entered in the register was given to the person from whom he derives his title to the share,

130. Record date for giving notices

(1) For the purposes of giving notices of meetings, documents or other communications, whether under section 370(2) of the Act, any other Statute, a provision in these articles or any other instrument, the Company may determine that persons entitled to receive such notices, documents or other communications are those persons entered on the register at the close of business on a day determined by it.

(2) The day determined by the Company under paragraph (1) above may not be more than 21 days before the day that the notice of the meeting, document or other communication is given.

131. Notice to person entitled by transmission

Where a person is entitled by transmission to a share, any notice or other communication shall be given to him, as if he were the holder of that share and his address noted in the register were his registered address. In any other case, any notice or other communication given to any member pursuant to these articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to have been properly given in respect of any share registered in the name of that member as sole or joint holder.

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UNTRACED MEMBERS

132. Sale of shares of untraced members

(1) The Company may sell, in such manner as the board may decide and at the best price it considers to be reasonably obtainable at that time, any share of a member, or any share to which a person is entitled by transmission if:

(a) during a period of twelve years at least three cash dividends have become payable in respect of the share to be sold and have been sent by the Company in accordance with these articles;

(b) during that period of twelve years no cash dividend payable in respect of the share has been claimed, no cheque, warrant, order or other payment for a dividend has been cashed, no dividend sent by means of a funds transfer system has been paid and no communication has been received by the Company from the member or the person entitled by transmission to the share;

(c) on or after the expiry of that period of twelve years the Company has published advertisements both in a national newspaper and in a newspaper circulating in the area in which the last known address of the member or person entitled by transmission to the share or the address at which notices may be given in accordance with these articles is located, in each case giving notice of its intention to sell the share; and

(d) during the period of three months following the publication of those advertisements and after that period until the exercise of the power to sell the share, the Company has not received any communication from the member or the person entitled by transmission to the share.

(2) The Company’s power of sale shall extend to any further share which, on or before the date of publication of the first of any advertisement pursuant to subparagraph (1)(c) above, is issued in right of a share to which paragraph (1) applies (or in right of any share to which this paragraph applies) if the conditions set out in subparagraphs (1)(b) to (d) are satisfied in relation to the further share (but as if the references to a period of twelve years were references to a period beginning on the date of allotment of the further share and ending on the date of publication of the first of the advertisements referred to above).

(3) To give effect to any sale, the board may authorise some person to transfer the share to, or as directed by, the purchaser, who shall not be bound to see to the application of the purchase money; nor shall the title of the new holder to the share be affected by any irregularity in, or invalidity of, the proceedings relating to the sale.

133. Application of proceeds of sale

(1) The Company shall account to the person entitled to the share at the date of sale for a sum equal to the net proceeds of sale and shall be deemed to be his debtor, and not a trustee for him, in respect of them.

(2) Pending payment of the net proceeds of sale to such person, the proceeds may either be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company, if any) as the board may from time to time decide.

(3) No interest shall be payable in respect of the net proceeds and the Company shall not be required to account for any moneys earned on the net proceeds.

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DESTRUCTION OF DOCUMENTS

134. Destruction of documents

(1) The board may authorise or arrange the destruction of documents held by the Company as follows:

(a) at any time after the expiration of six years from the date of registration, all instruments of transfer of shares and all other documents transferring or purporting to transfer shares or representing or purporting to represent the right to be registered as the holder of shares on the faith of which entries have been made in the register;

(b) at any time after the expiration of one year from the date of cancellation, all registered share certificates which have been cancelled;

(c) at any time after the expiration of two years from the date of recording them, all dividend mandates and notifications of change of address; and

(d) at any time after the expiration of one year from the date of actual payment, all paid dividend warrants and cheques.

(2) It shall conclusively be presumed in favour of the Company that:

(a) every entry in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made;

(b) every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;

(c) every share certificate so destroyed was a valid certificate duly and properly cancelled;

(d) every other document mentioned in paragraph (1) above so destroyed was a valid and effective document in accordance with the particulars of it recorded in the books and records of the Company; and

(e) every paid dividend warrant and cheque so destroyed was duly paid.

(3) The provisions of paragraph (2) above shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties to it) to which the document might be relevant.

(4) Nothing in this article shall be construed as imposing on the Company or the board any liability in respect of the destruction of any document earlier than as stated in paragraph (1) above or in any other circumstances in which liability would not attach to the Company or the board in the absence of this article.

(5) References in this article to the destruction of any document include references to its disposal in any manner.

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WINDING UP

135. Powers to distribute in specie

If the Company is in liquidation, the liquidator may, with the authority of an extraordinary resolution of the Company and any other authority required by the Statutes:

(a) divide among the members in specie the whole or any part of the assets of the Company and, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members; or

(b) vest the whole or any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like sanction, shall think fit but no member shall be compelled to accept any assets upon which there is any liability.

INDEMNITY

136. Indemnity of officers

Subject to the Statutes, every director or other officer (excluding an auditor) of the Company shall be indemnified out of the assets of the Company against all liabilities incurred by him in the actual or purported execution or discharge of his duties or the exercise or purported exercise of his powers or otherwise in relation to or in connection with his duties, powers or office but:

(a) this indemnity shall not apply to any liability to the extent that it is recovered from any other person; and

(b) the indemnity is subject to such officer taking all reasonable steps to effect such recovery, to the intent that the indemnity shall not apply where an alternative right of recovery is available and capable of being enforced.

137. Scheme of Arrangement

(A) For the purpose of this Article 137, references to the Scheme are to the Scheme of Arrangement between the Company and the Scheme Share Owners dated 31 August 2005 under Section 425 of the Act in its original form or with or subject to any modification, addition or condition approved or imposed by the Court. Terms defined in the Scheme shall have the same meanings in this Article.

(B) Notwithstanding any other provisions of these Articles, if any WPP Shares are allotted and issued to any person (a new member) other than New WPP and/or its nominee or nominees or on conversion of 2.00 per cent. Convertible Bonds due 2007 after the time at which this Article becomes effective they will:

(i) if allotment and issue is prior to the confirmation by the Court of the reduction of capital provided for under the Scheme, be allotted and issued subject to the terms of the Scheme and shall be Scheme Shares for the purposes thereof and the new member, and any subsequent holder other than New WPP and/or its nominee or nominees, shall be bound by the terms of the Scheme; and

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(ii) if allotment and issue is after the Scheme has become effective, be immediately transferred to New WPP and/or its nominee or nominees in consideration of and conditional on the issue or transfer to the new member of one New WPP Share for each WPP Share so transferred. Any New WPP Shares issued pursuant to this Article 137(B)(ii) to the new member will be credited as fully paid and will rank equally in all respects with all New WPP Shares in issue at the time and be subject to the Articles of Association of New WPP.

(C) The number of New WPP Shares to be issued or transferred to the new member under this Article 137 may be adjusted by the directors of the Company in such manner as the Company’s auditors may determine on any reorganisation of or material alteration of the share capital of either the Company or of New WPP or any other return of value to holders of New WPP Shares effected after the Effective Date, provided always that any fractions of a New WPP Share shall be disregarded and shall be aggregated and sold for the benefit of New WPP.

(D) In order to give effect to any such transfer required by this Article 137, the Company may appoint any person to execute and deliver a form of transfer on behalf of the new member in favour of New WPP and/or its nominee or nominees and to agree for and on behalf of the new member to become a member of New WPP. Pending the registration of New WPP as a holder of any share to be transferred pursuant to this Article 137, New WPP shall be empowered to appoint a person nominated by the directors of the Company to act as attorney on behalf of any holder of such share in accordance with such directions as New WPP may give in relation to any dealings with or disposal of such share (or any interest therein), exercising any rights attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof and any holder of such share shall exercise all rights attached thereto in accordance with the directions of New WPP but not otherwise.

SHARES ISSUED ON CONVERSION OF CONVERTIBLE BONDS

138. Exercise of Share Exchange Calls

(1) By exercising a Conversion Right in respect of a Bond, a Bondholder (or, in the case of the exercise of Conversion Rights by the Trustee pursuant to Condition 6(j) of the Bonds, the Trustee) will be deemed, subject to and in accordance with these Articles, to have made a Share Exchange Call in respect of the ordinary shares arising on the exercise of such Conversion Right. If a Conversion Right is exercised in relation to a Bond:

(a) the Directors shall issue ordinary shares as of the relevant Conversion Date (i) in the name of the Bondholder completing the relevant Conversion Notice or of his nominee, in the case of the exercise of a Conversion Right by a Bondholder, or (ii) in the name of the Trustee or as the Trustee may direct, in the case of the exercise of a Conversion Right by the Trustee, and

(b) the Company will procure that the ordinary shares arising from the exercise of a Conversion Right are within 5 London business days following issue of such ordinary shares to the Bondholder or his nominee (or to the Trustee or as the Trustee directs, as the case may be) and registration of such ordinary shares in the name of the relevant person, exchanged in accordance with these Articles for New WPP Shares as of the relevant Conversion Date, without any further action being required to be taken by any Bondholder or the Trustee.

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(2) The number of New WPP Shares which the Company is required to procure are issued on a Share Exchange Call being deemed made pursuant to Article 138(1) above shall be determined by dividing the principal amount of the relevant Bond (being the face value of £1000) which is subject to the Conversion Right by the New WPP exchange price (the New WPP Exchange Price) in effect on the relevant Conversion Date. The initial New WPP Exchange Price is:

(a) £10.65 per New WPP Share for a period of 60 calendar days from the later of (i) the date on which the scheme of arrangement of the Company set out in the Circular to the Company’s shareholders dated 31 August 2005 (the Scheme) has become or has been declared unconditional in all respects and the Company has become aware that the right to cast more than 50% of the votes which may ordinarily be cast at a general meeting of the Company has or will have become unconditionally vested in the offeror or an associate and (ii) the date on which the Scheme becoming effective was announced to Bondholders in accordance with the Trust Deed; and

(b) thereafter £10.75 per New WPP Share,

and the New WPP Exchange Price is subject to adjustment as set out in Article 139 below.

(3) Fractions of New WPP Shares will not be issued on a Share Exchange Call and no cash payment will be made in lieu thereof. However, if the Conversion Right in respect of more than one Bond is exercised at any one time such that ordinary shares to be issued on conversion are to be registered in the same name, the aggregate number of such ordinary shares to be issued in respect thereof shall be treated as being subject to one Share Exchange Call and the number of New WPP Shares to be issued in respect thereof shall be calculated on the basis of the aggregate principal amount of such Bonds being so converted. Where the Trustee shall have exercised its rights pursuant to Condition 6(j) of the Bonds, all ordinary shares to be issued shall, for the purpose of the immediately preceding sentence, be deemed to be held by one person.

(4) The Company shall procure that New WPP Shares to be issued pursuant to this Article 138 will be issued in the name of the holder of the relevant ordinary shares or his nominee or, where ordinary shares are to be issued to the Trustee pursuant to Condition 6(j) that New WPP Shares will be issued to the Trustee or, on behalf of the relevant Bondholders, any person nominated by it. Such New WPP Shares will be deemed to be issued as of the relevant Conversion Date.

139. Adjustment of the New WPP Exchange Price

(1) Upon the happening of any of the events described below, the New WPP Exchange Price shall be adjusted as follows:

(a) If and whenever there shall be an alteration to the nominal value of the New WPP Shares as a result of consolidation or subdivision, the New WPP Exchange Price shall be adjusted by multiplying the New WPP Exchange Price in force immediately prior to such alteration by the following fraction:

A

B

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where:

A is the nominal amount of one New WPP Share immediately after such alteration; and

B is the nominal amount of one New WPP Share immediately before such alteration.

Such adjustment shall become effective on the date the alteration takes effect.

(b) If and whenever New WPP shall issue any New WPP Shares credited as fully paid to the holders of New WPP Shares (the New WPP Shareholders) by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) other than any such New WPP Shares issued instead of the whole or part of a cash dividend which the New WPP Shareholders concerned would or could otherwise have received, the New WPP Exchange Price shall be adjusted by multiplying the New WPP Exchange Price in force immediately prior to such issue by the following fraction:

A

B

where:

A is the aggregate nominal amount of the issued New WPP Shares immediately before such issue; and

B is the aggregate nominal amount of the issued New WPP Shares immediately after such issue.

Such adjustment shall become effective on the date of issue of such New WPP Shares.

(c) If and whenever New WPP shall pay or make any Capital Distribution to the New WPP Shareholders, the New WPP Exchange Price shall be adjusted by multiplying the New WPP Exchange Price in force immediately prior to such Capital Distribution by the following fraction:

A – B

    A   

where:

A is the Current Market Price of one New WPP Share on the dealing day immediately preceding the date on which the New WPP Shares are traded on the London Stock Exchange ex- the relevant Capital Distribution; and

B is the portion of the Fair Market Value (as determined as at the date of announcement of the relevant Dividend) of the Capital Distribution attributable to one New WPP Share.

Such adjustment shall become effective on the date on which such Capital Distribution is made.

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(d) If and whenever New WPP shall issue New WPP Shares to New WPP Shareholders as a class by way of rights, or issue or grant to New WPP Shareholders as a class by way of rights, options, warrants or other rights to subscribe for or purchase any New WPP Shares, in each case at a price per New WPP Share which is less than 95 per cent. of the Current Market Price per New WPP Share on the dealing day immediately preceding the date of the first public announcement of the terms of the issue or grant of such New WPP Shares, options, warrants or other rights, the New WPP Exchange Price shall be adjusted by multiplying the New WPP Exchange Price in force immediately prior to such issue or grant by the following fraction:

A + B

A + C

where:

A is the number of New WPP Shares in issue immediately before such announcement;

B is the number of New WPP Shares which the aggregate amount (if any) payable for the New WPP Shares issued by way of rights, or for the options or warrants or other rights issued by way of rights and for the total number of New WPP Shares comprised therein would purchase at such Current Market Price per New WPP Share; and

C is the number of New WPP Shares issued or, as the case may be, comprised in the grant.

Such adjustment shall become effective on the first date on which the New WPP Shares are traded ex-rights, ex-options or ex-warrants on the London Stock Exchange.

(e) If and whenever New WPP shall issue any securities (other than New WPP Shares or options, warrants or other rights to subscribe for or purchase any New WPP Shares) to New WPP Shareholders as a class by way of rights or grant to New WPP Shareholders as a class by way of rights any options, warrants or other rights to subscribe for or purchase any securities (other than New WPP Shares or options, warrants or other rights to subscribe for or purchase New WPP Shares), the New WPP Exchange Price shall be adjusted by multiplying the New WPP Exchange Price in force immediately prior to such issue or grant by the following fraction:

A – B

    A   

where:

A is the Current Market Price of one New WPP Share on the dealing day immediately preceding the first date on which the terms of such issue or grant are publicly announced; and

B is the Fair Market Value on the date of such announcement of the portion of the rights attributable to one New WPP Share.

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Such adjustment shall become effective on the first date on which the New WPP Shares are traded ex-rights, ex-options or ex-warrants on the London Stock Exchange.

(f) If and whenever New WPP shall issue (otherwise than as mentioned in Article 139(l)(d) above) wholly for cash any New WPP Shares (other than New WPP Shares issued on the exercise of any rights of conversion into, or exchange or subscription for, New WPP Shares), or grant (otherwise than as mentioned in Article 139(l)(d) above) wholly for cash or for no consideration any options, warrants or other rights to subscribe for or purchase any New WPP Shares, in each case at a price per New WPP Share which is less than 95 per cent. of the Current Market Price per New WPP Share on the dealing day immediately preceding the date of the first public announcement of the terms of such issue or grant, the New WPP Exchange Price shall be adjusted by multiplying the New WPP Exchange Price in force immediately prior to such issue by the following fraction:

A + B

A + C

where:

A is the number of New WPP Shares in issue immediately before the issue of such additional New WPP Shares or the grant of such options, warrants or rights;

B is the number of New WPP Shares which the aggregate consideration (if any) receivable for the issue of such additional New WPP Shares or, as the case may be, for the New WPP Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per New WPP Share; and

C is the maximum number of New WPP Shares to be issued pursuant to such issue of such additional New WPP Shares or upon exercise of such options, warrants or rights.

Such adjustment shall become effective on the date of issue of such additional New WPP Shares or, as the case may be, the grant of such options, warrants or rights.

(g) If and whenever New WPP or any Subsidiary or (at the direction or request of or pursuant to any arrangements with New WPP or any Subsidiary) any other company, person or entity (otherwise than as mentioned in Articles 139(l)(d), (e) or (f) above) shall issue wholly for cash or for no consideration any securities (other than the Bonds, which term shall for this purpose include any Optional Bonds but shall exclude any further bonds issued pursuant to Condition 18 of the Bonds and consolidated and forming a single series with the Bonds) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, New WPP Shares issued or to be issued by New WPP (or shall grant any such rights (directly or indirectly) in respect of existing securities so issued) or securities which by their terms might be redesignated as New WPP Shares, and the consideration per New WPP Share receivable upon conversion, exchange, subscription or redesignation is less than 95 per cent. of the Current Market Price per New WPP Share on the dealing day last preceding the date of the first public announcement of the terms of issue of such securities (or the terms of such grant), the

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New WPP Exchange Price shall be adjusted by multiplying the New WPP Exchange Price in force immediately prior to such issue (or grant) by the following fraction:

A + B

A + C

where:

A is the number of New WPP Shares in issue immediately before such issue or grant (but where the relevant securities carry rights (directly or indirectly) of conversion into or rights of exchange or subscription for New WPP Shares which have been issued by New WPP for the purposes of or in connection with such issue, less the number of such New WPP Shares so issued);

B is the number of New WPP Shares which the aggregate consideration (if any) receivable for the New WPP Shares to be issued or otherwise made available (directly or indirectly) upon conversion or exchange or upon exercise of the right of subscription attached (directly or indirectly) to such securities or, as the case may be, for the New WPP Shares to be issued or to arise from any such redesignation would purchase at such Current Market Price per New WPP Share; and

C is the maximum number of New WPP Shares to be issued or otherwise made available (directly or indirectly) upon conversion or exchange of such securities or upon the exercise of such right of subscription attached thereto at the initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of New WPP Shares to be issued or to arise from any such redesignation,

provided that if at the time of issue of the relevant securities or date of grant of such rights (the Specified Date) such number of New WPP Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription are exercised or, as the case may be, such securities are redesignated or at such other time as may be provided) then for the purposes of this Article 139(l)(g), “C”shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition or, as the case may be redesignation had taken place on the Specified Date.

Such adjustment shall become effective on the date of issue or grant of such securities.

(h) If and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching to any such securities (other than the Bonds and any further bonds issued pursuant to Condition 18 of the Bonds and consolidated and forming a single series therewith) as are mentioned in Article 139(l)(g) (other than in accordance with the terms (including terms as to adjustment) applicable to such securities) so that following such modification the consideration per New WPP Share receivable has been reduced and is less than 95 per cent. of the Current Market Price

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per New WPP Share on the dealing day last preceding the date of the first public announcement of the proposals for such modification, the New WPP Exchange Price shall be adjusted by multiplying the New WPP Exchange Price in force immediately prior to such modification by the following fraction:

A + B

A + C

where:

A is the number of New WPP Shares in issue immediately before such modification (but where the relevant securities carry (directly or indirectly) rights of conversion into or rights of exchange or subscription for New WPP Shares which have been issued by New WPP for the purposes of or in connection with such issue, less the number of such New WPP Shares so issued);

B is the number of New WPP Shares which the aggregate consideration (if any) receivable for the New WPP Shares to be issued or otherwise made available (directly or indirectly) upon conversion or exchange or upon exercise of the right of subscription attached (directly or indirectly) to the securities so modified would purchase at such Current Market Price per New WPP Share or, if lower, the existing conversion, exchange or subscription price of such securities; and

C is the maximum number of New WPP Shares to be issued or otherwise made available (directly or indirectly) upon conversion or exchange of such securities or upon the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate but giving credit in such manner as an investment bank or bank of international repute in London, selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed) shall, acting as an expert, consider appropriate for any previous adjustment under this Article 139(1)(h) or Article 139(l)(g) above,

provided that if at the time of such modification (the Specified Date) such number of New WPP Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription are exercised or at such other time as may be provided) then for the purposes of this Article 139(l)(h), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange or subscription had taken place on the Specified Date.

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such securities.

(i) If and whenever New WPP or any Subsidiary or (at the direction or request of or pursuant to any arrangements with New WPP or any Subsidiary) any other company, person or entity shall offer any securities in connection with which offer New WPP Shareholders as a class are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Conversion Price falls to be

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adjusted under Article 139(l)(d) above (or would fall to be so adjusted if the relevant issue or grant was at less than 95 per cent. of the Current Market Price per New WPP Share on the relevant dealing day) or under Article 139(l)(e) above) the New WPP Exchange Price shall be adjusted by multiplying the New WPP Exchange Price in force immediately before the making of such offer by the following fraction:

A – B

    A    

where:

A is the Current Market Price of one New WPP Share on the dealing day immediately preceding the date on which the terms of such offer are publicly announced; and

B is the Fair Market Value on the date of such announcement of the portion of the relevant offer attributable to one New WPP Share.

Such adjustment shall become effective on the first date on which the New WPP Shares are traded ex-rights on the London Stock Exchange.

(j) If an offer is made to all (or as nearly as may be practicable all) New WPP Shareholders (or all (or as nearly as may be practicable all) such New WPP Shareholders other than the offeror and/or any associate of the offeror (as defined in Section 430E(4) of the Companies Act 1985 or any modification or re-enactment thereof)) to acquire all or a majority of the issued ordinary share capital of New WPP, or if any person proposes a scheme with regard to such acquisition and (such offer or scheme having become or been declared unconditional in all respects) New WPP becomes aware that the right to cast more than 50% of the votes which may ordinarily be cast on a poll at a general meeting of New WPP has or will become unconditionally vested in the offeror and/or such associate as aforesaid (a Relevant Event), the New WPP Exchange Price shall be adjusted as set out below (but in each case adjusted, if appropriate, proportionately on each adjustment to the New WPP Exchange Price under the provisions of this Article 139(1) above and below), provided that any adjustment to the New WPP Exchange Price pursuant to this Article 139(1)(j) shall only apply to Share Exchange Calls in respect of Bonds in respect of which Conversion Rights are duly exercised and the Conversion Date falls within 60 calendar days following the occurrence of the Relevant Event giving rise to the adjustment, or, if later, 60 calendar days following the date on which notice of such Relevant Event is given or procured to be given to Bondholders by or on behalf of New WPP or the Company:

Conversion Date	Amount (pence)
On or before 11 April 2006	1065
Thereafter and until the Final Maturity Date	1070

(k) If the Company (after consultation with the Trustee) determines that an adjustment should be made to the New WPP Exchange Price as a result of one or more events or circumstances not referred to above in this Article 139 (even if the relevant event or circumstance is specifically excluded from the operation of Articles 139(l)(a) to (j)

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above), the Company shall, at its own expense and acting reasonably, request an investment bank or bank of international repute in London, selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed), acting as experts, to determine as soon as practicable what adjustment (if any) to the New WPP Exchange Price is fair and reasonable to take account thereof and the date on which such adjustment should take effect and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that an adjustment shall only be made pursuant to this Article 139(l)(k) if such investment bank or bank are so requested to make such a determination not more than 21 days after the date on which the relevant event or circumstance arises;

(I) If on or after the Amendment Date, an adjustment to the Conversion Price (as defined in the Trust Deed) takes effect as a result of an issue, distribution, grant or offer relating to the Company which has a record date prior to the Amendment Date but which has not been taken into account in the initial New WPP Exchange Price in Article 138(2) (either in Article 138(2)(a) or in the amount set out in Article 138(2)(b)), then the Company shall, at its own expense and acting reasonably, request an investment bank or bank of international repute in London, selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed), acting as experts, to determine as soon as practicable what adjustment (if any) to the New WPP Exchange Price is fair and reasonable to take account thereof. Such investment bank shall act on the following basis:

(i) the amount set out in Article 138(2)(b) is intended to be equal to the Conversion Price (as defined in the Trust Deed) immediately prior to the Amendment Date; and

(ii) the New WPP Exchange Price as adjusted pursuant to this Article 139(1)(1) should be equal to the Conversion Price (as defined in the Trust Deed) as if the relevant adjustment referred to above had in fact been made and become effective immediately after the relevant record date (subject to such other adjustments as may be relevant pursuant to this Article 139(1)).

If the Conversion Date in respect of any Bond shall be after the record date for such issue, distribution, grant, or offer referred to in this Article 139(1)(1) but before such adjustment to the Conversion Price is reflected in the Conversion Price or the New WPP Exchange Price then the Company shall (conditional upon the Conversion Price or the New WPP Exchange Price being adjusted pursuant to this Article 139(1)(1) (if at all)) procure that there shall be issued to the converting Bondholder, in accordance with instructions contained in the relevant Conversion Notice or, as the case may be, to the Trustee or as directed by the Trustee (in each case subject to any applicable exchange control or other laws or other regulations), such additional number of New WPP Shares (if any) as together with New WPP Shares issued to that Bondholder (A) pursuant to the Scheme in respect of the ordinary shares of the Company issued on conversion of such Bond(s) or (B) on a Share Exchange Call, is equal to the number of New WPP Shares which would have been required to be issued to that Bondholder pursuant to the Scheme or on a Share Exchange Call made after the Amendment Date (even if not so made and as if the Conversion Date had fallen after such Amendment Date but prior to the relevant adjustment) if the relevant adjustment to the Conversion Price or the New WPP Exchange Price had in fact been

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made and become effective immediately after the record date. Such additional New WPP Shares will be allotted within one month after the relevant Conversion Date or, if later, within one month after the date of issue of New WPP Shares and (if the New WPP Shares are in certificated form) will be despatched by mail free of charge (but uninsured and at the risk of the person entitled thereto) within such period of one month.

(2) Notwithstanding the foregoing provisions, where the circumstances giving rise to any adjustment pursuant to this Article 139 have already resulted or will result in an adjustment to the New WPP Exchange Price or where the circumstances giving rise to any adjustment arise by virtue of any other circumstances which have already given or will give rise to an adjustment to the New WPP Exchange Price or where more than one event which gives rise to an adjustment to the Exchange New WPP Exchange Price occurs within such a short period of time that, in the opinion of the Company, a modification to the operation of the adjustment provisions is required to give the intended result, such modification shall be made to the operation of the adjustment provisions as may be advised by an investment bank or bank of international repute selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed) to be in its opinion appropriate to give the intended result and provided further that, for the avoidance of doubt, the issue of New WPP Shares pursuant to the exercise of Share Exchange Calls shall not result in an adjustment to the New WPP Exchange Price.

(3) For the purpose of any calculation of the consideration receivable pursuant to Articles 139(l)(f), (g) and (h), the following provisions shall apply:

(a) the aggregate consideration receivable for New WPP Shares issued for cash shall be the amount of such cash provided that in no case shall any deduction be made for any commission, fees or any expenses paid or incurred by New WPP for any underwriting of the New WPP or otherwise in connection therewith;

(b) (i) the aggregate consideration receivable for New WPP Shares to be issued or otherwise made available upon the conversion or exchange of any securities shall be deemed to be the consideration received or receivable for any such securities and (ii) the aggregate consideration receivable for New WPP Shares to be issued or otherwise made available upon the exercise of rights of subscription attached to any securities or upon the exercise of any options, warrants or rights shall be deemed to be that part (which may be the whole) of the consideration received or receivable for such securities or, as the case may be, for such options, warrants or rights which is attributed by New WPP to such rights of subscription or, as the case may be, such options, warrants or rights or, if no part of such consideration is so attributed or the Trustee so requires by notice in writing to the Company, the Fair Market Value of such rights of subscription or, as the case may be, such options, warrants or rights as at the date of the first public announcement of the terms of issue of such securities or, as the case may be, such options, warrants or rights, plus in the case of each of (i) and (ii) above, the additional minimum consideration (if any) upon the conversion or exchange of such securities, or upon the exercise of such rights of subscription attached thereto or, as the case may be, upon exercise of such options, warrants or rights (the consideration in all such cases to be determined subject to the proviso in (a) above) and (iii) the consideration per New WPP Share receivable upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such securities or, as the case may be, upon the exercise of such options, warrants or rights shall be the aggregate consideration referred to in (i) or (ii) above

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(as the case may be) converted into pounds sterling if such consideration is expressed in a currency other than pounds sterling at such rate of exchange as may be determined in good faith by an investment bank or bank of international repute selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed) to be the spot rate ruling at the close of business on the date of the first public announcement of the terms of issue of such securities, divided by the number of New WPP Shares to be issued upon such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate.

140. General Provisions

(1) Any ordinary share in respect of which a Share Exchange Call has been exercised shall immediately upon allotment of the same be transferred to New WPP or its nominee in exchange for the issue to the relevant holder of such number of fully paid New WPP Shares to which such holder is entitled upon exercise of the Share Exchange Call pursuant to Article 138. Any such transfer shall be effected by the Company (or a person appointed for this purpose by the Company) as agent for the relevant holder and the Company (or any such person appointed by the Company) shall be and is hereby authorised by such holder to execute all documents and do all things as may be necessary properly to effect the same, without any cost or liability to, or any further action required by, the holder. Transfers of ordinary shares upon exercise of a Share Exchange Call shall be effected by any instrument of transfer in common or usual form or such other form as may be approved by the board. The transferor shall be deemed to remain the holder of the relevant ordinary share until the name of the transferee is entered in the register in respect of it. All instruments of transfer, when registered, may be retained by the Company.

(2) If the Conversion Date in relation to any Bond shall be after the record date for any such issue, distribution, grant or offer (as the case may be) as is mentioned in Article 139(l)(b) to (e) and (i), or any such issue as is mentioned in Article 139(1)(f) and (g) which is made to the New WPP Shareholders or any of them, but before the relevant adjustment becomes effective under Article 139, the Company shall (conditional upon the relevant adjustment becoming effective (if at all)) procure that there shall be issued to the converting Bondholder, in accordance with the instructions contained in the Conversion Notice or, as the case may be, to the Trustee or as directed by the Trustee (in each case subject to any applicable exchange control or other laws or other regulations), such additional number of New WPP Shares (if any) as, together with New WPP Shares issued on a Share Exchange Call, is equal to the number of New WPP Shares which would have been required to be issued on a Share Exchange Call being deemed made if the relevant adjustment to the New WPP Exchange Price had in fact been made and become effective immediately after the relevant record date. Such additional New WPP Shares will be allotted within one month after the relevant Conversion Date or, if later, within one month after the date of issue of New WPP Shares and (if the New WPP Shares are in certificated form) will be despatched by mail free of charge (but uninsured and at the risk of the person entitled thereto) within such period of one month.

(3) If any doubt shall arise as to the appropriate adjustment to the New WPP Exchange Price, and following consultation between the Company and an investment bank or a bank of international repute selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed), a written opinion of such investment bank or bank in respect of such adjustment to the New WPP Exchange Price shall be conclusive and binding on all concerned, save in the case of manifest or proven error.

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(4) The New WPP Exchange Price may not be adjusted so that on exercise of a Share Exchange Call New WPP Shares would fall to be issued at a discount to their nominal or par value.

(5) No adjustment will be made to the New WPP Exchange Price (including, without limitation, pursuant to Article 139(l)(g) or (h)) where New WPP Shares or other securities (including rights, warrants and options) are issued, offered, exercised, allotted, appropriated, modified or granted to, or for the benefit of, employees or former employees (including directors holding or formerly holding executive office or the personal service company of any such person) of New WPP or any of its Subsidiaries or any associated company or to trustees to be held for the benefit of any such person, in any such case pursuant to any employees’ share scheme (as defined in Section 743 of the Act).

(6) On any adjustment, the resultant New WPP Exchange Price, if not an integral multiple of 0.01, shall be rounded down to the nearest whole multiple of 0.01. No adjustment shall be made to the New WPP Exchange Price where such adjustment (rounded down if applicable) would be less than one per cent. of the New WPP Exchange Price then in effect. Any adjustment not required to be made and/or any amount by which the New WPP Exchange Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time. In addition, the amount of any adjustments to the Conversion Price (as defined in the Trust Deed) carried forward and/or any amount by which the Conversion Price (as so defined) has been rounded down as at the Amendment Date pursuant to the equivalent term of the Trust Deed to this Article 140(6) shall be taken into account in any subsequent adjustment of the New WPP Exchange Price, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time. Notice of any adjustments shall be given to Bondholders in accordance with Condition 17 of the Bonds as soon as practicable after the determination thereof.

(7) If the Company fails to select an independent investment bank or a bank of international repute when required for the purposes of Articles 138 to 141 and such failure continues for a reasonable period (as determined by the Trustee), the Trustee shall be entitled to select such bank.

(8) The New WPP Shares will not be available pursuant to a Share Exchange Call:

(a) to, or to a nominee or agent for, Euroclear, Clearstream, Luxembourg, First Chicago Clearing Center or any other person providing a clearance service within the meaning of Section 96 of the Finance Act 1986 of the United Kingdom; or

(b) to a person, or nominee or agent for a person, whose business is or includes issuing depositary receipts within the meaning of Section 93 of the Finance Act 1986 of the United Kingdom, in each case at any time prior to the “abolition day” as defined in Section 11l(1) of the Finance Act 1990 of the United Kingdom.

(9) The Company shall procure that New WPP Shares to be issued on exercise of a Share Exchange Call will be issued in uncertificated form through the dematerialised securities trading system generated by CRESTCo Limited, known as CREST, unless the relevant Bondholder, or, as the case may be, the Trustee elects to receive the New WPP Shares in certificated registered form or, at the time of issue, the New WPP Shares are not a participating security in CREST. Where New WPP Shares are to be issued through CREST, the Company shall procure that they will be delivered to the account specified by the relevant

67

Bondholder in the relevant Conversion Notice or, as the case may be, as specified by the Trustee by the date which is generally expected to be not later than seven London business days following the relevant Conversion Date. Where New WPP Shares are to be issued in certificated form, a certificate in respect thereof will be dispatched by mail free of charge (but uninsured and at the risk of the person entitled thereto) to the relevant Bondholder or as it may direct in the relevant Conversion Notice, or, in the case of the exercise of Conversion Rights by the Trustee, as directed by the Trustee within 28 days following the relevant Conversion Date.

(10) The Company shall procure that the New WPP Shares issued pursuant to Article 138(2) will be fully paid and non-assessable and will in all respects rank pari passu with the New WPP Shares in issue on the relevant Conversion Date (except for any right excluded by mandatory provisions of applicable law), except that the New WPP Shares so issued will not rank for any rights, distributions or payments the record or other due date for the establishment of entitlement to which falls prior to the relevant Conversion Date.

141. Definitions

(1) For the purposes of Articles 138 to 141, the following definitions shall apply:

(a) Amendment Date means the date on which these Articles were first amended to include Articles 138 to 141.

(b) Bonds means the £450,000,000 2.00 per cent. ConvertibIe Bonds due 2007 of the Company.

(c) Bondholder means the bearer of a Bond.

(d) Business day means, with respect to any place, a day (other than a Saturday or Sunday) on which commercial banks are open for business in such place;

(e) Capital Distribution means (i) any Dividend which is expressed by New WPP or declared by the board of directors of New WPP to be a capital distribution, extraordinary dividend, extraordinary distribution, special dividend, special distribution or return of value to shareholders of New WPP or any analogous or similar term, in which case the Capital Distribution shall be the Fair Market Value of such Dividend or (ii) the portion determined as set out below of any Dividend charged or provided for in the accounts of New WPP for any financial period, if the Fair Market Value of the proposed Dividend per New WPP Share, together with the Fair Market Value per New WPP Share of any other Dividend on the New WPP Shares charged or provided for in the accounts for such financial period (disregarding for such purpose any amount previously determined to be a Capital Distribution in respect of that financial period) exceeds the amount shown below in respect of such financial period (with the Fair Market Value of each such Dividend being determined in each case as at the date of announcement of the relevant Dividend):

In respect of the financial year ending	Amount(pence)
31 December 2005	17.58
31 December 2006	22.85

68

in which case the amount of such Capital Distribution shall be the amount of such excess.

In making any such calculation:

(i) such adjustments (if any) shall be made as an investment bank or bank of international repute selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed) may consider appropriate to reflect any consolidation or subdivision of any New WPP Shares or the issue of New WPP Shares by way of capitalisation of profits or reserves, or any like or similar event or any ancillary matter pertaining thereto; and

(ii) any Trust Deed Dividend of the Company charged or provided for in the accounts of the Company for the financial year ending 31 December 2005 and declared and paid by reference to a record date falling before the Amendment Date (but for the avoidance of doubt not any Trust Deed Dividend with a record date falling after the Amendment Date) shall be deemed to be a Dividend charged or provided for in the accounts of New WPP in that financial year and references in sub-paragraph (i) above of the first paragraph of this definition to a “Dividend”, a “Capital Distribution”, “New WPP”, “per New WPP Share” and “New WPP Shares” shall be construed, respectively, to include references to a “Trust Deed Dividend”, a “Trust Deed Capital Distribution”, “the Company”, “per ordinary share of the Company” and “ordinary shares of the Company” as appropriate to give effect to this definition as though Trust Deed Dividends charged or provided for in the accounts of the Company for the financial year to 31 December 2005 and paid or declared by reference to a record date falling prior to the Amendment Date (but for the avoidance of doubt not any Trust Deed Dividend with a record date falling after the Amendment Date) were Dividends charged or provided for in the accounts of New WPP for that financial year.

(f) Conditions means the terms and conditions set out in Schedule 1 to the Trust Deed, as modified from time to time in accordance with the provisions thereof and/or of the Trust Deed.

(g) Conversion Date means the date of conversion of a Bond pursuant to Condition 6(i) of the Bonds.

(h) Conversion Notice means a duly completed and signed notice of exercise of a Conversion Right delivered in accordance with Condition 6(i) of the Bonds.

(i) Conversion Right means the right of a holder of each Bond to convert such Bond into ordinary shares, credited as fully paid pursuant to Condition 6(a) of the Bonds.

(j) Current Market Price means, in respect of a New WPP Share at a particular date, the average of the bid and offer quotations published in the London Stock Exchange’s Daily Official List for one New WPP Share for the five consecutive dealing days ending on the dealing day immediately preceding such date; provided that if in respect of a New WPP Share and a particular date the New WPP Shares had not been admitted to the Official List for each of the five consecutive dealing days ending on the dealing day immediately preceding such date then the bid and offer quotations

69

published in the London Stock Exchange’s Daily Official List for ordinary shares of the Company for the most recent dealing days prior to their delisting shall be used as required in order to produce the average over five dealing days and all references in this definition to New WPP Shares shall for such purposes be construed to include a reference to the ordinary shares of the Company except that references to “New WPP Shares to be issued” shall not be so construed; and further provided that if at any time during the said five day period the New WPP Shares shall have been quoted ex-dividend (or ex- any other entitlement) and during some other part of that period the New WPP Shares shall have been quoted cum-dividend (or cum- any other entitlement) then:

(a) if the New WPP Shares to be issued do not rank or if they were ordinary shares of the Company would not rank for the dividend (or entitlement) in question, the quotations on the dates on which the New WPP Shares shall have been quoted cum-dividend (or cum- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the amount of that dividend or other cash entitlement or, as the case may be, the Fair Market Value of any entitlement or dividend (where that is other than cash) per New WPP Share as at the date of announcement of such dividend or entitlement (excluding any associated tax credit and less the tax (if any) falling to be deducted on payment thereof to a resident of the United Kingdom); or

(b) if the New WPP Shares to be issued do rank or if they were ordinary shares of the Company would rank for the dividend in question, the quotations on the dates on which the New WPP Shares shall have been quoted ex-dividend (or ex- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof increased by such similar amount, and provided further that if the New WPP Shares on each of the said five dealing days have been quoted cum-dividend (or cum- any other entitlement) in respect of a dividend (or other entitlement) which has been declared or announced but the New WPP Shares to be issued do not rank for that dividend (or other entitlement) the quotations on each of such dates shall for the purposes of this definition be deemed to be the amount thereof reduced by an amount equal to the amount of that dividend or other cash entitlement or, as the case may be, the Fair Market Value of any entitlement or dividend (where that is other than cash) per New WPP Share as at the date of announcement of such dividend or entitlement (excluding any associated tax credit and less the tax (if any) falling to be deducted on payment thereof to a resident of the United Kingdom),

provided that if such bid and offer quotations are not available on each of the said five dealing days, then the average of such bid and offer quotations which are available in that five dealing day period shall be used (subject to a minimum of two such bid and offer quotations) and if only one or no such bid and offer quotations is available in the relevant period the average bid and offer quotations shall be determined in good faith by an investment bank of international repute selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed).

(k) Dealing day means a day on which the London Stock Exchange or any other stock exchange on which the New WPP Shares (or ordinary shares of the Company as appropriate in relation to the definition of “Current Market Price” only) are listed or traded is open for business.

70

(1) Dividend means any dividend or distribution, whether of cash, assets or other property, and whenever paid or made and however described (and for these purposes a distribution of assets includes without limitation an issue of shares or other securities credited as fully or partly paid up by way of capitalisation of profits or reserves) provided that:

(i) where a cash Dividend is announced which is to be, or may at the election of a holder or holders of New WPP Shares be, satisfied by the issue or delivery of New WPP Shares or other property or assets, then, for the purposes of the above definition, the Dividend in question shall be treated as a Dividend of (1) the cash Dividend so announced or (2) the Fair Market Value, on the date of announcement of such Dividend, of the New WPP Shares or other property or assets to be issued or delivered in satisfaction of such Dividend (or which would be issued if all holders of New WPP Shares elected therefor, regardless of whether any such election is made) if the Fair Market Value of such New WPP Shares or other property or assets is greater than the Fair Market Value of the cash Dividend so announced;

(ii) any issue of New WPP Shares falling within Article 139(l)(b) shall be disregarded; and

(iii) a purchase or redemption of share capital by New WPP shall not constitute a Dividend unless in the case of purchases of New WPP Shares by or on behalf of New WPP, the volume weighted average price per New WPP Share (before expenses) on any one day in respect of such purchases exceeds by more than 5 per cent. the closing price of the New WPP Shares on the London Stock Exchange on the immediately preceding dealing day as derived from the Daily Official List of the London Stock Exchange at the opening of business either (1) on that day, or (2) where an announcement (excluding for the avoidance of doubt for these purposes, any general authority for such purchases or redemptions approved by a general meeting of New WPP Shareholders or any notice convening such a meeting of New WPP Shareholders) has been made of the intention to purchase New WPP Shares at some future date at a specified price, on the dealing day immediately preceding the date of such announcement and, if in the case of either (1) or (2), the relevant day is not a dealing day, the immediately preceding dealing day, in which case such purchase shall be deemed to constitute a Dividend to the extent that the aggregate price paid (before expenses) in respect of such New WPP Shares purchased by New WPP exceeds 5 per cent. of the closing price of the New WPP Shares determined as aforesaid.

(m) Fair Market Value means, with respect to any property on any date, the fair market value of that property as determined in good faith by an investment bank or bank of international repute in London selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed) provided, that (i) the Fair Market Value of a cash Dividend or cash Trust Deed Dividend paid or to be paid shall be the amount of such cash Dividend or cash Trust Deed Dividend; (ii) the Fair Market Value of any other cash amount shall be the amount of such cash; (iii) where options, warrants or other rights are publicly traded in a market of

71

adequate liquidity (as determined by an investment bank or bank of international repute in London selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed)) the fair market value of such options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights during the period of five trading days on the relevant market commencing on the first such trading day such options, warrants or other rights are publicly traded, or such shorter period as such options, warrants or other rights are publicly traded; and (iv) in the case of (i) converted into sterling (if declared or paid in a currency other than sterling) at the rate of exchange used to determine the amount payable to New WPP Shareholders or, where relevant, holders of ordinary shares of the Company who were paid or are to be paid the cash Dividend or cash Trust Deed Dividend in sterling; and in the case of (ii) and (iii) converted into sterling (if expressed in a currency other than sterling) at such rate of exchange as may be determined in good faith by an investment bank or bank of international repute in London selected by the Company and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed) to be the spot rate ruling at the close of business on that date (or if no such rate is available on that date the equivalent rate on the immediately preceding date on which such a rate is available).

(n) New WPP means WPP Group plc (formerly called WPP 2005 plc) registered in England & Wales under company number 05537577.

(o) New WPP Exchange Price has the meaning given in Article 138(2).

(p) New WPP Shareholders has the meaning given in Article 139(l)(b).

(q) New WPP Shares means ordinary shares in the capital of New WPP credited as paid up in full having a nominal value at the date of these Articles of 475 pence but subject to a proposed reduction in nominal value to 10 pence each.

(r) Optional Bonds has the meaning given in the Trust Deed;

(s) Securities includes, without limitation, shares in the share capital of the Company or New WPP and options, warrants or other rights to subscribe for or purchase or acquire shares in the capital of the Company or New WPP.

(t) Share Exchange Call means the right, pursuant to and subject to these Articles, of a holder of ordinary shares issued on exercise of a Conversion Right, to exchange such ordinary shares for New WPP Shares in an amount determined in accordance with the New WPP Exchange Price.

(u) Subsidiary has the meaning given to that term in section 736 of the Act (as amended by the Companies Act 1989).

(v) Trust Deed means the trust deed dated 11 April 2002 (as amended or restated from time to time, including pursuant to the Fourth Supplemental Trust Deed dated September 2005 between the Trustee, the Company and New WPP) constituting the Bonds and entered into between the Company and the Trustee.

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(w) Trust Deed Capital Distribution has the meaning given to the term Capital Distribution in the Trust Deed and terms used in that definition and defined in the Trust Deed shall, even if also defined herein, have the meanings given to them there.

(x) Trust Deed Dividend has the meaning given to the term Dividend in the Trust Deed and terms used in that definition and defined in the Trust Deed shall, even if also defined herein, have the meanings given to them there.

(y) Trustee means Citicorp Trustee Company Limited and includes any other Trustee for the time being of the Trust Deed.

(z) Volume Weighted Average Price means, in respect of a New WPP Share on any dealing day, the order book volume-weighted average price of a New WPP Share appearing on or derived from Reuters page WPP.L (or such other source as shall be determined to be appropriate by an independent investment bank selected by the company and approved in writing by the Trustee) on such dealing day, provided that:

(i) on any such dealing day such price is not available or cannot otherwise be determined as provided above, the “volume weighted average price”, determined as provided above, on the immediately preceding dealing day on which the same can be so determined; and

(ii) if any dividend or other entitlement in respect of the New WPP Shares is announced on or prior to the relevant Conversion Date in respect of which the relevant Share Exchange Call arises in circumstances where the record date or other due date for the establishment of entitlement in respect of such dividend or other entitlement shall be on or after the relevant Conversion Date and if on such dealing day the price determined as provided above is based on a price ex-dividend or ex-any other entitlement, then such price shall be increased by an amount equal to the amount of any such dividend or other cash entitlement or, as the case may be, the Fair Market Value of any entitlement or dividend (where that is other than cash) as at the date of announcement of such entitlement or dividend per New WPP Share (excluding, in the case of a dividend in cash, any associated tax credit and less the tax (if any) falling to be deducted on payment thereof to a resident of the United Kingdom).

(2) References to any issue or offer to New WPP Shareholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer to all or substantially all New WPP Shareholders other than New WPP Shareholders to whom, by reason of the laws of any territory or requirements of any recognised regulatory body or any other stock exchange in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer.

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EX-4.1

Exhibit 4.1

WPP FINANCE (UK),

as Issuer

and

WPP PLC,

as Parent Guarantor

and

WPP AIR 1 LIMITED,

WPP 2008 LIMITED,

WPP 2005 LIMITED,

as Subsidiary Guarantors

and

WILMINGTON TRUST COMPANY,

as Trustee

INDENTURE

Dated as of [                    ], 2009

Debt Securities and Guarantees

TABLE OF CONTENTS

		Page
Parties		1
Recitals of the Issuer		1
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101.	Definitions.	1
SECTION 102.	Compliance Certificates and Opinions.	11
SECTION 103.	Form of Documents Delivered to Trustee.	12
SECTION 104.	Acts of Holders; Record Dates.	12
SECTION 105.	Notices, Etc., to Trustee, Issuer and Guarantors.	15
SECTION 106.	Notice to Holders; Waiver.	15
SECTION 107.	Conflict with Trust Indenture Act.	16
SECTION 108.	Effect of Headings and Table of Contents.	16
SECTION 109.	Successors and Assigns.	16
SECTION 110.	Separability Clause.	16
SECTION 111.	Counterparts.	16
SECTION 112.	Benefits of Indenture.	16
SECTION 113.	Governing Law.	17
SECTION 114.	Submission to Jurisdiction; Appointment of Agent for Service of Process; Waiver of Jury Trial.	17
SECTION 115.	Legal Holidays.	18
SECTION 116.	Force Majeure.	18
SECTION 117.	Waiver of Jersey Customary Law Rights.	18
ARTICLE TWO
SECURITY FORMS
SECTION 201.	Forms Generally.	18
SECTION 202.	Form of Face of Security.	19
SECTION 203.	Form of Reverse of Security.	22
SECTION 204.	Form of Trustee’s Certificate of Authentication.	33
ARTICLE THREE
THE SECURITIES
SECTION 301.	Amount Unlimited; Issuable in Series.	33
SECTION 302.	Denominations.	36
SECTION 303.	Execution, Authentication, Delivery and Dating.	36
SECTION 304.	Temporary Securities.	38

ii

SECTION 305.	Registration, Registration of Transfer and Exchange.	38
SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities.	41
SECTION 307.	Payment of Interest; Interest Rights Preserved.	42
SECTION 308.	Persons Deemed Owners.	43
SECTION 309.	Cancellation.	43
SECTION 310.	Computation of Interest.	43
SECTION 311.	CUSIP and ISIN Numbers.	44
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401.	Satisfaction and Discharge of Indenture.	44
SECTION 402.	Application of Trust Money.	45
ARTICLE FIVE
REMEDIES
SECTION 501.	Events of Default.	45
SECTION 502.	Acceleration of Maturity; Rescission and Annulment.	48
SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee.	49
SECTION 504.	Trustee May File Proofs of Claim.	49
SECTION 505.	Trustee May Enforce Claims Without Possession of Securities.	50
SECTION 506.	Application of Money Collected.	50
SECTION 507.	Limitation on Suits.	50
SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest.	51
SECTION 509.	Restoration of Rights and Remedies.	51
SECTION 510.	Rights and Remedies Cumulative.	52
SECTION 511.	Delay or Omission Not Waiver.	52
SECTION 512.	Control by Holders.	52
SECTION 513.	Waiver of Past Defaults.	53
SECTION 514.	Undertaking for Costs.	53
SECTION 515.	Waiver of Usury, Stay or Extension Laws.	53
ARTICLE SIX
THE TRUSTEE
SECTION 601.	Certain Duties and Responsibilities.	54
SECTION 602.	Notice of Defaults.	54
SECTION 603.	Certain Rights of Trustee.	54
SECTION 604.	Not Responsible for Recitals or Issuance of Securities.	56
SECTION 605.	May Hold Securities.	56
SECTION 606.	Money Held in Trust.	57
SECTION 607.	Compensation and Reimbursement.	57

Note:      This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

iii

SECTION 608.	Conflicting Interests.	58
SECTION 609.	Corporate Trustee Required; Eligibility.	58
SECTION 610.	Resignation and Removal; Appointment of Successor.	58
SECTION 611.	Acceptance of Appointment by Successor.	60
SECTION 612.	Merger, Conversion, Consolidation or Succession to Business.	61
SECTION 613.	Preferential Collection of Claims Against Issuer or Guarantors.	61
SECTION 614.	Appointment of Authenticating Agent.	62
SECTION 615.	Trustee’s Duties Regarding Reductions of Capital.	63
ARTICLE SEVEN
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER AND GUARANTOR
SECTION 701.	Issuer to Furnish Trustee Names and Addresses of Holders.	64
SECTION 702.	Preservation of Information; Communications to Holders.	64
SECTION 703.	Reports by Trustee.	64
SECTION 704.	Reports by Issuer and Guarantors.	65
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801.	Issuer or Guarantors May Consolidate, Etc. Only on Certain Terms.	65
SECTION 802.	Successor Substituted.	66
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901.	Supplemental Indentures without Consent of Holders.	67
SECTION 902.	Supplemental Indentures with Consent of Holders.	68
SECTION 903.	Execution of Supplemental Indentures.	70
SECTION 904.	Effect of Supplemental Indentures.	70
SECTION 905.	Conformity with Trust Indenture Act.	70
SECTION 906.	Reference in Securities to Supplemental Indentures.	70
ARTICLE TEN
COVENANTS
SECTION 1001.	Payment of Principal, Premium and Interest.	70
SECTION 1002.	Maintenance of Office or Agency.	71
SECTION 1003.	Money for Security Payments to Be Held in Trust.	72
SECTION 1004.	Statement by Officers as to Default.	73
SECTION 1005.	Existence.	73
SECTION 1006.	Payment of Taxes and Other Claims.	74
SECTION 1007.	Additional Amounts.	74

Note:      This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

iv

SECTION 1008.	Additional Guarantees.	77
SECTION 1009.	Limitations on Security Interests.	78
SECTION 1010.	Limitation on Sale and Leaseback.	78
SECTION 1011.	Waiver of Certain Covenants.	79
SECTION 1012.	Indemnification of Judgment Currency.	80
SECTION 1013.	Provision of Exchange Act Reports and Other Information.	80
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
SECTION 1101.	Applicability of Article.	81
SECTION 1102.	Election to Redeem; Notice to Trustee.	81
SECTION 1103.	Selection by Trustee of Securities to Be Redeemed.	81
SECTION 1104.	Notice of Redemption.	82
SECTION 1105.	Deposit of Redemption Price.	83
SECTION 1106.	Securities Payable on Redemption Date.	83
SECTION 1107.	Securities Redeemed in Part.	83
SECTION 1108.	Optional Redemption Due to Changes in Tax Treatment.	84
ARTICLE TWELVE
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1201.	Option to Effect Defeasance or Covenant Defeasance.	85
SECTION 1202.	Defeasance and Discharge.	86
SECTION 1203.	Covenant Defeasance.	86
SECTION 1204.	Conditions to Defeasance or Covenant Defeasance.	87
SECTION 1205.	Deposited Money and US. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	88
SECTION 1206.	Reinstatement.	89
ARTICLE THIRTEEN
GUARANTEE OF SECURITIES
SECTION 1301.	Guarantee.	89
SECTION 1302.	Execution and Delivery of Indenture.	90

Note:      This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

v

INDENTURE, dated as of [                    ], 2009, among WPP FINANCE (UK), a private unlimited liability company organized and existing under the laws of England and Wales (herein called the “Issuer”), having its principal office at 6 Ely Place, Dublin 2, Ireland, WPP PLC, a public company limited by shares incorporated under the Companies (Jersey) Law 1991 (the “Parent Guarantor”), WPP AIR 1 LIMITED, a company limited by shares incorporated in Ireland, WPP 2008 LIMITED, a private limited company organized and existing under the laws of England and Wales and WPP 2005 LIMITED, a private limited company organized and existing under the laws of England and Wales (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (herein called the “Trustee”).

RECITALS

The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debt securities (herein called collectively the “Securities”), to be issued in one or more series as provided in this Indenture.

The Guarantors have duly authorized the execution and delivery of this Indenture to provide for the Guarantees of the Securities provided for herein.

All things necessary to make this Indenture a valid agreement of the Issuer and the Guarantors, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article One have the meanings assigned to them in this Article One and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with International Financial Reporting Standards, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

(4) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or Section, as the case may be, of this Indenture;

(5) unless the context otherwise requires, any reference to a statute, rule or regulation refers to the same (including any successor statute, rule or regulation thereto) as it may be amended from time to time; and

(6) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act”, when used with respect to any Holder, has the meaning specified in Section 104.

“Additional Amounts” has the meaning specified in Section 1007. Any reference in this Indenture to principal, premium or interest in respect of the Securities shall be deemed also to refer to any Additional Amounts that may be payable as set forth herein and under the Securities or the Guarantees.

“Additional Taxing Jurisdiction” has the meaning specified in Section 1007.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” “ and “controlled” have meanings correlative to the foregoing.

“Agent Members” has the meaning specified in Section 305(b)(5).

“Applicable Procedures of the Depositary” means, with respect to any matter at any time, the policies and procedures of the Depositary, if any, that are applicable to such matter at such time.

“Applicable Taxing Jurisdiction” has the meaning specified in Section 1007.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.

2

“Authorized Agent” has the meaning specified in Section 114.

“Authorized Officer” means any person (whether designated by name or the persons for the time being holding a designated office) appointed by or pursuant to a Board Resolution for the purpose, or a particular purpose, of this Indenture, provided that written notice of such appointment shall have been given to the Trustee.

“beneficial owner” has the meaning determined in accordance with Rule 13d-3 under the Exchange Act and the terms “beneficial ownership” and “beneficially owned” have meanings correlative to the definition of beneficial owner.

“Board of Directors”, when used with reference to the Issuer or a Guarantor, means the board of directors of the Issuer or such Guarantor, as the case may be, or any committee of that board duly authorized to act for it in respect hereof.

“Board Resolution”, when used with reference to the Issuer or a Guarantor, means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Issuer or such Guarantor, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City or London generally are authorized or obligated by law, regulation or executive order to close.

“Clearstream” has the meaning specified in Section 305(b)(5).

“Commission” means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under applicable law, then the body performing such duties at such time.

“Corporate Trust Office” means the designated office of the Trustee in which at any particular time its corporate trust business shall be administered, which office as of the date hereof is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware, Attention: Corporate Capital Market Services.

“corporation” means a corporation, association, company, joint-stock company or business trust.

“Covenant Defeasance” has the meaning specified in Section 1203.

“Defaulted Interest” has the meaning specified in Section 307.

“Defeasance” has the meaning specified in Section 1202.

“Defeasible Series” has the meaning specified in Section 1201.

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“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301. Unless otherwise provided pursuant to Section 301, the Depositary shall be The Depository Trust Company until a successor Depositary shall have become Depositary pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean such successor Depositary.

“Director” means any member of a Board of Directors.

“Dollar” and “U.S.$” mean a U.S. dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts.

“Eurobonds” means the €500 million of 5.25% bonds due January 2015 issued by WPP Finance S.A., the €600 million of 4.375% bonds due December 2013 issued by WPP 2008 Limited (formerly WPP Group plc) and the €750 million of 6.625% bonds due in 2016 issued by WPP 2008 Limited (formerly WPP Group plc).

“Euroclear” has the meaning specified in Section 305(b)(5).

“Event of Default” has the meaning specified in Section 501.

“Exchange Act” means the U.S. Securities Exchange Act of 1934 (including any successor act thereto), as it may be amended from time to time, and (unless the context otherwise requires) includes the rules and regulations of the Commission promulgated thereunder.

“Expiration Date” has the meaning specified in Section 104.

“Global Security” means a Security held by or on behalf of a Depositary and in which beneficial interests are evidenced on the records of such Depositary or its Agent Members.

“Guarantee” means the guarantee by a Guarantor of any Security of any series authenticated and delivered pursuant to this Indenture (i) if provided for in a supplemental indenture to this Indenture, (ii) if specified in a Board Resolution of a Guarantor as contemplated by Section 301 or (iii) as otherwise applicable to Article Thirteen.

“Guarantor” means each of the Persons named as a “Subsidiary Guarantor” in this instrument and any “Parent Guarantor” and any other entity guaranteeing any Security, in each case until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor Person.

“Holder” means, with respect to a Security, the Person in whose name such Security is registered in the Security Register.

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“Indebtedness” means any indebtedness of any Person for money borrowed, whether incurred, assumed or guaranteed, and includes obligations under capitalized leases.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more supplemental indentures hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301.

“Interest Payment Date” means, when used with respect to any Security, the Stated Maturity of an installment of interest on such Security.

“Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

“Issuer” means the Person named as the “Issuer” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer” shall mean such successor Person.

“Issuer Request” or “Issuer Order” means, with respect to Securities of a series, a written request or order signed in the name of the Issuer of such Securities by any of the Issuer’s Directors and/or Authorized Officers, and delivered to the Trustee.

“Judgment Currency” has the meaning specified in Section 1012.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as therein provided or established as contemplated by Section 301, whether at the Stated Maturity or by declaration of acceleration, call for redemption, call for repurchase or otherwise.

“Notice of Default” means a written notice of the kind specified in Section 501(3).

“Officers’ Certificate”, with respect to the Issuer or a Guarantor, means a certificate signed by any executive director or Authorized Officer and the secretary or a deputy or assistant secretary of the Issuer or such Guarantor, as the case may be, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Issuer or a Guarantor, and delivered to the Trustee.

“Outstanding”, when used with respect to Securities, means as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

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(ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer or a Guarantor) in trust or set aside and segregated in trust by the Issuer (if the Issuer or a Guarantor shall act as its own or their own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii) Securities as to which Defeasance has been effected pursuant to Section 1202; and

(iv) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Issuer;

provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) if the principal amount of a Security payable at Maturity is to be determined by reference to an index or indices, the principal amount of such Security that shall be deemed to be Outstanding shall be the face amount thereof, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as established as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner established as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) above, of the amount determined as provided in such Clause), and (C) Securities owned by the Issuer, a Guarantor or any other obligor upon the Securities or any Affiliate of the Issuer, a Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or a Guarantor or any other obligor upon the Securities or any Affiliate of the Issuer or a Guarantor or of such other obligor.

“Parent Guarantor” means WPP plc or any Person who owns, directly or indirectly, more than 50% of the common equity of the Issuer and all of the other

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Subsidiary Guarantors and which is a guarantor of the Securities, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Parent Guarantor” shall mean such successor Person.

“Paying Agent” means any Person authorized by the Issuer to pay the principal of, premium, if any, or interest on any Securities on behalf of the Issuer.

“Permitted Sale and Leaseback Transaction” has the meaning specified in Section 1010.

“Permitted Security Interests” means

(1) Security Interests arising by operation of law in the ordinary course of business including, without limitation, statutory liens and encumbrances;

(2) any Security Interest over the assets and/or revenues of a company which became or becomes a Subsidiary of the Issuer or a Guarantor after the date of this Indenture and which Security Interest is in existence or contracted to be given as at the date it becomes a Subsidiary (and which was not created in contemplation of it becoming a Subsidiary);

(3) those Security Interests existing at the date of this Indenture;

(4) Security Interests securing the performance of bids, tenders, bonds, leases, contracts (other than in respect of Indebtedness), statutory obligations, surety, customs and appeal bonds and other obligations of like nature (but not including obligations in respect of Indebtedness) incurred in the ordinary course of business;

(5) Security Interests arising out of judgments or awards which are being contested in good faith and with respect to which an appeal or proceeding for review has been instituted or the time for doing so has not yet expired;

(6) Security Interests upon any property which are created or incurred contemporaneously with the acquisition of such property to secure or provide for the payment of any part of the purchase price of such property (but no other amounts); provided that any such Security Interest shall not apply to any other property of the purchaser thereof;

(7) any Security Interest arising out of title retention provisions in a supplier’s conditions of supply of goods or services acquired by the Parent Guarantor or any of its Subsidiaries in the ordinary course of its business;

(8) any right of any bank or financial institution of combination or consolidation of accounts or right to set-off or transfer any sum or sums standing to the credit of any account (or appropriate any securities held by such bank or financial institution) in or towards satisfaction of any present or future liabilities to that bank or financial institution;

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(9) any Security Interest securing Indebtedness re-financing Indebtedness secured by Security Interests permitted by clauses (2), (3) or (6) above or this clause (9) provided that the maximum principal amount of the Indebtedness secured by such Security Interests at the time of such refinancing is not increased and such Security Interests do not extend to any assets which were not subject to the Security Interests securing the re-financed indebtedness;

(10) Security Interests in favor of the Issuer or any of its Restricted Subsidiaries or, after the time that the Securities are guaranteed by a Parent Guarantor, Security Interests in favor of the Parent Guarantor or any of its Restricted Subsidiaries;

(11) (a) any Security Interests created or outstanding on or over any of the assets of WPP plc or the assets of any of its Subsidiaries issued in connection with an accounts receivable purchase facility provided that the aggregate outstanding amount secured by such Security Interests permitted by this clause (11)(a) created or outstanding shall not at any time exceed 15% of the total assets (meaning fixed assets plus current assets as shown on its consolidated financial statements) of WPP plc as reported at the most recent year-end or (b) after the time that the debt securities are guaranteed by a Parent Guarantor other than WPP plc (following which time clause (11)(a) shall cease to have effect), any Security Interests created or outstanding on or over any of the Parent Guarantor’s assets or the assets of any of its Subsidiaries issued in connection with an accounts receivable purchase facility provided that the aggregate outstanding amount secured by such Security Interests permitted by this clause (11)(b) created or outstanding shall not at any time exceed 15% of the total assets (meaning fixed assets plus current assets as shown on its consolidated financial statements) of the Parent Guarantor as reported at the most recent year-end (or if the Parent Guarantor did not file reports as of the most recent year-end, 15% of the total assets (meaning fixed assets plus current assets as shown on its consolidated financial statements) of WPP plc as reported at the most recent year-end as reported by WPP plc); and

(12) (a) any other Security Interest created or outstanding on or over any assets of the Issuer or any Restricted Subsidiary provided that the aggregate outstanding amount secured by all such Security Interests permitted by this clause (12)(a) created or outstanding shall not at any time exceed U.S.$40,000,000 or (b) after the time that the Securities are guaranteed by a Parent Guarantor other than WPP plc (following which time clause (12)(a) shall cease to have effect), any other Security Interest created or outstanding on or over any of the Parent Guarantor’s assets or the assets of any of its Restricted Subsidiaries; provided, further, that the aggregate outstanding amount secured by all such Security Interests permitted by this clause (12)(b) created or outstanding shall not at any time exceed $40,000,000.

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“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable established as contemplated by Section 301.

“Predecessor Security” of any particular Security, means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Property” of any Person means all types of real, personal, tangible, intangible or mixed property (including any related contractual rights) owned by such Person whether or not included in the most recent consolidated balance sheet of such Person under United States generally accepted accounting principles.

“Redemption Date” when used with respect to any Security to be redeemed, means the date fixed for such redemption established as contemplated by Section 301.

“Redemption Price” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed established as contemplated by Section 301.

“Regular Record Date” for the interest payable on any Interest Payment Date on any Security of any series means the date established for that purpose as contemplated by Section 301 irrespective whether such date is a Business Day.

“Repurchase Date” when used with respect to any Security to be repurchased, means the date fixed for such repurchase established as contemplated by Section 301.

“Responsible Officer” when used with respect to the Trustee, shall mean an officer assigned to the Corporate Trust Office, including any vice president, assistant vice president, senior trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers and having direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Subsidiary” shall mean any Subsidiary whose consolidated revenue shall have exceeded 5% of the consolidated revenues of WPP plc and its Subsidiaries taken as a whole for that financial year or any other Subsidiary designated by the WPP plc from time to time as a Restricted Subsidiary in its sole discretion; provided, that after the time that the Securities are guaranteed by a Parent Guarantor other than WPP plc, a “Restricted Subsidiary” shall be any Subsidiary whose consolidated revenue shall have exceeded 5% of the consolidated revenues of the Parent Guarantor and its Subsidiaries

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taken as a whole for that financial year (or if the Parent Guarantor has existed for less than one year, 5% of the consolidated revenues of WPP plc and its Subsidiaries taken as a whole for that financial year), or any other Subsidiary designated by the Parent Guarantor from time to time as a Restricted Subsidiary in the Parent Guarantor’s sole discretion.

“Sale and Leaseback Transaction” has the meaning specified in Section 1010.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Securities Act” means the U.S. Securities Act of 1933 (including any successor act thereto), as it may be amended from time to time, and (unless the context otherwise requires) includes the rules and regulations of the Commission promulgated thereunder.

“Security Interests” means, with respect to any Property, any mortgage, charge, pledge, lien or other security interest in respect of such Property. For purposes of this Indenture, the Parent Guarantor and its Subsidiaries shall be deemed to own, subject to a Security Interest, any Property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such Property.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Special Record Date” means, for the payment of any Defaulted Interest, a date fixed by the Trustee pursuant to Section 307.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable established as contemplated by Section 301.

“Sterling Bonds” means the £400 million of 6% bonds due April 2017 issued by WPP 2008 Limited (formerly WPP Group plc), the £200 million of 6.375% bonds due November 2020 issued by WPP Finance S.A. and the £450 million of 5.75% convertible bonds due May 2014 issued by WPP plc.

“Subsidiary” of a specified person means that specified person holds a majority of the voting rights in it, or is a member of it and has the right to appoint or remove a majority of its board of directors or is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it, or if it is a subsidiary of a company which is itself a subsidiary of that specified person.

“Subsidiary Guarantor” means each of WPP Air 1 Limited, WPP 2008 Limited, WPP 2005 Limited, and any other Subsidiaries of the Issuer or any Parent Guarantor that becomes a Subsidiary Guarantor, each until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Subsidiary Guarantor” shall mean such successor Person in lieu of such original Subsidiary Guarantor.

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“Succession Date” has the meaning specified in Section 1108.

“Successor Guarantor” and “Successor Person” have the respective meanings specified in Section 801.

“taxes” has the meaning specified in Section 1007.

“transfer” means, with respect to any Security, any sale, pledge, transfer, hypothecation or other disposition of such Security or any interest therein.

“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939 (including any successor act thereto), as it may be amended from time to time, and (unless the context otherwise requires) includes the rules and regulations of the Commission thereunder.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used herein shall be deemed to mean the person acting as Trustee with respect to the Securities of any series and shall mean the Trustee with respect to Securities of that series.

“United States” means the United States of America (including the States thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

“USA Notes” means the $650 million of 5.875% notes due June 2014 issued by WPP Finance (UK).

“U.S. Government Obligation” has the meaning specified in Section 1204.

SECTION 102. Compliance Certificates and Opinions.

Upon any application or request by the Issuer or a Guarantor to the Trustee to take any action under any provision of this Indenture, the Issuer or such Guarantor, as applicable, shall furnish to the Trustee such certificates and opinions as may be reasonably required hereunder or under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Issuer or a Guarantor, or an Opinion of Counsel if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Each certificate or opinion by or on behalf of the Issuer or a Guarantor with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include,

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(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Issuer or of a Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer or a Guarantor, as the case may be, stating that the information with respect to such factual matters is in the possession of the Issuer or such Guarantor, as the case may be, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 104. Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee

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and, where it is hereby expressly required, to the Issuer and the Guarantors. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 601 and 603) conclusive in favor of the Trustee and the Issuer or the Guarantors, if made in the manner provided in this Section 104.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c) The ownership of Securities shall be proved by the Security Register and the Trustee may conclusively rely on such information and shall not be affected by notice to the contrary.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Issuer or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Security.

(e) The Issuer may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series; provided that the Issuer may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite aggregate principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Issuer from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite aggregate principal amount of Outstanding

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Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Issuer, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

(f) The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite aggregate principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and without any action by any Person be canceled and of no effect), nor shall anything in this paragraph be construed to render ineffective any action taken by Holders of the requisite aggregate principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the expense of the Issuer or the Guarantors, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuer and the Guarantors in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

(g) With respect to any record date set pursuant to this Section 104, the party hereto that sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other parties hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 104, the party hereto that set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

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SECTION 105. Notices, Etc., to Trustee, Issuer and Guarantors.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Issuer or the Guarantors shall be sufficient for every purpose hereunder if in writing and mailed first class postage paid to or otherwise made, given, furnished or filed in writing (which may be by facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Capital Market Services, or

(2) the Issuer or the Guarantors by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Issuer or the Guarantors addressed to such parties at the respective addresses of their principal offices specified in the first paragraph of this Instrument or at any other address previously furnished in writing to the Trustee.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid at the expense of the Issuer, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

For so long as any Securities are listed on any securities exchange, the Issuer shall publish such notices as may be required by the rules and regulations of such securities exchange.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

The Issuer may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any

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notice and that reliance may be placed only on the other identification numbers printed on the Securities, and any such notice to Holders shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee in writing of any change in the “CUSIP” or “ISIN” numbers.

SECTION 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture once this Indenture is qualified under the Trust Indenture Act, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 108. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer or the Guarantors shall bind their successors and assigns, whether so expressed or not.

SECTION 110. Separability Clause.

In case any one or more of the provisions contained in this Indenture, the Securities or the Guarantees shall be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions contained in this Indenture, and to the extent and only to the extent that any such provision is invalid, illegal or unenforceable, this Indenture, the Securities and the Guarantees shall be construed as if such provision had never been contained herein or therein.

SECTION 111. Counterparts.

This Indenture may be simultaneously executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

SECTION 112. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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SECTION 113. Governing Law.

THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

SECTION 114. Submission to Jurisdiction; Appointment of Agent for Service of Process; Waiver of Jury Trial.

The Issuer, the Guarantors and the Trustee agree that any legal suit, action or proceeding arising out of or relating to this Indenture, and each of the Issuer and the Guarantors agrees that any legal suit, action or proceeding arising out of or relating to the Securities and the Guarantees, may be instituted in any U.S. federal or New York state court in the Borough of Manhattan, The City of New York and in the courts of its own corporate domicile, in respect of actions brought against each such party as a defendant, and each waives any objection which it may now or hereafter have to the laying of the venue of any such legal suit, action or proceeding, waives any immunity from jurisdiction or to service of process in respect of any such suit, action or proceeding, waives any right to which it may be entitled on account of place of residence or domicile and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. The Issuer and each Guarantor hereby appoints CT Corporation System, 111 Eighth Avenue, New York, New York 10011, as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against it with respect to its obligations under this Indenture, the Securities of any series or the Guarantees, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Trustee or by the Holder of any Security. The Issuer and each Guarantor reserves the right to appoint another person located or with an office in the Borough of Manhattan, The City of New York, selected in their discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor and notice to the Trustee and the Holders the appointment of the prior Authorized Agent shall terminate. If for any reason the designee, appointee and agent hereunder ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Issuer and the Guarantors shall appoint a successor Authorized Agent in accordance with the preceding sentence. The Issuer and each Guarantor further agrees to take any and all action, including the filing of any and all documents and instruments, as may be necessary to continue such designation and appointment of such agent in full force and effect until this Indenture has been satisfied and discharged in accordance with Article Four or Article Twelve hereof. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Issuer or the Guarantors shall be deemed, in every respect, effective service of process on the Issuer or the Guarantors, as the case may be. Each of the Issuer, the Guarantors and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities, the Guarantees and the transactions contemplated hereby.

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SECTION 115. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security established as contemplated by Section 301 which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, as the case may be; provided that no interest with respect to such payment shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

SECTION 116. Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 117. Waiver of Jersey customary law rights.

Each of the Issuer and each Guarantor irrevocably and unconditionally waives such right as it may have or claim under Jersey law:

(a) whether by virtue of the droit de discussion or otherwise to require that recourse be had to the assets of any other person before any claim is enforced against it under this Indenture or any Guarantee in respect of the obligations assumed by it under this Indenture or any Guarantee; and

(b) whether by virtue of the droit de division or otherwise to require that any liability under this Indenture or any Guarantee be divided or apportioned with any other person or reduced in any manner whatsoever.

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally.

The Securities of each series and the Trustee’s certificates of authentication shall be in substantially the forms set forth in this Article Two or in such other form as shall be established by or pursuant to Board Resolutions or in one or more supplemental indentures hereto, in each case with such appropriate insertions, omissions,

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substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and each Guarantor and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 303 for the authentication and delivery of such Securities.

The Guarantees of the Guarantors expressed in Article Thirteen shall establish such Guarantees with respect to the Securities of each series without any further notation or endorsement of or attachment to the form of any Security. Likewise, the Guarantees of any other Guarantor created by the acceptance of the terms of Article Thirteen expressed in an applicable Board Resolution of such Guarantor in accordance with Section 301 or indenture supplemental hereto shall establish its Guarantee with respect to the Securities of the relevant series without any further notation or endorsement of or attachment to the form of any Security.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

SECTION 202. Form of Face of Security.

The following legend shall appear on the face of each Global Security:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE ISSUER, ANY GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

The following legend shall appear on the face of each Global Security for which The Depository Trust Company is to be the Depositary:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

[Insert any legend required by the Internal Revenue Code and the regulations thereunder]

WPP FINANCE (UK)

No.
CUSIP No.
ISIN No.	U.S.$

WPP Finance (UK) (herein called the “Issuer”, which term includes any Successor Person under the Indenture hereinafter referred to), an unlimited liability company organized and existing under the laws of England and Wales, for value received, hereby promises to pay to                     , or registered assigns, [include if this Security is a Global Security — the initial principal amount specified on Schedule A hereto (such initial principal amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the “principal”)] [include if this Security is not a Global Security — the principal sum of                     Dollars] on                     or any other Maturity Date. [if the Security is to bear interest prior to Maturity, insert — This Note shall bear interest at the rate of [            ]% per annum, from [                 ], 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, until the principal hereof is paid or made available for payment. Interest shall be payable semi-annually on [            ] and [            ] (each an “Interest Payment Date”), beginning on [                 ], 2009, to the Holders in whose names this Note is registered at the close of business on the Regular Record Date immediately preceding the related Interest Payment Date. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.]

[if applicable, insert — ; Any principal [and premium], and any such installment of interest, which is overdue shall bear interest at the rate of             % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand].

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Any interest payable, but not so punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal [and any overdue premium] shall bear interest at the rate of             % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal [or premium] shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of             % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]

Payment of the principal of, [premium, if any,] and [if applicable, insert — interest] on this Security shall be made pursuant to the Applicable Procedures of the Depositary as permitted in the Indenture; provided, however, that if this Security is not a Global Security, payment may be made at the office or agency of the Issuer maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, against surrender of this Security in the case of any payment due at the Maturity of the principal thereof (other than any payment of interest that first becomes payable on a day other than an Interest Payment Date); and provided, further, that at the option of the Issuer, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register [if applicable, insert — ; and provided, further, that at the option of the Issuer payments of any interest on the Securities (other than at Maturity) may be made, in the case of a registered Holder of at least U.S.$5,000,000 principal amount of Securities, by electronic funds transfer of immediately available funds to a United States dollar account maintained by the payee; provided such registered Holder so elects by giving written notice to the Trustee or a Paying Agent designating such account, no later than 15 days immediately preceding the relevant date for payment (or such other date as the Trustee may accept in its discretion). Unless such designation is revoked, any such designation made by such Holder with respect to such Securities shall remain in effect with respect to any future payments with respect to such Securities payable to such Holder. The Issuer shall pay any administrative costs imposed by banks in connection with making payments by wire transfer.]

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Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by a Director or Authorized Officer.

Executed as a Deed by WPP Finance (UK)

acting by a director and its secretary/

two directors/a director/ its duly

appointed attorney
	Director
	Director / Secretary

in the presence of:

Witness’s signature:

Name:

Occupation:

Address:

SECTION 203. Form of Reverse of Security.

This Note is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [                 ], 2009 (herein called the “Base Indenture”), as supplemented by a [                    ] Supplemental Indenture dated as of [                    ] (herein called the “[                    ] Supplemental Indenture”; the Base Indenture, as supplemented by the [                    ] Supplemental Indenture, the “Indenture”), each among the Issuer, WPP PLC, a public company limited by shares incorporated under the Companies (Jersey) Law 1991 (the “Parent Guarantor”), WPP 2008 LIMITED, a private limited company organized and existing under the laws of England and Wales, WPP 2005 LIMITED, a private limited company organized and existing under the laws of England and Wales and WPP AIR 1 LIMITED, a company limited by shares incorporated in Ireland (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors” which term includes any successor guarantor under the Indenture) and Wilmington Trust Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture[, as supplemented by the                      Supplemental Indenture,] for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Parent Guarantor, the Subsidiary Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert — , limited in initial aggregate principal amount to U.S.$                    ]. Capitalized terms used herein but not defined shall have the respective meanings assigned to them in the Indenture.

The Subsidiary Guarantors and the Parent Guarantor have fully and unconditionally guaranteed the due and punctual payment of the principal, premium, if any, and interest (including Additional Amounts payable in respect thereof, if any), when

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and as the same shall become due and payable by the Issuer in respect of the Securities, whether at the stated maturity thereof, by declaration of acceleration, call for redemption, call for repurchase or otherwise, in accordance with the terms of the Securities and of the Indenture. To the extent set forth in the applicable Board Resolutions or a supplemental indenture, the due and punctual payment of the principal, premium, if any, and interest (including Additional Amounts payable in respect thereof, if any), when and as the same shall become due and payable by the Issuer in respect of the Securities, whether at the stated maturity thereof, by declaration of acceleration, call for redemption, call for repurchase or otherwise, in accordance with the terms of the Securities and of the Indenture may also be guaranteed by any other Guarantor that may guarantee the Securities.

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’, nor more than 60 days’, notice, as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before                     ,             %, and if redeemed] during the 12-month period beginning                      of the years indicated,

Year Redemption Price Year Redemption Price

and thereafter at a Redemption Price equal to             % of the principal amount, together in the case of any such redemption with accrued and unpaid interest to, but excluding, the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date shall be payable to the Holders of such Securities or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert – The Securities of this series are subject to redemption upon not less than 30 days’, nor more than 60 days’, notice by mail, [If applicable, insert— (1) on                      in any year commencing with the year                      and ending with the year                     , and (2)] at any time [If applicable, insert — on or after                     ], as a whole or in part, at the election of the Issuer at 100% of the principal amount of such Securities plus a premium (determined by the Issuer) equal to the excess, if any, of (i) the present value of all interest and principal payments scheduled to become due after the date of such redemption in respect of the portion of such Securities to be redeemed (such present value to be determined by the Issuer on the basis of a discount rate equal to the yield on maturity on U.S. Treasury instruments with a maturity as close as practicable to the remaining average life of such Securities) over (ii) the principal amount of such Securities to be redeemed.]

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[If applicable, insert – The Issuer shall have the right, at its option, to redeem the Securities in whole or in part, at any time or from time to time prior to their Stated Maturity, at a redemption price equal to the greater of (1) 100% of the principal amount of such Securities and (2) the sum of the present values of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued and unpaid to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in Section 301 hereof) plus [                    ] basis points, plus accrued and unpaid interest on the principal amount of the Securities to, but excluding, the Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Securities.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.

“Comparable Treasury Price” means, with respect to any Redemption Date (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means Banc of America Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. or their respective affiliates which are primary United States government securities dealers and two other leading primary United States government securities dealers in New York City reasonably designated by the Issuer; provided, however, that if any of the foregoing shall cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York time, on the third Business Day preceding such Redemption Date.]

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[If applicable, insert – Notwithstanding the foregoing, the Issuer may not, prior to                     , redeem any Securities of this series as contemplated by [If applicable, insert – Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Issuer (calculated in accordance with generally accepted financial practice) of less than             % per annum.]

[If applicable, insert – In addition to its ability to redeem this Security pursuant to the foregoing, this] [This] Security may be redeemed by the Issuer on the terms set forth and as more fully described in the Indenture, in certain circumstances where the Issuer or a Guarantor would be required to pay Additional Amounts in respect hereof as a result of a change or amendment of any law, regulation or published tax ruling of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or any of the Guarantors or any Successor Person are organized pursuant to Article Eight of the Indenture, affecting taxation, or change in the official administration, interpretation or application thereof, in each case occurring after the issue date hereof or which change in such official administration, interpretation or application shall not have been available to the public prior to the issue date hereof, which change shall require the Issuer or a Guarantor to pay Additional Amounts and such obligation cannot be avoided by the Issuer or such Guarantor by taking reasonable measures available to the Issuer or the Guarantor, as provided in the Indenture.]

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert – As provided in the [                    ] Supplemental Indenture, the Issuer shall have the right to redeem the Securities upon the occurrence of certain events relating to taxation, as a result of which the Issuer or a Guarantor becomes obligated to pay Additional Amounts on the Securities, in which case the Issuer may redeem the Securities in whole but not in part at a redemption price equal to 100% of the principal amount of the Securities plus accrued and unpaid interest (including additional interest and Additional Amounts, if any) to, but excluding, the Redemption Date.

On and after the Redemption Date, interest will cease to accrue on the Securities or any portion of the Note called for redemption (unless the Issuer defaults in the payment of the redemption price and accrued and unpaid interest). On or before the Redemption Date, the Issuer shall deposit with the trustee money sufficient to pay the redemption price of and (unless the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest to, but excluding, the Redemption Date on the Securities to be redeemed on such date. If less than all of the Securities are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

Upon the occurrence of a Change of Control Repurchase Event, unless the Issuer has exercised its right to redeem the Securities pursuant to the [                    ] Supplemental Indenture, each Holder shall have the option to require the Issuer to repurchase all or any portion of its Securities (in principal amounts of $100,000 and integral multiples of

25

$1,000 in excess thereof) on the Repurchase Date (as defined in Section 301) at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest thereon to, but excluding, the date of repurchase (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).

Promptly upon the Issuer becoming aware that a Change of Control Repurchase Event has occurred, the Issuer shall, and at any time upon the Trustee becoming similarly so aware, the Trustee may, and if so requested by Holders of at least 25% of the aggregate principal amount of the Securities then outstanding, shall (subject in each case to the Trustee being indemnified and/or secured to its satisfaction), give notice (the “Change of Control Repurchase Event Notice”) to the Holders specifying the nature of the Change of Control Repurchase Event and the procedure for exercising the Holders’ repurchase option. If not previously sent, the Change of Control Repurchase Event Notice must be sent to the Holders and the Trustee no later than 30 days after the occurrence of the Change of Control Repurchase Event.

To exercise the option to require the repurchase of a Note following the occurrence of a Change of Control Repurchase Event the Holder of the Note shall deliver such Security, on any Business Day during the period (the “Repurchase Period”) beginning on the date the Change of Control Repurchase Event Notice is given and ending 45 days thereafter, at the specified office of the Trustee, accompanied by a duly signed and completed notice of exercise (a “Change of Control Repurchase Notice”) in the form (for the time being current) which shall be provided with the Change of Control Repurchase Event Notice. A Change of Control Repurchase Notice, once given, shall be irrevocable unless the Issuer elects to permit revocations. All Securities submitted for repurchase shall be purchased by the Issuer on the date that is 3 Business Days after the expiration of the Repurchase Period (the “Repurchase Date”).

On the Repurchase Date, the Issuer shall:

(i) accept for payment all Securities or portions of Securities (in principal amounts of $100,000 and integral multiples of $1,000 in excess thereof) properly tendered pursuant to the repurchase option;

(ii) deposit with the Trustee an amount equal to the aggregate repurchase price in respect of all Securities or portions of Securities properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an officers’ certificate stating the aggregate principal amount of Securities being purchased by the Issuer.

The Trustee shall promptly mail to each Holder of Securities properly tendered the repurchase price for the Securities, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Securities surrendered; provided, that each new Note shall be in a principal amount of $100,000 and integral multiples of $1,000 in excess thereof.

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The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached the Issuer’s obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

The Issuer shall not be required to make an offer to repurchase the Securities upon Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer, and such third party purchases all Securities properly tendered and not withdrawn under its offer.

The Trustee is under no obligation to ascertain whether a Change of Control Repurchase Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Repurchase Event or Change of Control has occurred and, until it shall have actual knowledge or notice pursuant to the Indenture to the contrary, the Trustee may assume that no Change of Control Repurchase Event or Change of Control or other such event has occurred.]

If an Event of Default with respect to Securities shall occur and be continuing, the aggregate principal amount of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of the series of which this Security is a part or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

In any case where the due date for the payment of the principal amount of, or any premium or interest with respect to, any Security or the date fixed for redemption of any Security shall not be a Business Day at a Place of Payment, then payment of the principal amount, premium, if any, or interest, need not be made on such date at such Place of Payment, with the same force and effect as if made on the date for such payment or the date fixed for redemption, and no interest shall accrue for the period after such date.

All payments pursuant to the Securities and the Guarantees shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, levies, assessments or governmental charges of whatever nature (“taxes”) imposed or levied by or on behalf of (i) the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or the Subsidiary Guarantors or any Parent Guarantor is incorporated or resident (or deemed for tax purposes to be resident), (ii) the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or the Subsidiary Guarantors or any Parent Guarantor makes payment on the Securities or the Guarantees or (iii) the United States or any political subdivision or taxing authority

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thereof or therein (each, an “Applicable Taxing Jurisdiction”), unless such taxes are required by the Applicable Taxing Jurisdiction to be withheld or deducted. In that event, the Issuer or the Subsidiary Guarantors or any Parent Guarantor shall pay by way of additional interest on the Securities such additional amounts of, or in respect of, principal, premium, if any, and interest (“Additional Amounts”) as will result (after deduction of such taxes and any additional taxes payable in respect of such Additional Amounts) in the payment to each Holder of such Securities of the amounts which would have been payable in respect of such Security or Guarantee had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of:

(i) any taxes that would not have been imposed but for the fact that such Holder:

(a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Applicable Taxing Jurisdiction or otherwise had some connection with the Applicable Taxing Jurisdiction other than the mere ownership of, or receipt of payment under, such Security or Guarantee;

(b) presented (if presentation is required) such Security or Guarantee for payment in the Applicable Taxing Jurisdiction, unless such Security or Guarantee could not have been presented for payment in another member state of the European Union; or

(c) presented (if presentation is required) such Security or Guarantee, as the case may be, more than thirty (30) days after the date on which the payment in respect of such Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security or Guarantee for payment on any day within such period of thirty (30) days;

(ii) any estate, inheritance, gift, sale, transfer, personal property or similar taxes;

(iii) any taxes that are payable otherwise than by withholding or deduction from payments of, or in respect of, principal of, premium, if any, or interest on the Securities or Guarantee, as the case may be;

(iv) any taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request of the Issuer or any Guarantor addressed to the Holder and received by such Holder at least thirty (30) days prior to the first payment date with respect to which such information is required (a) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (a) or (b), is required or imposed by a statute,

28

treaty, regulation or administrative practice of the Applicable Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(v) any tax imposed on a payment to an individual and required to be made pursuant to the European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced to conform to, such Directive;

(vi) any taxes payable by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Guarantee to another Paying Agent in a member state of the European Union; or

(vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi);

nor shall Additional Amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any such Security or Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Applicable Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Note.

All references herein, in the Indenture, and in one or more supplemental indentures thereto, the Securities and the Guarantees to principal, premium, if any, interest or any other amount payable in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal, premium, interest or other amount payable, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantors, on the one hand, and the rights of the Holders of the Securities of each series on the other hand to be affected under the Indenture at any time by the Issuer, the Guarantors and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive, on behalf of the Holders of all Securities of such series, compliance by the Issuer or the Guarantors, or all or any of them, with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

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[If applicable, insert — Each Holder hereby consents to the Issuer or any Guarantor (or any additional or successor Guarantor) applying to a court of competent jurisdiction for an order sanctioning a reduction in any of its share capital accounts including, without limitation, by re-characterizing any sum standing to the credit of a share premium account as a distributable reserve (a “Reduction of Capital”). Each Holder hereby authorizes and requests the Trustee, on behalf of the Holder, to sign any necessary form of consent that the Issuer or any Guarantor (or any additional or successor Guarantor) may reasonably request in connection with a Reduction of Capital.]

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of at least 25% in aggregate principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Guarantors and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of U.S.$            and any integral multiple of U.S.$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

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No service charge shall be made for any such registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Issuer, the Guarantors, the Trustee and any agent of the Issuer, the Guarantors or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Guarantors, the Trustee nor any such agent shall be affected by notice to the contrary.

[This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities.]

This Security, the Guarantees and the Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

All terms used in this Security and the Guarantees set forth below which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Security, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common		UNIF GIFT MIN ACT—
TEN ENT - as tenants by the entireties			(Cust)
		Custodian		under
		Uniform
JT TEN	- as joint tenants with right of survivorship and not as tenants in common		(Minor)
		Gifts to Minors Act
			(State)

Additional abbreviations may also be used

though not in the above list.

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[IF SECURITY IS A GLOBAL SECURITY, INSERT AS A SEPARATE PAGE—

Schedule A

SCHEDULE OF ADJUSTMENTS

Initial Principal Amount: U.S.$

Date adjustment made Principal amount increase Principal amount decrease Principal amount following adjustment Notation made on behalf of the Security Registrar

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SECTION 204. Form of Trustee’s Certificate of Authentication.

The Trustee’s certificate of authentication shall be in substantially the following form:

Certificate of Authentication:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:
	WILMINGTON TRUST COMPANY, as Trustee
	By:
		Authorized Signatory

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to Board Resolutions of the Issuer and each Guarantor, as appropriate, and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more supplemental indentures hereto, prior to the issuance of Securities of any series,

(1) the title of the Securities, including “CUSIP” and “ISIN” numbers, of the series (which shall distinguish the Securities of the series from Securities of any other series);

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon partial redemption of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

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(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal of, and any premium on, the Securities of the series is payable;

(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date;

(6) the place or places where the principal of and any premium and interest on Securities of the series shall be payable and the manner in which any payment may be made;

(7) if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Issuer of such Securities and, if other than by a Board Resolution, the manner in which any election by the Issuer of such Securities to redeem the Securities shall be evidenced and any provisions in addition to or in lieu of the provisions of Article Eleven applicable to Securities of the series;

(8) the obligation, if any, of the Issuer to redeem or purchase any Securities of the series at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(9) if other than denominations of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof, the denominations in which any Securities of the series shall be issuable;

(10) if the amount of principal of, premium, if any, or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

(11) if other than the currency of the United States of America, the currency, currencies or currency units (including composite currencies) in which payment of the principal of and any premium and interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;

(12) if the principal of, premium, if any, or interest on any Securities of the series is to be payable, at the election of the Issuer or the Holder thereof, in

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one or more currencies or currency units (including composite currencies) other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units (including composite currencies) in which the principal of, premium, if any, or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

(13) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;

(14) if other than as provided in Section 201, the form or forms of the Securities;

(15) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

(16) where appropriate, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 1202 or Section 1203 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Issuer to defease such Securities shall be evidenced;

(17) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 202 and any circumstances in addition to or in lieu of those set forth in Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof, and any circumstances in addition or in lieu of those set forth in Section 305 in which transfers of interests in Global Securities may be made;

(18) any addition to or change in the covenants set forth in Article Ten which applies to the Securities of the series;

(19) the guarantees to apply with respect to the Securities of the series; and

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(20) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be established in or pursuant to Board Resolutions or supplemental indentures referred to above.

To the extent any terms of the Securities of the series are established pursuant to Board Resolutions or supplemental indentures, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and each Guarantor, as the case may be, and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

SECTION 302. Denominations.

The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of U.S.$1,000 and any integral multiples of U.S.$1,000 in excess thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Issuer by any one Director or Authorized Officer of the Issuer. The signature of any such Director or Authorized Officer of the Issuer on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Director or Authorized Officer of the Issuer shall bind the Issuer notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Sections 601 and 603) shall be fully protected in relying upon, an Opinion of Counsel stating,

(1) if any form of such Securities has been established pursuant to Board Resolutions or indentures supplemental hereto as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;

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(2) if any terms of such Securities have been established pursuant to Board Resolution or indentures supplemental hereto as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture;

(3) that all conditions precedent to the authentication and delivery of such securities have been complied with and that such Securities and the Guarantees thereof, when such Securities have been authenticated and delivered by the Trustee and issued by the Issuer and the Guarantors in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer and the Guarantors, respectively, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to such other matters as counsel shall specify therein; and

(4) that all applicable laws and requirements in respect of the execution and delivery by the Issuer of such Securities have been complied with.

The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities, the Guarantees and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not be lawfully taken.

Notwithstanding the provisions of Section 301 and of the second preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Issuer Order and Opinion of Counsel otherwise required pursuant to such second preceding paragraph at or prior to the authentication of such Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued and reasonably contemplate the original issuance of such Security of such series.

Each Security shall be dated the date of its authentication.

No Security or related Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security or Guarantee has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security and any Guarantee shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture including, if applicable, the Guarantee.

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Each Guarantor by its execution of this Indenture or an indenture supplemental hereto authorizes the Issuer, in the name and on behalf of such Guarantor, to confirm the Guarantee of such Guarantor to the Holder of each Security authenticated and delivered hereunder by its execution and delivery of each such Security, with such Guarantee noted thereon, authenticated and delivered by the Trustee. The Guarantee of a Guarantor with respect to any Security, whether established by this Indenture, by Board Resolutions of such Guarantor in accordance with Section 301 or by an indenture supplemental hereto, shall bind such Guarantor notwithstanding the fact that no Guarantee may be endorsed on such Security.

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any series, the Issuer may execute temporary Securities, and upon compliance with Section 303 the Trustee shall authenticate and deliver, such temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Directors or Authorized Officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Issuer shall cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of such Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Issuer shall execute, and the Trustee shall authenticate and deliver in exchange therefor, one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

SECTION 305. Registration, Registration of Transfer and Exchange.

(a) General

The Issuer shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the Issuer in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Issuer in a Place of Payment for that series, the Issuer shall execute, and

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the Trustee shall authenticate and deliver in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like terms and aggregate principal amount.

Subject to this Section 305, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like terms and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer (and the related Guarantees shall be the valid obligations of the Guarantors), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange thereof.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar and duly executed, by the Holder thereof or his attorney duly authorized in writing. Such transfer or exchange will be effected upon the Security Registrar being satisfied with the documents of title and identity of the people making the request.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

If the Securities of any series are to be redeemed in part, the Issuer shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified terms, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

(b) Global Securities

Except as otherwise provided pursuant to Section 301, this Section 305(b) shall apply only to Global Securities.

(1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

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(2) Notwithstanding any other provision in this Indenture or the Securities, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (i) has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Security and a successor Depositary is not appointed within 90 days or (ii) has ceased to be a clearing agency registered under the Exchange Act and a successor Depositary is not appointed within 90 days, (B) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series or (C) a request for certificates has been made by the Issuer upon 60 days’ prior written notice given to the Trustee in accordance with the Depositary’s customary procedures and a copy of such notice has been received by the Issuer from the Trustee. Any Global Security exchanged pursuant to Clause (A) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (B) or (C) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security.

(3) Securities issued in exchange for a Global Security or any portion thereof pursuant to Clause (2) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.

(4) In the event of the occurrence of any of the events specified in Clause (2) above, the Issuer shall promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form, without interest coupons.

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(5) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act (including Euroclear Bank, S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) and account holders and participants therein) shall have any rights under this Indenture with respect to any Global Security, or under any Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Security.

(6) Neither the Trustee nor any Agent Member shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor, a new Security of the same series and of like tenor and principal amount, having and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any of their agents harmless, then, in the absence of notice to the Issuer or the Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute, and, the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer or any Guarantor, each in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Issuer or the Guarantors may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in exchange for any mutilated Security or in lieu of any destroyed, lost or stolen Security, and any Guarantee thereof, shall constitute an original contractual obligation of the Issuer and the Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall be at any

41

time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities and Guarantees of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. Payment of Interest; Interest Rights Preserved.

Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Issuer or a Guarantor may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer or a Guarantor shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Issuer or such Guarantor shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Issuer or such Guarantor shall promptly notify the Trustee of such Special Record Date and, in the name and at the expense of the Issuer or such Guarantor, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

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(2) The Issuer or a Guarantor may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Issuer or such Guarantor to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 307, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Issuer, the Guarantors, the Trustee and any agent of the Issuer, the Guarantors or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuer, the Guarantors, the Trustee nor any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary.

SECTION 309. Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Issuer or any Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Issuer or any Guarantor may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Issuer has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with the Trustee’s customary practice.

SECTION 310. Computation of Interest.

Except as otherwise established as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

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SECTION 311. CUSIP and ISIN Numbers.

The Issuer in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Securities, and any such notice shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee in writing of any change in the “CUSIP” and “ISIN” numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon request of the Issuer, made in an Issuer Request, cease to be of further effect (except as provided in the last paragraph to this Section 401) with respect to the Issuer’s and the Guarantors’ obligations in respect of all Securities of the Issuer, and the Trustee, at the expense of the Issuer, shall execute instruments in form and substance satisfactory to the Trustee, the Issuer and the Guarantors acknowledging satisfaction and discharge of this Indenture with respect to the Issuer and its Securities, when

(a) either

(1) all Securities of the Issuer theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer or a Guarantor and thereafter repaid to the Issuer or such Guarantor, as the case may be, or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(2) all such Securities not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer,

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and the Issuer or a Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(b) the Issuer or a Guarantor has paid or caused to be paid or made provision satisfactory to the Trustee for the payment of all other sums payable hereunder by the Issuer; and

(c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer and the Guarantors to the Trustee and the lien of the Trustee under Section 607, the obligations of the Issuer to any Authenticating Agent under Section 614, any obligations of the Trustee under Section 402, the rights and obligations set forth in the last paragraph of Section 1003 and any rights of registration of transfer, exchange or replacement of Securities provided in Sections 304, 305, 306, 906, 1002 or 1107 and any rights to Additional Amounts pursuant to Section 1007 shall survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or any Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and any interest for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

“Event of Default”, wherever used herein with respect to Securities of any series of the Issuer or the Guarantees thereof, means any one of the following events with respect to the Issuer of such series or any Guarantor (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in the payment of the principal of or any premium on any Security of that series at its Maturity; or

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(2) default in the payment of any interest (including Additional Amounts, if any) upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(3) default in the performance, or breach, of any other covenant or warranty of the Issuer of the Securities of that series or any Guarantor in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 501 specifically dealt with or which has expressly been established as contemplated by Section 301 solely for the benefit of a series of Securities other than that series) and continuance of such default or breach for a period of 45 days after there has been given, by registered or certified mail, to the Issuer and the Guarantors by the Trustee or to the Issuer, the Guarantors and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series a written notice specifying such default or breach, requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(4) a default or defaults under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Issuer or any Guarantor (including a default with respect to Securities of any series other than that series) having an aggregate principal amount outstanding of at least U.S.$25,000,000 (or the equivalent thereof in other currencies or currency units), or under any mortgage, indenture, agreement or instrument (including this Indenture) under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Issuer or any Guarantor having an aggregate principal amount outstanding of at least U.S.$25,000,000 (or the equivalent thereof in other currencies or currency units), whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness (in each such case being, such indebtedness of at least U.S.$25,000,000 (or the equivalent thereof in other currencies or currency units) aggregate principal amount outstanding) becoming or being validly declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged or such acceleration having been rescinded or annulled within a period of 10 days after there shall have been given, by registered or certified mail, to the Issuer and the Guarantors by the Trustee a written notice specifying such default and requiring the Issuer or any Guarantor, as the case may be, to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled, as the case may be, and stating that such notice is a “Notice of Default” hereunder; provided, however, that, subject to the provisions of Sections 601 and 602, the Trustee shall not be deemed to have knowledge or notice of such default unless either (A) a Responsible Officer shall have actual knowledge of such default or (B) the Trustee shall have received at the Corporate Trust Office written notice of such default from the Issuer, from any Guarantor, or from the trustee under any such mortgage, indenture or other instrument; or

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(5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Issuer or any Guarantor or any of their Restricted Subsidiaries in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization, examinership or other similar law or (B) a decree or order adjudging the Issuer or any Guarantor or any of their Restricted Subsidiaries a bankrupt or insolvent or their property en désastre, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any Guarantor or any of their Restricted Subsidiaries, as the case may be, under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, examiner or other similar official (including the Viscount in the case of a désastre) of the Issuer, any Guarantor or any of their Restricted Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days in any such case other than such decree or order made or a resolution passed for the purposes of a reconstruction, amalgamation or reorganization where the Issuer or any Guarantor or the relevant Restricted Subsidiary is solvent; or

(6) the commencement by the Issuer or any Guarantor or any of their Restricted Subsidiaries of a voluntary case or proceeding (including a winding up or désastre proceedings) under any applicable bankruptcy, insolvency, reorganization, examinership or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Issuer or any Guarantor or any of their Restricted Subsidiaries, as the case may be, in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization, examinership or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, examiner or other similar official (including the Viscount in the case of a désastre) of the Issuer or any Guarantor or any of their Restricted Subsidiaries or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Issuer or any Guarantor or any of their Restricted Subsidiaries in furtherance of any such action in any such case other than such case or proceeding undertaken, consent given or filing made for the purposes of a reconstruction, amalgamation or reorganization where the Issuer or any Guarantor or the relevant Restricted Subsidiaries is insolvent;

(7) any Guarantee of Securities of that series is held by a final, non-appealable order resulting from any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under the Guarantees of Securities of that series; or

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(8) any other Event of Default established as contemplated by Section 301 with respect to Securities of that series.

An Event of Default for one series of Securities shall not necessarily constitute an Event of Default for any other series of Securities issued hereunder.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series of the Issuer at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series of the Issuer may declare the aggregate principal amount of all the Securities of that series of the Issuer to be due and payable immediately, by a notice in writing to the Issuer and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such aggregate principal amount (or specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series at the time Outstanding has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article Five provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if

(1) the Issuer or the Guarantors have paid or deposited with the Trustee a sum sufficient to pay:

(A) all overdue interest and any Additional Amounts thereon on all of the Securities of that series;

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities;

(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates established pursuant to Section 301 therefor; and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all amounts due to the Trustee under Section 607; and

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(2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Issuer and each Guarantor covenant that if:

(1) default is made in the payment of any interest (including any Additional Amounts) on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal (including any Redemption Price) of, or premium, if any, on any Security at the Maturity thereof,

the Issuer and the Guarantors will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, premium, if any, and interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates established pursuant to Section 301 therefor, together with any Additional Amounts thereon, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, fees, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of that series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Issuer and any Guarantor (or any other obligor upon the Securities of a series), their property or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver,

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assignee, trustee, liquidator, sequestrator, examiner or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities or the Guarantees may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and other amounts due to it under Section 607, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 506. Application of Money Collected.

Any money and other property collected by the Trustee pursuant to this Article Five shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 607;

SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium, if any, and interest, respectively; and

THIRD: The balance, if any, to the Issuer, to the Guarantors or any other Person or Persons entitled thereto.

SECTION 507. Limitation on Suits.

No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

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(2) the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute action or proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such action or proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 507, each and every Holder of the Outstanding Securities of any series and the Trustee shall be entitled, subject to Section 513, to such relief as can be given at law or in equity.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security pursuant to the terms thereof or the Guarantees thereof (and any Additional Amounts) on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

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SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Five or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512. Control by Holders.

Subject to Section 603(5), the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided that:

(1) such direction shall not be in conflict with any rule of law or with this Indenture;

(2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or result in individual liability for the Trustee; or

(3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction;

provided, further that the Trustee shall be under no obligation to determine whether any such direction shall be in such conflict or so unjustly prejudicial.

Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction by Holders of Securities.

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SECTION 513. Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

(1) in the payment of the principal of, premium, if any, or interest (including Additional Amounts, if any) on any Security of such series, or

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs, including reasonable attorneys’ fees and expenses, against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section 514 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Issuer or any Guarantor, the Trustee or any Holder or group of Holders holding in aggregate more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of, premium, if any, or interest on any Outstanding Security of any series on or after the due date expressed in such Security in accordance with its terms.

SECTION 515. Waiver of Usury, Stay or Extension Laws.

The Issuer and each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.

Except during the continuance of an Event of Default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.

In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

SECTION 602. Notice of Defaults.

If a default occurs hereunder with respect to Securities of any series of which the Trustee has knowledge, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(3) with respect to Securities of such series, no such notice to Holders shall be given until at least 45 days after the occurrence thereof. For the purpose of this Section 602, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

SECTION 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(1) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, security, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

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(2) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the Board of Directors of the Issuer or any Guarantor may be sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely conclusively upon an Officers’ Certificate;

(4) the Trustee may consult with counsel of its own choice and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, security, bond, debenture, note, other evidence of indebtedness or other paper or document in connection with this Indenture, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; provided that the Trustee shall be required to terminate any such agent if it has actual knowledge of any failure by such agent to perform its delegated duties;

(8) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured;

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(9) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was reckless or grossly negligent in ascertaining the pertinent facts;

(10) the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

(11) the permissive rights of the Trustee enumerated herein shall not be construed as duties;

(12) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(13) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and

(14) the Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer or the Guarantors, and neither the Trustee nor any Authentication Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the Guarantees. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Issuer or the Guarantors of the Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Issuer, any Guarantor or the Trustee, in its individual or any

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other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Issuer and the Guarantors with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on or investment of any money received by it hereunder except as otherwise agreed in writing with the Issuer or the Guarantors, as the case may be.

SECTION 607. Compensation and Reimbursement.

The Issuer and the Guarantors jointly and severally agree:

(1) to pay to the Trustee from time to time such compensation as shall be agreed in writing with the Issuer for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust and any payments 60 days past due shall be made with interest at the Trustee’s prime lending rate):

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, fees, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses, fees and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance may be attributable to its negligence or willful misconduct; and

(3) to indemnify each of the Trustee and its agents for, and to defend and hold it harmless against, any and all loss, liability, damage, claim or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel and including taxes payable by it, other than taxes based upon, measured by or determined by the income of the Trustee or such agent), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Issuer, the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct.

“Trustee” for purposes of this Section 607 shall include any predecessor Trustee, but the negligence or willful misconduct of any Trustee shall not affect the rights or obligations of any other Trustee hereunder.

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To secure the obligations under this Section 607, the Issuer, the Guarantors and the Holders acknowledge that pursuant to the trust arrangements hereunder, the Trustee has a first-priority lien against all money or other property held by the Trustee.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section 607 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

SECTION 608. Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

SECTION 609. Corporate Trustee Required; Eligibility.

There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be the Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least U.S.$50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article Six shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Issuer and the Guarantors. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the

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resigning Trustee may petition any court of competent jurisdiction, at the expense of the Issuer and the Guarantors, for the appointment of a successor Trustee with respect to the Securities of such series.

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Issuer and the Guarantors. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Issuer and the Guarantors, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

If at any time:

(1) the Trustee shall fail to comply with Section 608 after written request therefor by the Issuer or any Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months;

(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Issuer or any Guarantor or by any such Holder; or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (A) the Issuer or any Guarantor by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Issuer and the Guarantors, by Board Resolutions, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the Issuer, the Guarantors and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance

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with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer and the Guarantors. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Issuer and the Guarantors or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Issuer shall give notice, or shall cause the Security Registrar to give notice, of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer, the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer, the Guarantors or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver a supplemental indenture hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and

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that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuer or any successor Trustee, such retiring Trustee shall, upon payment of its charges, duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the Issuer and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or other entity succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided such Person shall be otherwise qualified and eligible under this Article, without execution or filing of any paper or any further act on the part of any of the parties hereto. As soon as practicable, the successor Trustee shall mail a notice of its succession to the Issuer, the Guarantors and the Holders of the Securities then Outstanding. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee and itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Issuer or Guarantors.

If and when the Trustee shall be or become a creditor of the Issuer or a Guarantor (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Issuer or a Guarantor (or any such other obligor).

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SECTION 614. Appointment of Authenticating Agent.

The Trustee with the consent of the Issuer and the Guarantors, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities of the Issuer which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, except upon original issue or pursuant to Section 306, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuer and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than U.S.$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be the combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 614.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee, to the Issuer and to the Guarantors. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, to the Issuer and to each of the Guarantors. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614.

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The Issuer agrees to pay to such Authenticating Agent from time to time reasonable compensation for its services under this Section 614.

If an appointment with respect to one or more series is made pursuant to this Section 614, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities referred to in the within-mentioned Indenture.

WILMINGTON TRUST COMPANY,
as Trustee
By:
	as Authenticating Agent
By:
	Authorized Signatory

If all of the Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Issuer wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Issuer in writing or by facsimile (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Issuer with respect of such series of Securities.

SECTION 615. Trustee’s Duties Regarding Reductions of Capital.

Each Holder hereby consents to the Issuer or any Guarantor applying to a court of competent jurisdiction for an order sanctioning a reduction in any of its share capital accounts including, without limitation, by re-characterizing any sum standing to the credit of a share premium account as a distributable reserve (a “Reduction of Capital”). Each Holder hereby agrees that the Trustee, on behalf of the Holder, is authorized and directed to give its consent to any such Reduction of Capital.

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ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUER AND GUARANTOR

SECTION 701. Issuer to Furnish Trustee Names and Addresses of Holders.

The Issuer and the Guarantors shall furnish or cause the Security Registrar to furnish to the Trustee:

(a) semi-annually, not later than ten days after each Regular Record Date with respect to each series of Securities, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Outstanding Securities of such series as of such Regular Record Date, and

(b) at such other times as the Trustee may reasonably request in writing, within 30 days after the receipt by the Issuer or the Guarantors, as the case may be, of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

SECTION 702. Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

The rights of Holders of the Securities of any series to communicate with other Holders of Securities of such series with respect to their rights under this Indenture or under the Securities or the Guarantees, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Issuer, the Guarantors and the Trustee that none of the Issuer, the Guarantors or the Trustee nor any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act or other applicable law.

SECTION 703. Reports by Trustee.

Within 60 days of each June 30, beginning with [June 30, 2009], the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

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A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Issuer. The Issuer shall promptly notify the Trustee in writing when any Securities are listed on any stock exchange and of any delisting thereof.

SECTION 704. Reports by Issuer and Guarantors.

(a) The Issuer and the Guarantors shall file with the Trustee and the Commission, and transmit to Holders of Securities, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission pursuant to Section 1013.

(b) With respect to the Securities of any series and for so long as the Securities of such series are Outstanding, the Issuer and the Guarantors shall furnish to the Trustee as soon as practicable, at the expense of the Issuer and the Guarantors, and the Trustee shall promptly distribute to the Holders of Securities of such series, any other information as is specified in a supplemental indenture or Board Resolution as contemplated by Section 301 for Securities of such series.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s and/or the Guarantors’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Issuer or Guarantors May Consolidate, Etc. Only on Certain Terms.

Neither the Issuer nor any Guarantor may consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, unless:

(1) any Person formed by such consolidation or into which the Issuer or such Guarantor is merged or to whom the Issuer or such Guarantor has conveyed, transferred or leased all or substantially all of its properties and assets is a corporation, partnership, trust, company or other entity organized and validly existing under the laws of the United Kingdom or any jurisdiction thereof, Jersey, any jurisdiction included from time to time in the European Union (or its successors), the United States, any state thereof or the District of Columbia, and

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such Person expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, the Issuer’s or such Guarantor’s obligations on the Securities or the Guarantees, as the case may be, and under the Indenture (including any obligation to pay any Additional Amounts and, in the case of a Guarantor, the performance or observance of its Guarantee);

(2) in the case of such consolidation, merger, conveyance, transfer or lease by the Issuer or any Guarantor, immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;

(3) any such Person shall expressly agree, by an supplemental indenture hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, to indemnify the Holder of each Security of the Issuer against (i) any tax, duty, levy, assessment or governmental charge imposed on such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease, and (ii) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease; and

(4) the Issuer or such Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Notwithstanding the foregoing, this Section 801 shall not apply to any conveyance, transfer or lease of all or substantially all of the properties and assets of the Issuer or any Guarantor to the extent that the Person to which such properties or assets are conveyed, transferred or leased is a Guarantor of the Securities or becomes a Guarantor of the Securities concurrent with any such conveyance, transfer or lease of all or substantially all of the Issuer’s or such Guarantor’s properties and assets, or is a wholly-owned Subsidiary of any such Guarantor or person who so becomes a Guarantor.

SECTION 802. Successor Substituted.

Upon any consolidation of the Issuer or a Guarantor with, or merger of the Issuer or a Guarantor with or into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Issuer or a Guarantor, as the case may be, in accordance with Section 801, the successor Person formed by such consolidation or with or into which the Issuer or such Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Issuer or such Guarantor, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities or the Guarantees, as the case may be.

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ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures without Consent of Holders.

Without the consent of any Holders, the Issuer and the Guarantors when authorized by a Board Resolution of the Issuer and each Guarantor, as the case may be, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Issuer or a Guarantor and the assumption by any such successor of the covenants of the Issuer or such Guarantor herein and in the Securities or Guarantees; or

(2) to add to the covenants of the Issuer or a Guarantor or to surrender any right or power herein conferred upon the Issuer or a Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants or surrenders are to be for the benefit of less than all series of Securities, stating that such covenants or surrenders are expressly being included solely for the benefit of such series); or

(3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or

(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or

(6) to secure the Securities pursuant to the requirements of Article Ten or otherwise; or

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(7) to establish the form or terms of Securities of any series as permitted by Sections 201 or 301; or

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

(9) to modify the restrictions on the transferability of any Securities, and the procedures for resales and other transfers of the Securities to reflect any change in applicable law or regulation (or the interpretation thereof) or to provide alternative procedures in compliance with applicable law and practices relating to the resale or other transfer of restricted securities generally; or

(10) to add one or more additional guarantors of the obligations under the Securities and this Indenture for the benefit of all or any series of Securities; or

(11) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action pursuant to this clause (11) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or

(12) to amend this Indenture to conform the terms of any series of Securities with the description thereof set forth in the prospectus supplement and prospectus related thereto; or

(13) to make any other change that does not adversely affect the interests of the Holders of the Securities in any material respect; or

(14) to amend this Indenture to conform to the provisions of the Trust Indenture Act as in effect at the time of the execution of such supplemental indenture.

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (including, without limitation, consents obtained in connection with tender offers or exchange offers), by Act of said Holders delivered to the Issuer, the Guarantors and the Trustee, the Issuer and the Guarantors, when authorized by Board Resolutions of, respectively, the Issuer and each Guarantor, and the Trustee may enter into one or more supplemental indentures hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

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(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption or repurchase thereof, or change any obligation of the Issuer or the Guarantors to pay any Additional Amounts or reduce the amount of the principal of any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or modify in any way the Issuer’s obligation to pay Additional Amounts pursuant to Section 1007 or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repurchase, on or after the Redemption Date or the Repurchase Date), or

(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section 902, Section 513 or Section 1011, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 902 and Section 1011, or the deletion of this proviso, in accordance with the requirements of Sections 612 and 901(8), or

(4) change in any manner adverse to the interests of the Holders of Securities of any series the terms and conditions of the obligations of the Guarantors under their Guarantees in respect of the due and punctual payment of the principal thereof and any premium and interest thereon (and any Additional Amounts in respect thereof).

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

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SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, in addition to the documents required under Section 102, and (subject to Section 601 and 603) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent have been complied with. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby, except to the extent, if any, therein expressly provided otherwise.

SECTION 905. Conformity with Trust Indenture Act.

Subsequent to the qualification of this Indenture under the Trust Indenture Act, every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act.

SECTION 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Nine may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer and the Guarantors shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuer and the Guarantors, to any such supplemental indenture may be prepared and executed by the Issuer and such Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

The Issuer covenants and agrees for the benefit of each series of Securities of the Issuer that it shall duly and punctually pay the principal of, premium, if any, and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

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SECTION 1002. Maintenance of Office or Agency.

With respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.

With respect to any securities that are not in the form of a Global Security, the Issuer shall maintain in each Place of Payment, including, without limitation, in the Borough of Manhattan, The City of New York, an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Issuer may also from time to time designate one or more offices or agencies where the Securities of one or more series of the Issuer may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Guarantors shall maintain in each Place of Payment for any series of Securities to which their Guarantees apply an office or agency where Securities of such series may be presented or surrendered for payment pursuant to any Guarantee and where notices and demands to or upon the Guarantors in respect of any Guarantee and this Indenture may be served. The Guarantors shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Guarantors shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Guarantors hereby appoint the Trustee as their agent to receive all such presentations, surrenders and demands.

The Guarantors may also from time to time designate one or more other offices or agencies where the Securities of one or more series to which their Guarantees apply may

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be presented or surrendered for such purpose or where such notices or demands may be served and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve any Guarantor of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Guarantors shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 1003. Money for Security Payments to Be Held in Trust.

If the Issuer or any Guarantor shall at any time act as its own Paying Agent with respect to any series of Securities, it shall, on or before each due date of the principal of, premium, if any, or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and shall promptly notify the Trustee in writing of its action or failure so to act.

Whenever the Issuer shall have one or more Paying Agents for any series of Securities, it shall, on or prior to each due date of the principal of, premium, if any, or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided in the Trust Indenture Act in trust for the benefit of the Persons entitled to such principal or any premium or interest, and (unless such Paying Agent is the Trustee) the Issuer shall promptly notify the Trustee in writing of its action or failure so to act. If the Paying Agent pays out any amount due under the terms of the Securities on or after the due date therefor on the assumption that the corresponding payment for such amount has been or will be made by the Issuer and such payment has in fact not been so made by the Issuer prior to the time that the Paying Agent pays such amount, then the Issuer, on demand, shall reimburse the Paying Agent for such amount and pay interest to the Paying Agent on such amount from the date on which it is paid out to the date of reimbursement at a rate per annum equal to the cost to the Paying Agent of funding the amount paid out as certified by the Paying Agent and expressed as a rate per annum. Nothing in this Section 1003 shall require the Paying Agent to pay out any amount due under the terms of the Securities prior to receiving payment thereof from the Issuer or any Guarantor.

The Issuer shall cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Issuer or any Guarantor (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series or any Guarantee, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series or the Guarantees.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any

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Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer or any Guarantor, in trust for the payment of the principal of, premium, if any, or interest or Additional Amounts on any Security of any series and remaining unclaimed for two years after such principal, premium, interest or Additional Amounts has become due and payable shall be paid to the Issuer or to such Guarantor by the Trustee or such Paying Agent, or (if then held by the Issuer or such Guarantor) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer or the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer or such Guarantor as trustee thereof, shall thereupon cease.

SECTION 1004. Statement by Officers as to Default.

The Issuer and the Guarantors shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof, an Officers’ Certificate (one of which officers signing such certificate shall be, for the purposes of this Section 1004, the principal executive officer, the principal financial officer or the principal accounting office of the Issuer and the Guarantors), stating whether or not to the knowledge of the signers thereof the Issuer and the Guarantors are in compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and if the Issuer or any Guarantor, as the case may be, shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

The Issuer and the Guarantors shall deliver to the Trustee, as soon as possible and in any event within 10 days after the Issuer or any Guarantor becomes aware that a default or an Event of Default, or an event that, with notice or the lapse of time or both, would constitute an Event of Default, as the case may be, has occurred and is continuing, an Officers’ Certificate setting forth the details of such Event of Default or default and the action which the Issuer proposes to take with respect thereto.

SECTION 1005. Existence.

Subject to Article Eight, the Issuer and the Guarantors each shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Issuer and each Guarantor shall not be required to preserve any such right or franchise if its respective Board of Directors shall determine in a Board Resolution that the preservation thereof is no longer desirable in the conduct of the business of the Issuer or such Guarantor and that the loss thereof is not disadvantageous in any material respect to the Holders.

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SECTION 1006. Payment of Taxes and Other Claims.

The Issuer and the Guarantors shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Issuer or the Guarantors or upon the income, profits or property of the Issuer or the Guarantors, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Issuer or the Guarantors; provided, however, that the Issuer and the Guarantors shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which adequate reserves have been established.

SECTION 1007. Additional Amounts.

All payments pursuant to the Securities and the Guarantees shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, levies, assessments or governmental charges of whatever nature (“taxes”) imposed or levied by or on behalf of (i) the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or the Subsidiary Guarantors or any Parent Guarantor is incorporated or resident (or deemed for tax purposes to be resident), (ii) the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer or the Subsidiary Guarantors or any Parent Guarantor makes payment on the Securities or the Guarantees or (iii) the United States or any political subdivision or taxing authority thereof or therein (each, an “Applicable Taxing Jurisdiction”), unless such taxes are required by the Applicable Taxing Jurisdiction to be withheld or deducted. In that event, the Issuer or the Subsidiary Guarantors or any Parent Guarantor shall pay by way of additional interest on the Securities such additional amounts of, or in respect of, principal, premium, if any, and interest (“Additional Amounts”) as will result (after deduction of such taxes and any additional taxes payable in respect of such Additional Amounts) in the payment to each Holder of such Securities of the amounts which would have been payable in respect of such Security or Guarantee had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of:

(i) any taxes that would not have been imposed but for the fact that such Holder:

(a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Applicable Taxing Jurisdiction or otherwise had some connection with the Applicable Taxing Jurisdiction other than the mere ownership of, or receipt of payment under, such Security or Guarantee;

(b) presented (if presentation is required) such Security or Guarantee for payment in the Applicable Taxing Jurisdiction, unless such Security or Guarantee could not have been presented for payment in another member state of the European Union; or

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(c) presented (if presentation is required) such Security or Guarantee, as the case may be, more than thirty (30) days after the date on which the payment in respect of such Security first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security or Guarantee for payment on any day within such period of thirty (30) days;

(ii) any estate, inheritance, gift, sale, transfer, personal property or similar taxes;

(iii) any taxes that are payable otherwise than by withholding or deduction from payments of, or in respect of, principal of, premium, if any, or interest on the Securities or Guarantee, as the case may be;

(iv) any taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Issuer or any Guarantor addressed to the Holder and received by such Holder at least thirty (30) days prior to the first payment date with respect to which such information is required (a) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (a) or (b), is required or imposed by a statute, treaty, regulation or administrative practice of the Applicable Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(v) any tax imposed on a payment to an individual and required to be made pursuant to the European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced to conform to, such Directive;

(vi) any taxes payable by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Security or Guarantee to another Paying Agent in a member state of the European Union; or

(vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi);

nor shall Additional Amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any such Security or Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Applicable Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security.

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Whenever in this Indenture there is mentioned, in any context, payment pursuant to the Securities or the Guarantee such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 1007 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

The Issuer or the Guarantors shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Applicable Taxing Jurisdiction in accordance with applicable law. The Issuer or the Guarantors shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each Applicable Taxing Jurisdiction imposing such taxes and will provide such certified copies to each Holder. The Issuer or the Guarantors shall attach to each certified copy a certificate stating (x) that the amount of withholding taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Securities then outstanding and (y) the amount of such withholding taxes paid per U.S.$1,000 principal amount of the Securities. Copies of such documentation will be available for inspection during ordinary business hours at the office of the Trustee by the Holders of the Securities upon request and will be made available at the offices of the Paying Agent located in Luxembourg if the Securities are then listed on the Luxembourg Stock Exchange.

At least 30 days prior to each date on which any payment under or with respect to the Securities of a series or the related Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Issuer or the Guarantors shall be obligated to pay Additional Amounts with respect to such payment, the Issuer or the Guarantors shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Each such Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters.

If the Issuer or any Guarantor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than an Applicable Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Securities or the Guarantees, as the case may be, which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders as if references in such provision to “taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein).

The Issuer or the Guarantors shall pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which

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arise in any jurisdiction from the execution, delivery or registration of any Security or any other document or instrument referred to therein (other than a transfer of the Securities), or the receipt of any payments with respect to the Securities or the Guarantees, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside Luxembourg, the United States, the United Kingdom, Jersey, Ireland or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Securities, the Guarantees or any other such document or instrument following the occurrence of any Event of Default with respect to the Securities.

The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer or any Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

The Issuer undertakes that it will ensure that it maintains Paying Agents having offices in at least two major European cities and a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive and that at all times there shall at all times be a Paying Agent in a jurisdiction within continental Europe, other than the jurisdiction in which the Issuer or any Guarantor is incorporated.

SECTION 1008. Additional Guarantees.

If any direct or indirect parent of the Issuer, or any of the subsidiaries of WPP plc that is not a Guarantor, or any other subsidiary of any Parent Guarantor, becomes a guarantor of any of the Eurobonds, the Sterling Bonds or the USA Notes, then such guaranteeing entity shall:

(a) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such entity shall become a Guarantor of the debt securities; and

(b) deliver to the Trustee an opinion of counsel (which may contain customary exceptions) that such supplemental indenture and guarantee have been duly authorized, executed and delivered by such guaranteeing entity and constitute legal, valid, binding and enforceable obligations of such guaranteeing entity;

provided, however, that unless otherwise specified in a supplemental indenture, neither WPP Air 3 Limited, a company limited by shares incorporated in Ireland, nor Young & Rubicam Brands US Holdings, a private unlimited company organized and existing under the laws of England and Wales, shall be required to become a Guarantor of any Securities issued under this Indenture.

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SECTION 1009. Limitations on Security Interests.

(a) For so long as any Securities remain Outstanding under this Indenture, WPP plc shall not, and shall not permit its Restricted Subsidiaries to create, suffer or permit to subsist any Security Interest (except for Permitted Security Interests) on the whole or any part of their respective Property (whether owned as of the date of this Indenture or thereafter acquired) without making effective provision whereby all the Securities shall be directly secured equally and ratably with the obligation secured by such Security Interest.

(b) If, as provided in Section 1008, a direct or indirect parent of the WPP plc becomes a Guarantor of the Securities, then Section 1009(a) shall cease to have effect and the covenant set forth in this Section 1009(b) shall become operative and thereafter, for so long as any Securities remain Outstanding under this Indenture, the Parent Guarantor shall not, and shall not permit its Restricted Subsidiaries to create, suffer or permit to subsist any Security Interest (except for Permitted Security Interests) on the whole or any part of their respective Property (whether owned as of the date of this Indenture or thereafter acquired) without making effective provision whereby all the Securities shall be directly secured equally and ratably with the obligation secured by such Security Interest.

SECTION 1010. Limitation on Sale and Leaseback.

(a) For so long as any Securities remain Outstanding under this Indenture, WPP plc shall not, and shall not permit its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including WPP plc or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by WPP plc or such Subsidiary for a period, including renewals, in excess of three years of any assets which have been owned by WPP plc or any Restricted Subsidiary for more than 270 days and which have been or are to be sold or transferred by WPP plc or any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such assets (herein referred to as a “sale and leaseback transaction”) unless WPP plc or such Restricted Subsidiary, within one year after the sale or transfer will have been made by WPP plc or such Restricted Subsidiary, applies an amount equal to the net proceeds of the sale of the assets sold and leased back pursuant to such arrangement (i) to the retirement of Indebtedness incurred, assumed or guaranteed by WPP plc or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Indebtedness or (ii) to investment in any assets of WPP plc or any of its Subsidiaries (herein referred to as a “Permitted Sale and Leaseback Transaction”).

Notwithstanding the foregoing, WPP plc or any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to their respective assets in addition to those permitted above; provided, however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, WPP plc or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to

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create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the Securities shall be directly secured equally and ratably with such indebtedness.

(b) If, as provided in Section 1008, a direct or indirect parent of the WPP plc becomes a Guarantor of the Securities, then Section 1010(a) shall cease to have effect and the covenant set forth in this Section 1010(b) shall become operative and thereafter, for so long as any Securities remain Outstanding under this Indenture, the Parent Guarantor shall not, and shall not permit its Restricted Subsidiaries to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Parent Guarantor or any of its Subsidiaries), or to which any such lender or investor is a party, providing for the leasing by the Parent Guarantor or such Subsidiary for a period, including renewals, in excess of three years of any assets which have been owned by the Parent Guarantor or any Restricted Subsidiary for more than 270 days and which have been or are to be sold or transferred by the Parent Guarantor or any Restricted Subsidiary to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such assets (herein referred to as a “sale and leaseback transaction”) unless the Parent Guarantor or such Restricted Subsidiary, within one year after the sale or transfer will have been made by the Parent Guarantor or such Restricted Subsidiary, applies an amount equal to the net proceeds of the sale of the assets sold and leased back pursuant to such arrangement (i) to the retirement of Indebtedness incurred, assumed or guaranteed by the Parent Guarantor or any of its Subsidiaries which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than 12 months after the date of incurring, assuming or guaranteeing such Indebtedness or (ii) to investment in any assets of the Parent Guarantor or any of its Subsidiaries (herein referred to as a “Permitted Sale and Leaseback Transaction”).

Notwithstanding the foregoing, the Parent Guarantor or any of its Restricted Subsidiaries may enter into sale and leaseback transactions with respect to their respective assets in addition to those permitted above; provided, however, that at the time of entering into such sale and leaseback transactions and after giving effect thereto, the Parent Guarantor or the Restricted Subsidiary would be entitled pursuant to any Permitted Security Interests to create, suffer or permit to subsist a Security Interest on such assets without making effective provision whereby all the Securities shall be directly secured equally and ratably with such indebtedness.

SECTION 1011. Waiver of Certain Covenants.

Except as otherwise established as contemplated by Section 301 for the Securities of any series, the Issuer and any Guarantor may, with respect to the Securities of such series of the Issuer, omit in any particular instance to comply with any term, provision or condition set forth in any covenant adopted by a supplemental indenture under Sections 301(19), 901(2) or 901(7) for the benefit of the Holders of such series, or in any of Sections 1005, 1006, 1009 or 1010, if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or

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generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the Guarantors and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

SECTION 1012. Indemnification of Judgment Currency.

The Issuer and the Guarantors shall indemnify the Trustee and any Holder of a Security against any loss incurred by the Trustee or such Holder, as the case may be, as a result of any judgment or order being given or made for any amount due under this Indenture or such Security and being expressed and paid in a currency (the “Judgment Currency”) other than Dollars, and as a result of any variation between (i) the rate of exchange at which the Dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars with the amount of the Judgment Currency actually received by the Trustee or such Holder. Notwithstanding the preceding sentence of this Section 1012, in the event that the amount of Dollars purchased by any Holder as a result of such indemnification exceeds the amount originally to be paid to such Holder, such Holder shall reimburse such excess to the Issuer or the Guarantors, as the case may be. The foregoing indemnity shall constitute a separate and independent obligation of the Issuer and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, Dollars.

SECTION 1013. Provision of Exchange Act Reports and Other Information.

To the extent that such reports are not available on the Commission’s website or WPP plc’s or the Parent Guarantor’s website, the Issuer or the Parent Guarantor, if any, shall furnish the Trustee, within 15 days after it files or furnishes the same with the Commission, copies of WPP plc’s annual report or any Parent Guarantor’s annual report and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which WPP plc or the Parent Guarantor, if any, is required to file with or furnish to the Commission pursuant to Section 13 or 15(d) of the Exchange Act, including its annual reports on Form 20-F and its reports on Form 6-K or copies of the information included in such reports on Form 6-K. To the extent that such reports are not available on the Commission’s website or WPP plc’s or the Parent Guarantor’s website, WPP plc or the Parent Guarantor shall make the same information, documents and other reports available, at its expense, to Holders who so request in writing. In the event that, in the future, neither WPP plc nor the Parent Guarantor is required to file such information, documents or other reports pursuant to Section 13 or 15(d) of the Exchange Act, WPP plc or the Parent Guarantor shall furnish on a reasonably prompt basis to the Trustee and Holders who so request in writing, substantially the same financial and other information that the WPP plc or the Parent Guarantor would be required to include and file in an annual report on Form 20-F and reports on Form 6-K.

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Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s and/or any Guarantor’s compliance with any of its respective covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

For so long as the Securities of a series are listed on a securities exchange, the Issuer or the Parent Guarantor, if any, shall make any reports or other information supplied to the Trustee pursuant to this Section available at the office of the Issuer’s paying agent or transfer agent in the jurisdiction where such exchange is located and shall notify such exchange of the occurrence of any Event of Default and, prior to publication of notice of such Event of Default in the jurisdiction where such exchange is located, submit a draft of the notice to the exchange.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms established as contemplated by Section 301 and (except as otherwise established as contemplated by Section 301 for the Securities of such series) in accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Issuer to redeem any Securities of any series of the Issuer shall be evidenced by a Board Resolution of the Issuer. In case of any redemption at the election of the Issuer of any of the Securities of any series of the Issuer (including any such redemption affecting only a single Security), the Issuer shall, at least 60 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the Redemption Price, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities established as contemplated by Section 301, the Issuer shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall

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be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Issuer in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

SECTION 1104. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price and accrued and unpaid interest, if any,

(3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,

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(4) that on the Redemption Date, the Redemption Price (together with any accrued and unpaid interest payable to, but excluding, the Redemption Date) will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and accrued and unpaid interest, if any, and

(6) the “CUSIP” or “ISIN” numbers, if any.

Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request given to the Trustee at least 15 days before the date such notice is to be given to the Holders (unless a shorter period is agreed to by the Trustee), by the Trustee in the name and at the expense of the Issuer, and shall be irrevocable.

SECTION 1105. Deposit of Redemption Price.

On or before 10:00 a.m., New York City time, any Redemption Date, the Issuer or the Guarantors shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, it shall segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest on, all the Securities which are to be redeemed on that date to, but excluding, the Redemption Date.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price applicable thereto, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued and unpaid interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Issuer or the Guarantors at the Redemption Price, together with accrued and unpaid interest to, but excluding, the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Date according to their terms and the provisions of Section 307.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any Redemption Price shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the terms of the Security established as contemplated by Section 301.

SECTION 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or

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a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

SECTION 1108. Optional Redemption Due to Changes in Tax Treatment.

If as the result of any change in or any amendment to the laws, regulations or published tax rulings of the Applicable Taxing Jurisdiction affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities or Guarantee thereof, which change or amendment becomes effective on or after the original issue date of such Securities, it is determined by the Issuer and the Guarantors that the Issuer or a Guarantor (x) would be required to pay any Additional Amounts pursuant to Section 1007 of this Indenture or the terms of any Security or Guarantee thereof in respect of interest on the next succeeding Interest Payment Date (assuming, in the case of a Guarantor, a payment in respect of such interest were required to be made by such Guarantor under its Guarantee thereof on such Interest Payment Date), and (y) such obligation cannot be avoided by the Issuer or such Guarantor taking reasonable measures available to it or such Guarantor (including by having payments with respect to Securities or Guarantees made by the Issuer or a Guarantor which would not be required to pay any Additional Amounts), the Issuer may, at its option, redeem all (but not less than all) the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon notice as provided in Sections 1102 and 1104, at a Redemption Price equal to 100 percent of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date fixed for redemption and Additional Amounts, if any; provided, however, that (a) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the Issuer or such Guarantor would be obligated to pay such Additional Amounts were a payment in respect of the Securities or the Guarantee thereof, as the case may be, then due and (b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect.

Prior to the mailing of any notice of redemption pursuant to this Section, the Issuer shall deliver to the Trustee (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that the Issuer or a Guarantor would be required to pay Additional Amounts on the next payment in respect of such Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by the Issuer or such Guarantor, taking reasonable measures available to it, and the Trustee shall be entitled to accept such opinion and Officers’ Certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the Holders of such Securities.

If (1) the Issuer or any Guarantor shall have on any date (the “Succession Date”) consolidated with or merged into, or conveyed or transferred or leased its properties and

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assets substantially as an entirety to, any Successor Person which is organized under the laws of any jurisdiction other than the jurisdiction in which the Issuer or such Guarantor is organized, (2) as the result of any change in or any amendment to the laws, regulations or published tax rulings of such jurisdiction of organization, or of any political subdivision or taxing authority thereof or therein, affecting taxation, or any change in the official administration, application or interpretation of such laws, regulations or published tax rulings either generally or in relation to any particular Securities or the Guarantees thereof, which change or amendment becomes effective on or after the Succession Date, such Successor Person would be required to pay any Additional Amounts pursuant to Section 801(3) hereof or the terms of any Security or the Guarantees thereof in respect of interest on any Securities on the next succeeding Interest Payment Date (assuming, in the case of a Successor Guarantor, that a payment in respect of such interest were required to be made by such Successor Guarantor under the Guarantee on such Interest Payment Date), and (3) such obligation cannot be avoided by the Successor Person taking reasonable measures available to it, the Issuer or such Successor Person may, at its option, redeem all (but not less than all) of the Securities of any series in respect of which such Additional Amounts would be so payable at any time, upon not less than 30 nor more than 60 days’ written notice as provided in Section 1102 and 1104, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date fixed for redemption and Additional Amounts, if any; provided, however, that (1) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which a Successor Person would be obligated to pay such Additional Amounts were a payment in respect of the Securities or Guarantee thereof, as the case may be, then due, and (2) at the time any such redemption notice is given, such obligation to pay such Additional Amounts must remain in effect.

Prior to the mailing of any notice of redemption pursuant to this Section, the Successor Person shall deliver to the Trustee (i) an Opinion of Counsel of independent tax counsel of recognized standing in the relevant jurisdiction to the effect that such Successor Person would be required to pay Additional Amounts on the next payment in respect of such Securities, and (ii) an Officers’ Certificate to the effect that such obligation cannot be avoided by the Successor Person taking reasonable measures available to it, and the Trustee shall accept such opinion and Officers’ Certificate as sufficient evidence of the satisfaction of the condition precedent set out above in which event it shall be conclusive and binding on the Holders of such Securities.

ARTICLE TWELVE

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1201. Option to Effect Defeasance or Covenant Defeasance.

Section 1202 and Section 1203 shall apply to the Outstanding Securities of any series (a “Defeasible Series”) to the extent that the terms of such Securities established as contemplated by Section 301 provide for such applicability.

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SECTION 1202. Defeasance and Discharge.

The Issuer and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to the Outstanding Securities of any Defeasible Series, as provided in this Section 1202 on and after the date the applicable conditions set forth in Section 1204 are satisfied (hereinafter called “Defeasance”) with respect to such Securities. For this purpose, such Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all their other respective obligations under the Securities of such series and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the written request and expense of the Issuer, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Securities of such series to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, any premium and interest and Additional Amounts on, such Securities of such series when payments are due, (2) the Issuer’s and the Guarantors’ obligations with respect to the Securities of such series under Sections 304, 305, 306, 1002, 1003, 1007 (to the extent then unknown) and 1012, (3) the rights (including without limitation, the rights set forth in Section 607), powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Issuer or the Guarantors may defease any Securities pursuant to this Section notwithstanding the prior Covenant Defeasance of such Securities pursuant to Section 1203.

SECTION 1203. Covenant Defeasance.

On and after the date the applicable conditions set forth in Section 1204 are satisfied (hereinafter called “Covenant Defeasance”) with respect to the Outstanding Securities of any Defeasible Series of the Issuer, pursuant to this Section 1203, (1) the Issuer and the Guarantors shall be released from their respective obligations under Section 801, 1005, 1006, 1009, 1010, 1011 and 1013, and any covenants established as contemplated by Section 301 or adopted by supplemental indenture hereto under Section 901(2) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections 501(3) and 501(4) or pursuant to Section 501(7) with respect to any obligations referred to in Clause (1) of this Section 1203 shall be deemed not to be or result in an Event of Default, in each case with respect to the Outstanding Securities of such series as provided in this Section. For this purpose, such Covenant Defeasance means that the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Article or by reason of any reference in any such Section or Article to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected thereby.

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SECTION 1204. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the Defeasance pursuant to Section 1202 or the Covenant Defeasance pursuant to Section 1203 of the Outstanding Securities of any Defeasible Series of the Issuer:

(a) The Issuer or any Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Outstanding Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on the Securities of such series on the respective Stated Maturities, in accordance with the terms of this Indenture and the Securities of such series.

As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

(b) The Issuer or any Guarantor shall have delivered to the Trustee Opinions of Counsel to the effect that (a) the beneficial owners of the Outstanding Securities of such series will not recognize gain or loss for U.S. Federal income tax purposes or be subject to any taxes or recognize gain or loss for income tax purposes in the jurisdictions in which the Issuer is organized, resident or carries on business as a result of the deposit and Defeasance or Covenant Defeasance to be effected with respect to the Outstanding Securities of such series and will be subject to U.S. Federal income tax and income taxes, capital gains and other taxes, including withholding taxes in such

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jurisdictions in the same amount, in the same manner and at the same times as would be the case if such deposit and Defeasance or Covenant Defeasance were not to occur, which in the case of Defeasance pursuant to Section 1202 must be based on a change in law or published ruling by the U.S. Internal Revenue Service and (b) the deposit shall not result in the Issuer being deemed an “investment company” required to register under the Investment Company Act.

(c) The Issuer or any Guarantor shall have delivered to the Trustee an Officers’ Certificate to the effect that the Securities of such series, if then listed on any securities exchange, will not be delisted as a result of such deposit.

(d) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Outstanding Securities of such series shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(e) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).

(f) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Issuer or any Guarantor is a party or by which it or they are bound.

(g) The Issuer or any Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

SECTION 1205. Deposited Money and US. Government Obligations to Be Held in Trust; Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1206, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1204 in respect of any Securities of the Issuer shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Issuer or any Guarantor acting as its own or their own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

The Issuer or the Guarantors, as the case may be, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1204 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

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Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer or the Guarantors, as the case may be, from time to time upon an Issuer Request any money or U.S. Government Obligations held by it as provided in Section 1204 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

SECTION 1206. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities of the Issuer by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Issuer and the Guarantors have been discharged or released pursuant to Section 1202 or 1203 shall be revived and reinstated, as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1205 with respect to such Securities in accordance with this Article; provided, however, that if the Issuer or any Guarantor makes any payment of principal of, premium, if any, or interest on any such Security following such reinstatement of its obligations, the Issuer or such Guarantor shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

ARTICLE THIRTEEN

GUARANTEE OF SECURITIES

SECTION 1301. Guarantee.

Each Guarantor hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Security of each series issued by the Issuer that has been authenticated and delivered by the Trustee, the due and punctual payment of the principal of and any premium and interest on such Security (and any Additional Amounts payable in respect thereof), when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, call for repurchase or otherwise, all in accordance with the terms of such Security and of this Indenture. Each Guarantee is a direct, unsubordinated and unsecured obligation of such Guarantor and ranks pari passu with all other unsubordinated and unsecured obligations of such Guarantor. Each Guarantor hereby agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of

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any Security of any series or this Indenture, any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantee; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor increase the principal amount of a Security or the interest rate thereon or increase any premium payable upon redemption thereof. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest thereon or as provided in Article Four, Section 802 or Article Twelve. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby.

Each Guarantor shall be subrogated to all rights of each Holder of Securities against the Issuer in respect of any amounts paid to such Holder by such Guarantor pursuant to the provisions of this Guarantee; provided, however, that such Guarantor shall not be entitled to enforce, or to receive any payments arising out of, or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full.

No past, present or future stockholder, officer, director, employee or incorporator of any Guarantor shall have any personal liability under the Guarantee set forth in this Section 1301 by reason of his or its status as such stockholder, officer, director, employee or incorporator.

SECTION 1302. Execution and Delivery of Indenture.

To further evidence a Guarantee set forth in Section 1301, each Guarantor hereby agrees that this Indenture, or a supplemental indenture hereto, shall be executed by either manual or facsimile signature of an Officer of such Guarantor. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.

Each of the Guarantors hereby agrees that its Guarantee set forth in Section 1301 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture, or an indenture supplemental hereto, no longer holds that office at the time the Trustee authenticates the Securities or at any time thereafter, such Guarantor’s Guarantee (pursuant to this Indenture) of such Security shall be valid nevertheless.

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The delivery of the Securities of any series by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees set forth in this Indenture on behalf of such Guarantor.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, as of the day and year first above written.

ISSUER:

Executed as a Deed by WPP Finance (UK)

acting by a director and its secretary/

two directors/a director/ its duly

appointed attorney
	Director
	Director / Secretary

in the presence of:

Witness’s signature:

Name:

Occupation:

Address:

[WPP Finance (UK) Indenture]

PARENT GUARANTOR:

WPP PLC,

By:

Name:

Title:

[WPP Finance (UK) Indenture]

GUARANTOR:

SIGNED SEALED AND DELIVERED

for and on behalf of

WPP AIR 1 LIMITED,

as Subsidiary Guarantor

by its lawfully appointed attorney

in the presence of:

Witness’ Name:

Witness’ address:

Occupation:

[WPP Finance (UK) Indenture]

GUARANTOR:

Executed as a Deed by WPP 2008 Limited

acting by a director and its secretary/

two directors/a director/ its duly

appointed attorney
	Director
	Director / Secretary

in the presence of:

Witness’s signature:

Name:

Occupation:

Address:

[WPP Finance (UK) Indenture]

GUARANTOR:

Executed as a Deed by WPP 2005 Limited

acting by a director and its secretary/

two directors/a director/ its duly

appointed attorney
	Director
	Director / Secretary

in the presence of:

Witness’s signature:

Name:

Occupation:

Address:

[WPP Finance (UK) Indenture]

TRUSTEE:

WILMINGTON TRUST COMPANY,

as Trustee

By:

Name:

Title:

[WPP Finance (UK) Indenture]

EX-5.1

Exhibit 5.1

1740 Broadway	T: 212.468.4800	www.dglaw.com
New York, NY 10019	F: 212.468.4888

June 3, 2009

WPP Finance (UK)

WPP plc

WPP Air 1 Limited

WPP 2008 Limited

WPP 2005 Limited

6 Ely Place

Dublin 2, Ireland

Ladies and Gentlemen:

We have acted as U.S. counsel to WPP Finance (UK), a private unlimited liability company incorporated under the laws of England and Wales (the “Company”), WPP plc, a public company limited by shares in Jersey (“WPP”), WPP AIR 1 Limited, a company limited by shares in Ireland (“WPP Air 1”), WPP 2008 Limited, a private limited company incorporated under the laws of England and Wales (“WPP 2008”) and WPP 2005 Limited, a private limited company incorporated under the laws of England and Wales (together with WPP, WPP Air 1 and WPP 2008 collectively, the “Guarantors”), in connection with the preparation of the Registration Statement on Form F-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering from time to time, together or separately and in one or more series (if applicable), of debt securities of the Company with or without guarantees of the Guarantors (the “Debt Securities” and the “Guarantees,” respectively). The Debt Securities and Guarantees are referred to herein collectively as the “Securities.” The Securities being registered under the Registration Statement will be offered pursuant to the provisions of Rule 415 under the Securities Act.

Unless otherwise provided in a prospectus supplement forming part of the Registration Statement relating to a particular series of Debt Securities, the Debt Securities and the Guarantees are to be issued or granted under an indenture (the “Indenture”) to be entered into among the Company, the Guarantors and Wilmington Trust Company, as trustee (the “Trustee”).

In rendering the opinions expressed below, we have examined the Registration Statement, including the Indenture, which is incorporated by reference therein as an exhibit. The Indenture, the Debt Securities and the Guarantees are referred to collectively herein as the “Agreements.” We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and letters of public officials, such other instruments and such legal matters as we have deemed necessary as the basis for the opinions hereinafter expressed.

DAVIS & GILBERT LLP

WPP Finance (UK)

WPP plc

WPP Air 1 Limited

WPP 2008 Limited

WPP 2005 Limited

June 3, 2009

Page 2

For the purposes hereof, we have assumed, with your permission and without independent verification of any kind: (a) that the signatures of persons signing all documents in connection with which this opinion is rendered are genuine and authorized; (b) the legal capacity of all natural persons; (c) that all documents submitted to us as originals or duplicate originals are authentic; (d) that all documents submitted to us as copies, whether certified or not, conform to authentic original documents; and (e) that the Agreements will conform to the forms thereof that we have reviewed. As to questions of fact relevant to this opinion, we have assumed the accuracy of the representations and warranties of the Company and the Guarantors in the applicable Agreements and have relied upon certificates and oral or written statements and other information of public officials, officers and representatives of the Company and the Guarantors.

In rendering the opinions expressed below, we have assumed, with your permission and without any independent investigation or verification of any kind, that: (i) each party to the Agreements (individually, the “Party” and collectively, the “Parties”) has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation and of each other jurisdiction in which the conduct of its business or the ownership of its property makes qualification to do business necessary; (ii) each of the Parties has full power and authority to execute, deliver and perform the Agreements to which it is or will be a party; (iii) the Agreements have been duly authorized by all necessary corporate action on the part of the Company and the Guarantors and will be duly executed and delivered by the Company and the Guarantors, (iv) the execution, delivery and performance of the Agreements by each of the Parties does not and will not violate the charter, by-laws, memorandum of association, articles of association or other organizational documents of any of the Parties; and (v) the performance of all obligations of the Trustee under the Indenture has been duly authorized by all requisite action by the Trustee, and the Indenture has been duly executed and delivered by the Trustee and is a valid and binding agreement of the Trustee enforceable against the Trustee in accordance with their terms.

We have also assumed that, so far as the laws of England, Jersey and Ireland are concerned, the Agreements will constitute legal, valid and binding obligations of the Company and the Guarantors and that such laws do not qualify or affect our opinions as set out below.

DAVIS & GILBERT LLP

WPP Finance (UK)

WPP plc

WPP Air 1 Limited

WPP 2008 Limited

WPP 2005 Limited

June 3, 2009

Page 3

Based on the foregoing, and such examination of law as we have deemed necessary, and subject to the further assumptions and qualifications set forth below, we are of the opinion that:

1. Assuming due authentication of the Debt Securities by the Trustee, the Debt Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.

2. Assuming due authentication of the Debt Securities by the Trustee, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms and entitled to the benefits of the Indenture.

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company or the Guarantors, we have assumed that the Company, the Guarantors and each other party to such agreement or obligation has satisfied or, prior to the issuance of the Debt Securities, will satisfy those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company and the Guarantors regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities in relation to transactions of the kind contemplated in the Registration Statement).

In rendering the opinions expressed above, we have further assumed that (i) the Registration Statement will be effective and will comply with all applicable laws at the time any Securities are offered, issued or granted as contemplated by the Registration Statement, (ii) the terms of all Debt Securities and Guarantees will conform to the forms thereof contained in the Indenture, and the terms of all Securities will not violate any applicable law or conflict with any matter of public policy in New York, result in a default under or breach of any agreement or instrument binding upon the Company or the Guarantors, as the case may be, or violate any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantors, as applicable, (iii) the Securities will be sold and delivered to, and paid for by, the purchasers at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed and delivered by the parties thereto, (iv) the Company will authorize, approve and establish the final terms and conditions of the offering and issuance of the Debt Securities, will enter, together with the Trustee, into any necessary

DAVIS & GILBERT LLP

WPP Finance (UK)

WPP plc

WPP Air 1 Limited

WPP 2008 Limited

WPP 2005 Limited

June 3, 2009

Page 4

supplemental indenture relating to such Securities and will take any other appropriate additional corporate action, (v) the Guarantors will authorize, approve and establish the final terms and conditions of the offering and issuance or grant of the Guarantees, will enter, together with the Trustee, into any necessary supplemental indenture relating to such Securities and will take any other appropriate additional corporate action, and (vi) certificates, if required, representing the Securities, will be duly executed and delivered and, to the extent required by the applicable indenture, duly authenticated and countersigned.

We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Securities where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist. We note that the designation in Section 114 of the Indenture of the U.S. federal courts sitting in New York City as the venue for actions or proceedings relating to the Debt Securities or the Indenture is (notwithstanding the waiver in Section 114) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such an action or proceeding.

We note that by statute New York provides that a judgment or decree rendered in a currency other than the currency of the United States shall be converted into U.S. dollars at a rate of exchange prevailing on the date of entry of the judgment or decree. There is no corresponding federal statute and no controlling federal court decision on this issue. Accordingly, we express no opinion as to whether a federal court would award a judgment in a currency other than U.S. dollars or, if it did so, whether such court would order the conversion of such judgment into U.S. dollars.

We express no opinion as to (i) the enforceability of Section 1012 of the Indenture providing for indemnification by the Company and the Guarantors of the Trustee and the holders of the Debt Securities against any loss in obtaining the currency due to the Trustee or such holders of the Debt Securities from a court judgment in another currency, (ii) the effect of any failure to provide the Guarantor with written notice of any default that would require a payment under the Agreements or (iii) the effect of any modification or amendment to the Agreements that materially affects the obligations of the Guarantor without the consent of the Guarantor.

Our opinions are subject to the qualifications that:

A. Under New York law a court may refuse to enforce, or may limit the application of, a contract or a clause thereof that the court finds unconscionable.

DAVIS & GILBERT LLP

WPP Finance (UK)

WPP plc

WPP Air 1 Limited

WPP 2008 Limited

WPP 2005 Limited

June 3, 2009

Page 5

B. We express no opinion as to any matter that is affected by any actual fact or circumstance inconsistent with or contrary to any assumption set forth herein or in any document referred to herein.

C. The opinions set forth in paragraphs 1 and 2 above are subject to the effect of any bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing. Accordingly, no opinion is given herein as to the availability of specific performance or equitable relief of any kind, or the effect of any law of any jurisdiction regarding fraudulent conveyance or fraudulent transfer.

D. No opinion is given herein as to (i) the availability of the right to accelerate any obligation and certain remedies provided for in the Agreements in the event of a nonmaterial default or (ii) the enforceability of any provision of the Agreements relating to cumulation of remedies or waiving the remedy of specific performance.

E. We express no opinion as to the enforceability of (i) provisions that purport to establish evidentiary standards, (ii) provisions exculpating a party from, or indemnifying a party for (or entitling a party to contribution in a case involving), its own negligence, willful misconduct or violation of securities or other laws, (iii) provisions relating to the discharge of defenses or disclaimers, liability limitations or limitations of the obligations of the Company or the Guarantors under any of the Agreements, (iv) provisions relating to choice of law, or (v) provisions purporting to waive illegality as a defense to performance of contract obligations.

F. We express no opinion as to the enforceability of any section of the Agreements to the extent it purports to waive any objection a person may have that a suit, action or proceeding has been brought in an inconvenient forum.

G. We express no opinion with respect to the effect of any provision of the Agreements that (i) is intended to permit modification thereof only by means of an agreement signed in writing by the parties thereto, or (ii) imposes penalties or forfeitures.

DAVIS & GILBERT LLP

WPP Finance (UK)

WPP plc

WPP Air 1 Limited

WPP 2008 Limited

WPP 2005 Limited

June 3, 2009

Page 6

H. We express no opinion as to the enforceability of any contractual provision in the Agreements relating to waiver of jury trial, process or other procedural right, to the extent enforcement thereof is contrary to federal or state securities laws and the public policy underlying such laws.

I. We express no opinion as to the enforceability of any right or obligation to the extent that the same has been varied by course of dealing or performance.

In addition, we note that the waiver of defenses relating to the Guarantee in Section 1301 of the Indenture may be ineffective to the extent that any such defense involves a matter of public policy in New York.

The opinions set forth in this letter relate only to the federal laws of the United States of America and the laws of the State of New York.

This opinion letter is issued on the date hereof. Our engagement with respect to this opinion does not require and shall not be construed to constitute a continuing obligation on our part to notify or otherwise inform the addressees hereof of the amendment, repeal or other modification of the applicable laws or judicial decisions that served as the basis for our opinion or laws or judicial decisions hereafter enacted or rendered which impact on our opinion.

This letter is furnished by us as U.S. counsel to the Company and the Guarantors to you and is solely for your benefit and may not be furnished to or relied upon by any other person, firm or entity whatsoever for any purpose.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Validity of Securities” in the prospectus that is included in the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

            /s/ Davis & Gilbert LLP

EX-5.2

Exhibit 5.2

To:	Allen & Overy LLP One Bishops Square
WPP Finance (UK)	London E1 6AD United Kingdom
27 Farm Street
London	Tel +44 (0)20 3088 0000
W1J 5RJ	Fax +44 (0)20 3088 0088

WPP plc

6 Ely Place

Dublin 2

Ireland

WPP Air 1 Limited

6 Ely Place

Dublin 2

Ireland

WPP 2005 Limited

27 Farm Street

London

W1J 5RJ

WPP 2008 Limited

27 Farm Street

London

W1J 5RJ

Our Ref: MCTH/LOUC/16432-00510 ICM:8552298.5

3 June 2008

Dear Sirs,

We have acted as legal advisers to WPP Finance (UK) (the Issuer) and WPP plc, WPP Air 1 Limited, WPP 2008 Limited and WPP 2005 Limited (the Guarantors) as to English law in connection with the registration under the U.S. Securities Act of 1933, as amended (the Securities Act) of an indeterminate amount of debt securities from time to time at indeterminate prices (the Notes, which term shall also include the Global Notes (as defined below) except where the context otherwise requires). The Notes will be fully and unconditionally guaranteed by the Guarantors pursuant to guarantees (the Guarantees, and in each case a Guarantee which, together with the Notes, are referred to as the Securities). Unless otherwise provided in any prospectus supplement forming a part of the Registration Statement (as defined below) relating to a particular series of debt securities, the Securities are to be issued under and governed by a base indenture (the Base Indenture) among the Issuer, the Guarantors and Wilmington Trust as trustee (the Trustee).

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We understand that each series of Notes will be represented by a global Note in fully registered form, without coupons, which will be deposited with the Trustee as custodian for, and registered in the name of a nominee of, The Depository Trust Company (DTC) in New York, for the accounts of its participants (the Global Notes).

We have examined copies of:

(a) the Memorandum and Articles of Association of the Issuer, certified as being those now in force;

(b) the Memorandum and Articles of Association of each of WPP 2008 Limited and WPP 2005 Limited, certified as being those now in force;

(c) a certified copy of the minutes of a meeting of the Board of Directors of the Issuer passed on 26 May 2009 ;

(d) a certified copy of the minutes of a meeting of the Board of Directors of WPP 2008 Limited passed on 26 May 2009;

(e) a certified copy of the minutes of a meeting of the Board of Directors of WPP 2005 Limited passed on 26 May 2009;

(f) a certificate from a director of the Issuer as to, inter alia, the resolutions passed at meetings referred to in (c) above and to the effect that there will be no contravention of any borrowing limit to which the Issuer is subject as a result of the issue of the Notes by the Issuer;

(g) a certificate from a director of WPP 2008 Limited as to, inter alia, the resolutions passed at meetings referred to in (d) above and to the effect that there will be no contravention of any borrowing limit to which WPP 2008 Limited is subject as a result of the issue of the Notes and the giving of the Guarantees in respect of the Notes by the Guarantors;

(h) a certificate from a director of WPP 2005 Limited as to, inter alia, the resolutions passed at meetings referred to in (e) above and to the effect that there will be no contravention of any borrowing limit to which WPP 2005 Limited is subject as a result of the issue of the Notes and the giving of the Guarantees in respect of the Notes by the Guarantors;

(i) the final registration statement relating to the Notes and the Guarantees (the Registration Statement) dated 3 June 2009;

(j) the form of Base Indenture as set out in Exhibit 4.1 to the Registration Statement;

(k) the Preliminary Prospectus dated 3 June 2009;

(l) the form of the Global Notes as set out in the Base Indenture; and

(m) the documents specified in the schedule to this letter (the English Debt Documents).

Our opinion is confined solely to English law.

The Base Indenture and the Securities are expressed to be governed by the laws of the State of New York. We have made no investigation of such laws and do not express or imply any opinion on such laws. In addition, we have assumed that, so far as the laws of the State of New York and US securities laws are concerned, the Base Indenture and the Securities constitute legal, valid and binding obligations of the Issuer and the Guarantors and that such laws do not qualify or affect our opinion as set out below.

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We have also assumed (with your agreement) that:

(a) insofar as any obligation falls to be performed in any jurisdiction outside England, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;

(b) all signatures on the executed documents which, or copies (including whether photocopies, certified copies facsimile copies or electronic copies) of which, we have examined are genuine and that such copies confirm to the original documents executed;

(c) each of the parties to the Base Indenture, other than the Issuer, WPP 2008 Limited and WPP 2005 Limited, is able lawfully to enter into such Base Indenture;

(d) the execution and delivery of the Base Indenture have been duly authorised by each of the parties thereto, other than the Issuer, WPP 2008 Limited and WPP 2005 Limited, and that the Base Indenture will be duly executed and delivered by each of the parties thereto substantially in the form examined by us;

(e) each of the parties to the Base Indenture who is carrying on, or purporting to carry on, any regulated activity in the United Kingdom is an authorised person permitted to carry on that relevant regulated activity or an exempt person in respect of that regulated activity under the Financial Services and Markets Act 2000 (the FSMA) and the Base Indenture will not be entered into in consequence of a communication made in breach of section 21(1) of the FSMA;

(f) the Notes of each tranche will have been duly prepared and completed in accordance with the provisions and arrangements contained or described in the Base Indenture and will be in the form of the Global Notes as provided for and set out in the Base Indenture;

(g) the Memorandum and Articles of Association of the Issuer, WPP 2008 Limited and WPP 2005 Limited which we have examined are those in force and the resolutions of the Boards of Directors of the Issuer and the resolutions of the Board of Directors of WPP 2008 Limited and WPP 2005 Limited which we have examined were passed at meetings duly convened and held, have not been amended, rescinded, modified or revoked and are in full force and effect and the certifications referred to in (a) to (h) above are true and accurate;

(h) neither the issue of the Notes nor the giving of the Guarantees will cause any limit on borrowings to which any of the Issuer, WPP 2008 Limited or WPP 2005 Limited is subject to be exceeded;

(i) the absence of any other arrangements between any of the parties to the Base Indenture, the Securities or the English Debt Documents which modify or supersede any of their terms;

(j) the Issuer is not an authorised person or exempt person in relation to the regulated activity of accepting deposits under FSMA;

(k) the Issuer is resident in the United Kingdom for United Kingdom tax purposes and is resident nowhere else;

(l) no request will be made to admit any Note to trading on a regulated market situated or operating in the United Kingdom;

(m) no steps have been, or will be, taken to have the Registration Statement treated as an approved prospectus under section 87H of the FSMA;

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(n) having had regard to all matters they considered relevant (including those set out in section 172 of the Companies Act 2006), the Directors each of WPP 2005 Limited and WPP 2008 Limited considered that the giving of the relevant Guarantees would promote the success of WPP 2008 Limited or, as the case may be, WPP 2005 Limited for the benefit of its members as a whole; and

(o) all documents presented to us as originals are true and accurate and all documents submitted to us as copies (including faxed copies) conform with the originals and that any documents in draft form which we have examined for the purposes hereof will not change when in final form in such a way as could affect our opinion herein.

On the basis of the foregoing, and having regard to such legal considerations as we deem relevant and subject as set out below, we are of the opinion that:

1. The issue of the Notes has been duly authorised by the Issuer and, so far as English law is concerned, when (a) the Registration Statement has become effective under the Securities Act, (b) the Base Indenture has been duly executed and delivered by the parties thereto and (c) the Notes have been duly executed and authenticated in accordance with the Base Indenture and delivered in the manner provided in the Base Indenture, there is no reason why the obligations assumed by the Issuer under the Notes should not constitute the legal, valid, binding and enforceable obligations of the Issuer.

2. The giving of the Guarantees has been duly authorised by WPP 2008 Limited and WPP 2005 Limited and, so far as English law is concerned, when (a) the Registration Statement has become effective under the Securities Act, (b) the Base Indenture has been duly executed and delivered by the parties thereto and (c) the Guarantees have been duly executed in accordance with the Base Indenture, there is no reason why the obligations assumed by WPP 2008 Limited and WPP 2005 Limited under the Guarantees should not constitute the legal, valid, binding and enforceable obligations of WPP 2008 Limited and WPP 2005 Limited, respectively.

Nothing in this opinion shall be taken as implying that an English court would exercise jurisdiction in any proceedings relating to the Base Indenture or accordingly that any remedy would be available in England for the enforcement of obligations arising under the Base Indenture.

This opinion is subject to the following:

(a) There could be circumstances in which an English court would not treat as conclusive those certificates and determinations which the Base Indenture or the Securities state are to be so treated.

(b) Any provision in the Base Indenture which involves an indemnity for the costs of litigation is subject to the discretion of the court to decide whether and to what extent a party to litigation should be awarded the costs incurred by it in connection with the litigation.

(c) Any provision in any agreement or deed which amounts to an undertaking to assume the liability on account of the absence of payment of stamp duty or an indemnity to pay stamp duty may be void.

(d) As used in this opinion, the term enforceable means that each obligation or document is of a type and form enforced by the English courts. It is not certain, however, that each obligation or document will be enforced in accordance with its terms in every circumstance, enforcement being subject to, inter alia, the nature of the remedies available in the English courts, the acceptance by such courts of jurisdiction, the power of such courts to stay proceedings, the provisions of the fact that claims may be time-barred or subject to defences of set-off or counterclaim, and other principles of law and equity of general application and all applicable limitations resulting from the laws of bankruptcy, insolvency, liquidation, administration, reorganisation, moratorium, reconstruction or similar laws and general principles of law affecting the rights of creditors generally.

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(e) The Registration Statement has been prepared by the Issuer and the Guarantors, which have accepted responsibility for the information contained therein. We have not investigated or verified the truth or accuracy of the information contained in the Registration Statement, nor have we been responsible for ensuring that no material information has been omitted from it.

(f) The effectiveness of terms exculpating a party from a liability or duty otherwise owed is limited by law.

(g) Insofar as any obligation under the Base Indenture or the Securities is to be performed in any jurisdiction other than England and Wales, an English court may have to have regard to the law of that jurisdiction in relation to the manner of performance and the steps to be taken in the event of defective performance.

(h) We express no opinion as to whether specific performance, injunctive relief or any other form of equitable remedy would be available in respect of any obligation of the Issuer or the Guarantors under or in respect of the Base Indenture or the Securities.

(i) Any trust established pursuant to the Base Indenture may be set aside by an English court if at the time of the relevant deposit the Issuer or either WPP 2008 Limited or WPP 2005 Limited is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes unable to pay its debts within the meaning of that section as a consequence of the relevant deposit.

This opinion, which shall be construed in accordance with English law, is given to the Issuer and the Guarantors in connection with the registration under the Securities Act of the Notes.

We consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to us under the caption ‘Validity of Securities’ in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

This opinion is given on the basis of English law in force and applied by English courts at the date of this opinion and on the basis that there has been no amendment to, or termination or replacement of, any of the documents examined by us and no change in any of the facts assumed by us for the purposes of giving this opinion. It is also given on the basis that we have no obligation to notify any addressee of this opinion of any change in English law or its application after the date of this opinion.

Yours faithfully,

/s/ Allen & Overy LLP

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SCHEDULE

1. Terms and Conditions of the €750,000,000 6.625 per cent. Guaranteed Bonds due 2016 of WPP Group plc dated 12 May 2008 as supplemental by the Supplemental Trust Deed dated 14 November 2008.

2. Terms and Conditions of the €500,000,000 5.25 per cent. Guaranteed Bonds due 2015 £200,000,000 6.375 per cent. Guaranteed Bonds due 2020 of WPP Finance S.A. dated 2 November 2007 as supplemented by the Supplemental Trust Deed dated 14 November 2008.

3. Terms and Conditions of the £400,000,000 6.0 per cent. Guaranteed Bonds due 2017 of WPP Group plc dated 2 April 2007 as supplemental by the Supplemental Trust Deed dated 14 November 2008.

4. Terms and Conditions of the €600,000,000 4.375 per cent. Guaranteed Bonds due 2013 of WPP Group plc dated 30 November 2006 as supplemental by the Supplemental Trust Deed dated 14 November 2008.

5. Terms and Conditions of the £450,000,000 5.75 per cent. Guaranteed Convertible Bonds due 2014 of WPP plc dated 14 May 2009.

6. U.S.$1,600,000,000 Revolving Credit Facility Agreement (including U.S.$1,400,000,000 Swingline Facility) originally dated 23 August 2005 in favour of WPP Group plc, WPP Finance Co. Limited and WPP Group U. S. Finance Corp as amended and restated by a supplemental agreement dated 17 November 2008.

7. £650,000,000 Term Facility Agreement originally dated 9 July 2008 in favour of WPP Group plc and WPP Finance Co. Limited as amended and restated by a supplemental agreement dated 17 November 2008.

8. £600,000,000 Revolving Credit Facility originally dated 9 July 2008 in favour of WPP Group plc and WPP Finance Co. Limited as amended and restated by a supplemental agreement dated 17 November 2008.

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EX-5.3

Exhibit 5.3

Mourant du Feu & Jeune

22 Grenville Street

St Helier

Jersey JE4 8PX

Channel Islands

T +44 (0)1534 609 000

F +44 (0)1534 609 333

www.mourant.com

WPP Finance (UK) 27 Farm Street London W1J 5RJ   WPP Air 1 Limited 6 Ely Place Dublin 2 Ireland   WPP 2008 Limited 27 Farm Street London W1J 5RJ WPP plc 6 Ely Place Dublin 2 Ireland   WPP 2005 Limited 27 Farm Street London W1J 5RJ

3 June 2009

Our ref: 2044790/WILLI/MdFJ/1960584/4

Dear Sirs

WPP plc (the “Parent Guarantor”) - guarantee of debt securities to be issued by WPP Finance (UK) (the “Issuer”)

We act as the Jersey legal counsel to the Parent Guarantor.

We understand that pursuant to the Base Indenture (as defined below), the Issuer may, from time to time, issue debt securities (“Securities”) under the US Securities Act of 1933, as amended (the “Securities Act”), in one or more series (each, a “Series”) by executing a supplemental indenture (each, a “Supplemental Indenture”) which constitutes, and sets out the specific terms of, the Securities of the relevant Series.

We also understand that the Securities of each Series will be:

(a) guaranteed by the Parent Guarantor, WPP 2005 Limited, WPP 2008 Limited and WPP Air 1 Limited (together, the “Guarantors”), pursuant to a guarantee (the “Guarantee”) for the Securities of that Series contained in Section 1301 of the Base Indenture;

(b) registered under the Securities Act and will be offered to US investors pursuant to the Base Prospectus (as defined below) and a supplemental prospectus (each, a “Supplemental Prospectus”) for the Securities of that Series; and

(c) represented by a global security in registered form (each, a “Global Security”) for the Securities of that Series to be issued by the Issuer in the form set out in Article Two of the Base Indenture.

We have been asked by the Parent Guarantor to give this opinion in connection with the registration of Securities under the Securities Act.

1. Documents examined

1.1 In this regard we have examined copies of the following documents:

(a) the indenture (the “Base Indenture”) to be entered into between the Issuer as issuer, the Guarantors as guarantors and Wilmington Trust Company (the “Trustee”) as trustee;

Mourant du Feu & Jeune is a Jersey partnership

Partners: D J Birtwistle, G R P Corbin, N C Davies, E C Devenport, S J V Felton, S M Gould, T J Herbert, R A Hickling, J E Hill, I C James, B H Lacey, W Lambert, M E Millar, J H Rainer, J A Richomme, G A Rigby, J D Rigby, B C Robins, J F Ruane, J P Speck, A J R Syvret, J C Walker, N J Weston. Senior Associates: M J D Crill, M Eccles, M J Haines, N M Hamel, J Harvey-Hills, H E Ruelle, R Khiani, B Lincoln, G A Pollano. Consultants: K S Baker, E A Breen, C E Coutanche, J D P Crill, R R Jeune C B E, P de C Mourant

Cayman - Guernsey - Jersey - London

Page 2

WPP Finance (UK) and others

3 June 2009

(b) a registration statement on Form F-3 (the “Registration Statement”) relating to the Securities, which includes a base prospectus dated 3 June 2009 (the “Base Prospectus”);

(c) an extract of each of the minutes of:

(i) a meeting of the board of directors of the Parent Guarantor held on 3 April 2009; and

(ii) a meeting of the board of directors of the Parent Guarantor held on 22 May 2009,

at which the directors resolved (among other things) to approve, in principle, the Parent Guarantor’s guarantee of each Series of Securities and to establish a securities committee (the “Securities Committee”) of the board of directors with power to (among other things) approve the Parent Guarantor’s entry into the Base Indenture and each Supplemental Indenture and its guarantee of each Series of Securities;

(d) resolutions of the Securities Committee passed in writing on 26 May 2009 (the “Securities Committee Resolutions”) pursuant to which the Securities Committee resolved (among other things) that the Parent Guarantor should enter into the Base Indenture; and

(e) the Parent Guarantor’s memorandum and articles of association.

1.2 We have not examined for these purposes any other agreements or other documents (the “Other Documents”) to be entered into by the Parent Guarantor (including, without limitation, any Supplemental Indenture or any documents incorporated by reference in or otherwise referred to in the Base Indenture or the Registration Statement) and we offer no opinion on any such Other Document.

2. Assumptions

For the purposes of giving this opinion we have assumed:

2.1 that the signatures on all documents executed by the Parent Guarantor are the signatures of the person authorised to execute the documents by the Parent Guarantor and the genuineness of all other signatures and the authenticity of all documents and certificates submitted to us as originals or copies (including by facsimile or email) and that where incomplete documents or signature pages only have been supplied to us for the purposes of issuing this opinion, that the original has been duly completed and corresponds in all material respects with the last version of the documents received by us prior to giving this opinion;

2.2 the completeness and conformity to original documents of all copies submitted to us;

2.3 the accuracy and completeness in every respect of all certificates of officers or authorised signatories of the Parent Guarantor given to us for the purposes of giving this opinion, and that where such certificates are dated prior to the date of this opinion, such certificates are accurate on the date of this opinion;

2.4 that there are no documents or arrangements in existence between the parties to the transactions which materially affect, amend or vary the terms of such transactions as disclosed by the Base Indenture and the Registration Statement;

2.5 that the Base Indenture will be duly dated, executed and delivered by each party to it in a form that is, in all material respects, the same as the last version of the Base Indenture received by us;

2.6 that each of the Base Indenture and each Supplemental Indenture will be valid, binding and enforceable in accordance with its terms as a matter of every applicable law other than Jersey law;

2.7 that the opinion expressed below will be affected by the laws (including public policy) of any jurisdiction outside Jersey and in particular but without limiting the generality of the foregoing:

(a) that there are no provisions of the laws of any jurisdiction outside Jersey which would be contravened by the execution, delivery or performance of the Base Indenture or any Supplemental Indenture; and

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(b) that there has been, and there will be, due compliance with all matters of every applicable law (other than Jersey law);

2.8 that each of the parties (other than the Parent Guarantor as a matter of Jersey law):

(a) has capacity and power;

(b) has fulfilled all internal authorisation procedures and (other than as a matter of Jersey law) applicable formalities; and

(c) has obtained all necessary agreements, consents, licences or qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any contract binding upon it),

to execute, deliver and perform its obligations under the Base Indenture and each Supplemental Indenture and that the Base Indenture and each Supplemental Indenture will be binding upon each such party;

2.9 that the Base Indenture and each Supplemental Indenture will be entered into, and each of the transactions referred to therein will be carried out by each of the parties thereto or referred to therein in good faith, for the purpose of carrying on their respective businesses, for the benefit of each of them respectively, for commercial purposes, and on arm’s length commercial terms;

2.10 that the Parent Guarantor is not insolvent or unable to pay its debts as they fall due and will not become insolvent or unable to pay its debts as they fall due as a result of its entry into the transactions pursuant to the Base Indenture or any Supplemental Indenture;

2.11 that the Parent Guarantor, in entering into the Base Indenture and each Supplemental Indenture, will be acting as a principal on its own behalf and not on behalf of any other person or in any other capacity;

2.12 that, for each Series of Securities, prior to the issue of that Series of Securities:

(a) the Issuer and the Guarantors will prepare and file with the US Securities and Exchange Commission a Supplemental Prospectus; and

(b) the Issuer, the Guarantors and the Trustee will execute and deliver a Supplemental Indenture governed by New York law,

which set outs the terms and conditions for the Securities of that Series;

2.13 that the powers conferred on the Securities Committee, as set out in each extract referred to in paragraph 1.1(c) above, will remain in full force and effect and will not be amended or revoked;

2.14 that, in relation to each Series of Securities, the Securities Committee will duly approve and authorise, in accordance with the Parent Guarantor’s articles of association, the Parent Guarantor’s entry into, and execution of, the Supplemental Indenture for that Series of Securities;

2.15 that, for each Series of Securities, the Global Security for that Series of Securities will:

(a) be fully and properly completed to reflect the terms and conditions of the Securities of that Series; and

(b) be duly executed by the Issuer and duly dated, authenticated, issued and delivered in accordance with the Base Indenture,

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and all necessary entries will be made in the Securities Register (as defined in the Base Indenture) in respect of the issue of the Global Security;

2.16 that, for each Series of Securities, all necessary acts or formalities required under the Base Indenture to ensure that the Guarantee will be valid and effective in relation to that Series of Securities will be taken or observed;

2.17 that the Parent Guarantor’s entry into, and the performance of its obligations (including its obligations under the Guarantee) under, the Base Indenture and each Supplemental Indenture will not cause the Parent Guarantor to breach the limitation on borrowing contained in Article 83 (Power to borrow money) of its articles of association;

2.18 that, in relation to each Series of Securities, none of the terms of the Supplemental Indenture for that Series of Securities would affect this opinion in any way;

2.19 that no money or other property of the Parent Guarantor over which the Trustee has, or purports to have, a lien under Section 607 of the Base Indenture is, or will be, situated in Jersey;

2.20 that notice of the Securities Committee Resolutions was duly given to each person named in paragraph 6(a) of the extract referred to in paragraph 1.1(c)(ii) above and that the Securities Committee Resolutions were duly signed in accordance with the Parent Guarantor’s articles of association and are in full force and effect at the date hereof and have not been revoked, superseded or amended; and

2.21 that no event occurs after the date of this opinion that would affect this opinion.

3. Limitation

For the purposes of issuing this opinion, we have only examined the documents listed in paragraph 1 above and have not conducted any searches or enquiries.

4. Opinion Certificate

This opinion is given in reliance upon the certificate of an authorised signatory of the Parent Guarantor, a copy of which is attached hereto.

5. Opinion

Subject as provided above and to the observations and qualifications hereinafter appearing and to matters not disclosed to us, we are of the opinion that, once the Base Indenture has been duly dated, executed and delivered by the parties to it, the obligations to be assumed by the Parent Guarantor under the Guarantee will constitute valid, legal, binding and enforceable obligations of the Parent Guarantor.

6. Qualifications and observations

Our opinion is subject to the following qualifications and observations.

6.1 Notwithstanding that the obligations in the Base Indenture are of a type which the Jersey courts would generally enforce, they may not necessarily be capable of enforcement in all circumstances in accordance with their terms. In particular, but without limitation:

(a) enforcement may be limited by bankruptcy, insolvency, re-organisation or liquidation or other laws of general application relating to, or affecting the rights of, creditors generally;

(b) enforcement may be limited by general principles of equity, for example equitable remedies may not be available where liquidated damages are considered to be an adequate remedy;

(c) claims may become barred by prescription or may be or become subject to rights of set-off or defences of counter-claim;

(d) where obligations are to be performed in a jurisdiction outside Jersey, they may not be enforceable in Jersey to the extent that performance would be illegal under the laws of the other jurisdiction;

(e) if the performance of payment obligations is contrary to the exchange control regulations of any country in whose currency any amounts are payable, such obligations may not be enforceable in Jersey;

(f) the enforcement of the obligations of the parties to the Base Indenture may be limited by the provisions of Jersey law applicable to obligations held to have been frustrated by events happening after their execution;

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(g) enforcement may be limited to the extent that matters which it has been expressly assumed herein will be done have not been done;

(h) enforcement of obligations may be invalidated by reason of fraud, duress, misrepresentation, or undue influence; and

(i) matters of procedure upon enforcement of the Base Indenture will be governed by and determined in accordance with the lex fori.

6.2 Without prejudice to the statements expressly set out in this opinion, we offer no opinion in relation to any representation or warranty made or to be made by the Parent Guarantor in the Base Indenture.

6.3 We have made no enquiry or assessment as to whether the Parent Guarantor will be in a position to fulfil its obligations under the Base Indenture.

6.4 We offer no opinion as to whether the acceptance, execution or performance of the Parent Guarantor’s obligations under the Base Indenture will result in the breach of or infringe any other agreement, deed or arrangement entered into by or binding on the Parent Guarantor other than the Parent Guarantor’s articles of association.

6.5 Any provision of the Base Indenture providing for the payment of additional monies consequent on the breach of any provision thereof by any person expressed to be a party thereto or entitled to the benefit thereof, whether expressed by way of penalty, additional interest, liquidated damages or otherwise, may be unenforceable or liable to be reduced if such additional payment were held to be excessive in so far as it unreasonably exceeds the maximum damages which the claimant could have suffered as a result of such breach.

6.6 Provisions as to severability contained in the Base Indenture may not be binding and the question of whether or not provisions may be severed would be determined by the Jersey courts at their discretion.

6.7 A determination, designation, calculation or certificate of any party to, or entitled to the benefit of, the Base Indenture, as to any matter provided for in the Base Indenture might, in certain circumstances, be held by the Jersey courts not to be final, conclusive or binding (for example, if it could be shown to have an unreasonable or arbitrary basis or not to have been reached in good faith) notwithstanding the provisions of the Base Indenture.

6.8 Where a party to, or entitled to the benefit of, the Base Indenture is vested with a discretion or may determine a matter in its opinion, the Jersey courts if called upon to consider the question may require that such discretion is exercised reasonably or that such opinion is based upon reasonable grounds.

6.9 On application of a liquidator (in the course of the insolvent winding-up of a Jersey company) or of the Viscount (in the course of a désastre):

(a) if a person has:

(i) entered into a transaction with a person at an undervalue during the period of 5 years immediately preceding the commencement of the winding-up or the making of the declaration that the property of the person is en désastre; or

(ii) given a preference to a person, during the period of 12 months immediately preceding the commencement of the winding-up or the making of the declaration that the property of the person is en désastre; and

(b) if at the time of such transaction or preference:

(i) the person was unable to pay its debts as they fell due or became unable to pay its debts as they fell due as a result of the transaction or preference; or

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(ii) (in certain cases where the person entered into the transaction with or gave the preference to another who was connected or associated with the person) it is not proved that the person was able to pay its debts as they fell due and did not become unable to pay its debts as they fell due as a result of the transaction or preference,

the Jersey courts may make such an order as the court thinks fit for restoring the position to what it would have been if the preference had not been given or if the person had not entered into the transaction.

6.10 On application of a liquidator (in the course of the insolvent winding-up of a Jersey company) or of the Viscount (in the course of a désastre), the Jersey courts may set aside, vary or make other orders in relation to an extortionate credit transaction entered into by a person in the period of three years ending with the commencement of the winding-up (if the person is a Jersey company) or the declaration that the property of the person is en désastre. For these purposes an extortionate credit transaction is a transaction in which, having regard to the risk accepted by the person providing the credit, the terms of it are such as to require grossly exorbitant payments to be made in respect of the provision of the credit or which otherwise grossly contravenes ordinary principles of fair dealing.

6.11 The liquidator (in the course of the insolvent winding-up of a Jersey company) or the Viscount (in the course of a désastre) may, within six months of the commencement of the winding-up or the making of the declaration that the property of a person is en désastre, disclaim any onerous property of such Jersey company or such person. For these purposes, onerous property is (a) any unprofitable contract; and (b) any of the following which is unsaleable or not readily saleable or is such that it may give rise to a liability to pay money or perform any other onerous act: (i) any movable property (ii) any contract lease and (iii) any other immovable property if it is situated outside Jersey. The counterparty to, or person entitled to the benefit of, any such disclaimed contract or any person sustaining loss or damage in consequence of the operation of a disclaimer would have the right to prove in the winding-up or désastre for the amount of its losses incurred as a result thereof.

6.12 An act of the directors of a company might be set aside by the Jersey courts in an action brought by, for example, a creditor, shareholder or liquidator, if it were shown that the directors had exercised their powers for improper purposes (with the actual or constructive notice of the other party).

6.13 A director of a Jersey company who has, directly or indirectly, an interest in a transaction entered into or to be entered into by the company or by a subsidiary of the company which to a material extent conflicts or may conflict with the interests of the company and of which he is aware is required to disclose to the company the nature and extent of his interest. Such disclosure is required to be made at the first meeting of the directors at which the transaction is considered after the director concerned becomes aware of the circumstances giving rise to his duty to make it or, if for any reason he fails to do so, as soon as practical after that meeting, by notice in writing delivered to the company secretary. Where a director fails to disclose an interest, the company, or a member of the company, may apply to the court for an order setting aside the transaction concerned and directing that the director account to the company for any profit or gain realised and the court may so order or make such other order as it thinks fit.

6.14 The Jersey courts will not apply New York law if:

(a) it is not pleaded and proved;

(b) the selection of New York law was not bona fide and legal; or

(c) to do so would be contrary to public policy.

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6.15 The Jersey courts may refuse to give effect to any provisions in an agreement:

(a) for the payment of the costs of enforcement (actual or contemplated) or of unsuccessful litigation brought before the Jersey courts or where the court has itself made an order for costs;

(b) which would involve the enforcement of foreign revenue or penal or other public laws;

(c) which would be contrary to public policy; or

(d) which purport to exclude the jurisdiction of the Jersey courts.

6.16 Although there is a presumption that the Jersey court will, on application, stay proceedings brought in Jersey in breach of a provision in an agreement that all disputes arising under such agreement be exclusively brought before the court in another jurisdiction, this may be rebutted if the party opposing the stay were able to show good reason why a stay should not be granted.

6.17 Where a foreign court (being a court of any country or territory outside the United Kingdom other than one for whose international relations the United Kingdom is responsible) has given a judgment for multiple damages against a qualifying defendant the amount which may be payable by such defendant may be limited by virtue of the Protection of Trading Interests Act 1980 (as extended to Jersey by the Protection of Trading Interests Act 1980 (Jersey) Order 1983) which provides that such qualifying defendant may be able to recover such amount paid by it as represents the excess in such multiple damages over the sum assessed as compensation by the court that gave the judgment.

6.18 Although there has been no decision in the Jersey courts regarding the enforceability of provisions that purport to fetter any statutory power of a Jersey company, such provisions may not be enforceable.

6.19 A guarantor which is a Jersey person or whose guarantee is sued upon before the Jersey courts or if the guarantee is governed by Jersey law may be entitled to claim droit de discussion that is, that the assets of the principal obligor whose obligations are guaranteed must be exhausted before any claim against the guarantor under the guarantee may proceed, unless the droit de discussion has been waived.

6.20 A co-guarantor or co-indemnitor which is a Jersey person or whose guarantee or indemnity to a third party is sued upon before the Jersey courts or whose guarantee or indemnity is governed by Jersey law, may claim (unless waived) droit de division so as to require the division of the guarantor’s or indemnitor’s liabilities in just proportions between each of the co-guarantors or co-indemnitors and regardless of whether each of such co-guarantors or co-indemnitors is able to satisfy the proportion of the debt attributed to such co-guarantor or co-indemnitor.

6.21 Under the rules of procedure applicable, the Jersey courts may order a plaintiff in an action to provide security for costs and will normally exercise this power in respect of a party who is not ordinarily resident in Jersey and/or who does not have assets within the jurisdiction.

6.22 We express no view on any provision in the Base Indenture requiring written amendments and waivers of any of the provisions of the Base Indenture in so far as it suggests that oral or other modifications, amendments or waivers could not be effectively agreed upon or granted by or between the parties or implied by the course of conduct of the parties.

6.23 The effectiveness of terms releasing or exculpating any party from, or limiting or excluding, a liability or duty otherwise owed may be limited by law.

6.24 Where any party to any of the Base Indenture is party to the Base Indenture in more than one capacity, that party may not be able to enforce obligations owed by it to itself.

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7. Jersey law

This opinion is limited to matters of and is interpreted in accordance with Jersey law as at the date hereof and we express no opinion with respect to the laws of any other jurisdiction.

8. Benefit of opinion

This opinion is only addressed to, and for the benefit of, the Issuer and each Guarantor. It is given solely in connection with the registration of Securities under the Securities Act. This opinion may not, without our prior written consent, be transmitted or disclosed to, or used or relied upon by, any other person (including, without limitation, any holder of, or holder of beneficial interests in, any Securities) or be relied upon for any other purpose whatsoever.

We consent to the filing of a copy of this opinion as Exhibit 5.3 to the Registration Statement and to reference to us being made in the paragraph of the Base Prospectus headed “Validity of Securities”. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act.

Yours faithfully

/s/ Mourant du Feu & Jeune

WPP plc

22 Grenville Street

St Helier

Jersey JE4 8PX

Opinion Certificate

Mourant du Feu & Jeune

22 Grenville Street

St Helier

Jersey JE4 8PX

3 June 2009

Your ref:         2044790/WILLI/MdFJ/1960589/2

Dear Sirs

WPP plc (the “Parent Guarantor”)—guarantee of debt securities to be issued by WPP Finance (UK)

You have been asked to deliver an opinion in respect of the Parent Guarantor in connection with the registration of Securities under the Securities Act.

Definitions in your opinion apply in this certificate unless the context requires otherwise.

We understand that your opinion will be given in reliance on the matters certified below and accordingly I, Paul Delaney, an authorised signatory of the Parent Guarantor, hereby certify for and on behalf of the Parent Guarantor (and without any personal liability) as follows:

1. You have been supplied with a true and complete copy of:

(a) the Base Indenture;

(b) the Registration Statement;

(c) an extract (each, an “Extract”) of each of the minutes of:

(i) a meeting of the board of directors of the Parent Guarantor held on 3 April 2009; and

(ii) a meeting of the board of directors of the Parent Guarantor held on 22 May 2009,

(each, a “Directors’ Meeting”) at which the directors resolved (among other things) to approve, in principle, the Parent Guarantor’s guarantee of each Series of Securities and to establish a securities committee (the “Securities Committee”) of the board of directors with power to (among other things) approve the Parent Guarantor’s entry into the Base Indenture and each Supplemental Indenture and its guarantee of each Series of Securities; and

(d) the Parent Guarantor’s memorandum and articles of association.

2. The memorandum and articles of association of the Parent Guarantor supplied to you are in full force and effect at the date hereof and have embodied in them or attached to them copies of all resolutions or agreements or acts of court to which the provisions of Articles 100 or 125 of the Companies (Jersey) Law 1991 apply.

3. Each Directors’ Meeting was held outside of the United Kingdom and no director present at that Directors’ Meeting participated in that Directors’ Meeting from within the United Kingdom. Each Directors’ Meeting was duly convened and quorate throughout.

4. Each Extract provides an accurate record of the matters discussed, and decisions taken, at the relevant Directors’ Meeting. The resolutions set out in each Extract are in full force and effect at the date hereof and have not been revoked, superseded or amended.

5. The directors of the Parent Guarantor are Esther Dyson, Jeffrey Rosen, Paul Richardson, Stanley Morten, Paul Spencer, Sir Martin Sorrell, Orit Gadiesh, Colin Day, John Quelch, Philip Lader, Mark Read, Lubna Olayan, Koichiro Naganuma and Timothy Shriver.

6. The secretary of the Parent Guarantor is Marie Capes.

7. No meetings of the shareholders of the Parent Guarantor have been called, nor have any resolutions been passed or been deemed to have been passed by the shareholders of the Parent Guarantor, in order to wind up the Parent Guarantor and no application has been made to the court by the directors or by the Parent Guarantor that the Parent Guarantor be wound up.

8. The Parent Guarantor is not carrying on unauthorised financial service business, as defined in the Financial Services (Jersey) Law 1998.

9. The Parent Guarantor has no consents, licences, approvals or authorisations of any governmental or other authority or agency in Jersey which, or the conditions attaching to which, could affect, conflict with or be breached by the transactions as recorded in each Extract.

10. All documents required to be filed by the Parent Guarantor at the office of the registrar of companies in Jersey have been filed and appear on the file maintained in respect of the Parent Guarantor.

11. No resolution has been passed by the board of directors or the shareholders of the Parent Guarantor to limit the powers of the board of directors of the Parent Guarantor or the Securities Committee to authorise the Parent Guarantor to enter into, and perform its obligations (including its obligations under each Guarantee) under, the Base Indenture or any Supplemental Indenture or to guarantee the Securities.

12. The Parent Guarantor has not breached the limitation on borrowing contained in Article 83 (Power to borrow money) of its articles of association.

13. If your opinion is issued after the date of this certificate, you may continue to rely on the accuracy of this certificate unless I notify you in writing to the contrary.

14. I am duly authorised by the Parent Guarantor to give this certificate.

Yours faithfully

Paul Delaney

Authorised Signatory

For and on behalf of

WPP plc

EX-5.4

Exhibit 5.4

A&L Goodbody Solicitors International Financial Services Centre North Wall Quay Dublin 1

Tel:  +353 1 649 2000    Fax:  +353 1 649 2649    email:  info@algoodbody.ie    website:  www.algoodbody.ie    dx:  29 Dublin

our ref | PW2/JOR 01363260 your ref | date | 3 June 2009

WPP Air 1 Limited

6 Ely Place

Dublin 2

Ireland

(the Company)

Dear Sirs,

We have acted on behalf of the Company in connection with the issue by WPP Finance (UK) (the Issuer) of an indeterminate amount of debt securities from time to time at indeterminate prices (the Notes) fully and unconditionally guaranteed by the Company, amongst others, (the Notes) and the registration of the Notes under the U.S. Securities Act of 1933 as amended (the Securities Act). The Notes will be fully and unconditionally guaranteed by the Company, amongst others, pursuant to guarantees (the Guarantees, together with the Notes, the Securities) (the Transaction).

1.	We have examined facsimile copies of:
	1.1.	a form of indenture set out in Exhibit 4.1 of the Registration Statement (as defined below) to be made between the Company, the Issuer, WPP plc, WPP 2005 Limited and WPP 2008 Limited (the Other Guarantors) and Wilmington Trust (the Trustee) (the Indenture);
	1.2.	a corporate certificate (the Certificate) of the Company dated 3 June 2009 attaching:
		1.2.1.	copies of the certificate of incorporation and memorandum and articles of association of the Company;
		1.2.2.	copies of the minutes of meetings of the board of directors of the Company held on 26 May 2009; and
		1.2.3.	copies of powers of attorney of the Company dated 26 May 2009.
		(together, the Corporate Documents)
	1.3.	a registration statement in respect of the Securities (the Registration Statement);
	1.4.	a prospectus in respect of the Securities (the Prospectus);
	and such other documents as we have considered necessary or desirable to examine in order that we may give this opinion.
	(the Indenture, the Registration Statement, the Prospectus, together the Agreements)
	Terms defined in the Agreements have the same meaning in this opinion letter.

Dublin    Belfast    London    Boston    New York

S.C. Hamilton	J.H. Hickson	J.G. Grennan	S.M. Doggett	S. O’Riordan	K.P. Allen	N. O’Sullivan	S. O’Croinin	M.F. Barr	A. Roberts	D. Main
R.B. Buckley	M.F. O’Gorman	I.B. Moore	B. McDermott	M.P. McKenna	E.A. Roberts	M.J. Ward	D.R. Baxter	A.J. Quinn	C. Widger	J. Cahir
M.T. Beresford	C.E. Gill	J. Coman	C. Duffy	K.A. Feeney	D. Glynn	A.C. Burke	A. McCarthy	M.L. Stack	M. Dale
P.M. Law	J.A. O’Farrell	P.D. White	D. Solan	M. Sherlock	C. Rogers	J. Given	J.F. Whelan	B. Walsh	N. Coyne
S.W. Haughey	E.M. Fitzgerald	V.J. Power	E.M. Brady	E.P. Conlon	G. O’Toole	D. Widger	D.R. Conlon	A.M. Curran	C. McCourt
P.J. Carroll	B.M. Cotter	L.A. Kennedy	P.V. Maher	E. MacNeill	J.N. Kelly	C. Christle	J.B. Somerville	P.D. Walker	R.M. Moore

Consultants:    J.R. Osborne    T.V. O’Connor    Professor J.C.W. Wylie    A.F. Browne    P.J.F. Taylor    M.A. Greene    C.M. Preston A.V. Fanagan

2.	For the purpose of giving this opinion we have assumed:
	2.1.	the authenticity of all documents submitted to us as originals and the completeness and conformity to the originals of all copies of documents of any kind furnished to us;
	2.2.	that the copies produced to us of minutes of meetings and/or resolutions are true copies and correctly record the proceedings of such meetings and/or the subject-matter which they purport to record and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such minutes were duly passed and are in full force and effect;
	2.3.	the genuineness of the signatures and seals on all original and copy documents which we have examined;
	2.4.	that the memorandum and articles of association of the Company are correct and up to date;
	2.5.	the accuracy and completeness as to factual matters of the representations and warranties of the parties contained in the Agreements and the accuracy of all certificates provided to us by the Company;
	2.6.	that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Transaction as disclosed by the Agreements;
	2.7.	without having made any investigation, that the terms of the Agreements are lawful and fully enforceable under the laws of the State of New York and any other applicable laws other than the laws of Ireland;
	2.8.	the accuracy and completeness of all information appearing on public records;
	2.9.	that the Company has entered into the Transaction in good faith, for its legitimate business purposes, for good consideration, and that it derives commercial benefit from the Transaction commensurate with the risks undertaken by it in the Transaction;
	2.10.	that the use of funds provided by the holders of Securities under the Agreements was not directly or indirectly used to finance a purchase, or subscription made or to be made, by any person for any shares in the Company, or where the Company is a subsidiary, in its holding company.
	2.11.	that the Company is a wholly owned subsidiary of WPP plc;
	2.12.	that the Company’s principal purpose is not the issuance of guarantees, indemnities or other contracts of suretyship and it will not receive a fee for providing the Guarantees;
	2.13.	all parties to the Agreements (other than the Company) have the capacity, power and authority to enter into the Agreements and to perform the terms of the Agreements and the obligations under each Agreement of each such party to it are legally valid and binding on that party; and
	2.14.	that the Indenture will be executed in the form examined by us and the Guarantees contained in the Indenture will remain in the same form, to the extent the form of the Guarantees is amended or varied any changes will be of a de minimis nature and will not affect any of the obligations of the Company the subject of this opinion.
3.	We express no opinion as to any matters falling to be determined other than under the laws of Ireland and, without reference to provisions of other laws imported by Irish private international law, in Ireland as of the date of this letter. Subject to that qualification, the other qualifications and assumptions set out herein, we are of the opinion that:

2

	3.1.	the giving of the Guarantees has been duly authorised and, so far as Irish law is concerned, when the Registration Statement has become effective under the Securities Act and the Indenture containing the Guarantees has been duly executed in accordance with the terms of the Indenture, there is no reason, so far as Irish law is concerned, why the obligations assumed by the Guarantor under the Guarantees should not constitute the legal, valid, binding and enforceable obligations of the Guarantor.
	Nothing in this opinion shall be taken as implying that an Irish court would exercise jurisdiction in any proceedings relating to the Agreements or accordingly that any remedy would be available in Ireland for the enforcement of obligations arising under the Agreements.
4.	The opinions set forth in this opinion letter are given subject to the following qualifications:
	4.1.	as used in this opinion, the term enforceable means that each obligation or document is of a type and form enforced by the Irish courts. It is not certain, however, that each obligation or document will be enforced in accordance with its terms in every circumstance, enforcement being subject to, inter alia, the nature of the remedies available in the Irish courts, the acceptance by such courts of jurisdiction, the power of such courts to stay proceedings, the provisions of the fact that claims may be time-barred or subject to defences of set-off or counterclaim, and other principles of law and equity of general application and all applicable limitations resulting from the laws of bankruptcy, insolvency, liquidation, administration, reorganisation, moratorium, reconstruction, public policy, examination, receivership, court scheme of arrangement or similar laws and general principles of law affecting the rights of creditors generally;
	4.2.	an order of specific performance or any other equitable remedy is a discretionary remedy and is not available when damages are considered to be an adequate remedy;
	4.3.	this opinion is subject to the general laws relating to the limitation of actions in Ireland;
	4.4.	a determination, description, calculation, opinion or certificate of any person as to any matter provided for in the Agreements might be held by the Irish courts not to be final, conclusive or binding if it could be shown to have an unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;
	4.5.	additional interest imposed by any clause of any Agreements might be held to constitute a penalty and the provisions of that clause imposing additional interest would thus be held to be void. The fact that such provisions are held to be void would not in itself prejudice the legality and enforceability of any other provisions of the relevant Agreements but could restrict the amount recoverable by way of interest under such Agreements;
	4.6.	claims may be or become subject to defences of set-off or counter-claim;
	4.7.	an Irish court has power to stay an action where it is shown that there is some other forum having competent jurisdiction which is more appropriate for the trial of the action, in which the case can be tried more suitably for the interests of all the parties and the ends of justice;

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	4.8.	the enforceability of severance clauses is at the discretion of the court and may not be enforceable in all circumstances;
	4.9.	a waiver of all defences to any proceedings may not be enforceable;
	4.10.	provisions in any of the Agreements providing for indemnification resulting from loss suffered on conversion of the amount of a claim made in a foreign currency into euro in a liquidation may not be enforceable;
	4.11.	an Irish court may refuse to give effect to undertakings contained in any of the Agreements that the Company will pay legal expenses and costs in respect of any action before the Irish courts; and
	4.12.	we express no opinion on any taxation matters or the contractual terms of the relevant documents other than by reference to the legal character thereof.
This opinion is addressed only to WPP Air 1 Limited and may be relied upon only by the WPP Air 1 Limited for its sole benefit in connection with the Transaction and may not be relied on by any assignees of any such persons or any other person. We consent to the filing of this opinion as Exhibit 5.4 to the Registration Statement and to the reference under the caption ‘Validity of Securities’ in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion is given on the basis of Irish law in force and applied by Irish courts at the date of this opinion and on the basis that there has been no amendment to, or termination or replacement of, any of the documents examined by us and no change in any of the facts assumed by us for the purposes of giving this opinion. It is also given on the basis that we have no obligation to notify any addressee of this opinion of any change in Irish law or its application after the date of this opinion. Yours faithfully /s/ A&L Goodbody

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EX-23.1

Exhibit 23.1

3 June 2009

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form F-3 of our reports dated May 12, 2009, relating to the consolidated financial statements of WPP plc and the effectiveness of WPP plc’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of WPP plc for the year ended December 31, 2008 and the reference to us under the heading “Experts” in the Registration Statement.

/s/ Deloitte LLP

Deloitte LLP

Chartered Accountants and Registered Auditors

London, England

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) __

WILMINGTON TRUST COMPANY

(Exact name of Trustee as specified in its charter)

Delaware	51-0055023
(Jurisdiction of incorporation of organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

1100 North Market Street

Wilmington, Delaware 19890-0001

(302) 651-1000

(Address of principal executive offices, including zip code)

Michael A. DiGregorio

Senior Vice President and General Counsel

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890-0001

(302) 651-8793

(Name, address, including zip code, and telephone number, including area code, of agent of service)

WPP Finance (UK)

(Exact name of obligor as specified in its charter)

United Kingdom	Not Applicable
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

WPP Air 1 Limited

(Exact name of obligor as specified in its charter)

Ireland	Not Applicable
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

WPP 2005 Limited

(Exact name of obligor as specified in its charter)

United Kingdom	Not Applicable
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

WPP plc

(Exact name of obligor as specified in its charter)

Jersey	Not Applicable
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

WPP 2008 Limited

(Exact name of obligor as specified in its charter)

United Kingdom	Not Applicable
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

6 Ely Place

Dublin 2, Ireland

(Address of principal executive offices, including zip code)

Debt Securities

(Title of the indenture securities)

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Federal Deposit Insurance Corp.	State Bank Commissioner
20 Exchange Place, Room 6014	555 East Loockerman Street, Suite 210
New York, New York 10005	Dover, Delaware 19901

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of Eligibility and Qualification.

• A copy of the Charter of Wilmington Trust Company (Exhibit 1), which includes the certificate of authority of Wilmington Trust Company to commence business (Exhibit 2) and the authorization of Wilmington Trust Company to exercise corporate trust powers (Exhibit 3).

• A copy of the existing By-Laws of Wilmington Trust Company (Exhibit 4).

• Consent of Wilmington Trust Company required by Section 321(b) of the Trust Indenture Act (Exhibit 6).

• A copy of the latest Report of Condition of Wilmington Trust Company (Exhibit 7).

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 22nd day of May, 2009.

[SEAL]		WILMINGTON TRUST COMPANY
Attest:	/s/ Joshua C. Jones	By:	/s/ W. Thomas Morris, II
	Assistant Secretary	Name:	W. Thomas Morris, II
		Title:	Vice President

EXHIBIT 1^*

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

^* Exhibit 1 also constitutes Exhibits 2 and 3.

Amended Charter

or

Act of Incorporation

of

Wilmington Trust Company

Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled “An Act to Incorporate the Delaware Guarantee and Trust Company”, approved March 2, A.D. 1901, and the name of which company was changed to “Wilmington Trust Company” by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

First: - The name of this corporation is Wilmington Trust Company.

Second: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is Wilmington Trust Company whose address is Rodney Square North, in said City. In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority.

Third: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.:

(1) To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created.

(2) To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere.

(3) To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business.

(4) To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches.

(5) To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property.

(6) To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality.

(7) To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations.

(8) To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere.

(9) To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee,

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assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment.

(10)   And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation.

(11)   To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein.

(b) In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers:

(1) To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world.

(2) To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

(3) To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated.

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(4) To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments.

(5) To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place.

(6) It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers.

Fourth: - (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of:

(1) One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as “Preferred Stock”); and

(2) Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as “Common Stock”).

(b) Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article Fourth, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(1) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

4

(2) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative;

(3) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(4) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed.

(5) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation.

(6) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(7) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine.

(c)  (1)     After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article Fourth), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article Fourth, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

(2) After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article Fourth), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

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(3) Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders.

(d) No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

(e) The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article Fourth that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(f) Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(g) Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(h) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

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Fifth: - (a) The business and affairs of the Corporation shall be conducted and managed by a Board of Directors. The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board.

(b) The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year. At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors. At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

(c) Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.

(d) Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board.

(e) Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee.

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(f) The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(g) No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

Sixth: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper.

Seventh: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled “An Act Providing a General Corporation Law”, approved March 10, 1899, as from time to time amended.

Eighth: - This Act shall be deemed and taken to be a private Act.

Ninth: - This Corporation is to have perpetual existence.

Tenth: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Eleventh: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.

Twelfth: - The Corporation may transact business in any part of the world.

Thirteenth: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).

Fourteenth: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them.

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Fifteenth: - (a) (1) In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article Fifteenth:

(A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or

(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or

(C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or

(D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or

(E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article Fifteenth as one class (“Voting Shares”). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(2) The term “business combination” as used in this Article Fifteenth shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a).

(b) The provisions of section (a) of this Article Fifteenth shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board.

(c) For the purposes of this Article Fifteenth:

(1) A “person” shall mean any individual, firm, corporation or other entity.

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(2) “Interested Stockholder” shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

(A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or

(B) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or

(C) is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(3) A person shall be the “beneficial owner” of any Voting Shares:

(A) which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or

(B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or

(C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation.

(4) The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise.

(5) “Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981.

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(6) “Subsidiary” shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(d) majority of the directors shall have the power and duty to determine for the purposes of this Article Fifteenth on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more.

(e) Nothing contained in this Article Fifteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Sixteenth: Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of Incorporation.

Seventeenth:

(a) a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended.

(b) Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification.”

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EXHIBIT 4

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on December 16, 2004

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE 1

Stockholders’ Meetings

Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors.

Section 2. Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 3. Notice. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting.

Section 4. Quorum. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder’s name on the books of the Company on the record date for any such meeting as determined herein.

ARTICLE 2

Directors

Section 1. Management. The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

Section 2. Number. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof.

Section 3. Qualification. In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason.

Section 4. Meetings. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors.

Section 6. Quorum. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7. Notice. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

Section 8. Vacancies. In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director’s successor shall have been duly elected and qualified.

Section 9. Organization Meeting. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board, a Chief Executive Officer and a President, who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable. The Board of Directors may also elect at such meeting one or more Associate Directors. The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable.

Section 10. Removal. The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.

Section 11. Responsibility of Officers. The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable.

Section 12. Participation in Meetings. The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

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ARTICLE 3

Committees of the Board of Directors

Section 1. Audit Committee.

(A) The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

(B) The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

(C) The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 2. Compensation Committee.

(A) The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B) The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

(C) The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 3. Nominating and Corporate Governance Committee.

(A) The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B) The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company’s executive management and significant shareholder relations issues.

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(C) The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 4. Other Committees. The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws.

Section 5. Associate Directors.

(A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors.

(B) Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote.

Section 6. Absence or Disqualification of Any Member of a Committee. In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE 4

Officers

Section 1. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time.

Section 2. Chief Executive Officer. The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 3. President. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board.

Section 4. Duties. The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.

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Section 5. Vice Presidents. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time.

Section 6. Secretary. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis. In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting. He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

Section 7. Chief Financial Officer. The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company. He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property or indebtedness and of all transactions of the Company. He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time.

Section 8. Controller. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office.

There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller.

Section 9. Audit Officers. The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division.

Section 10. Other Officers. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned.

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Section 11. Powers and Duties of Other Officers. The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned.

Section 12. Number of Offices. Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A).

ARTICLE 5

Stock and Stock Certificates

Section 1. Transfer. Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

Section 2. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company. The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors.

Section 3. Record Date. The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

ARTICLE 6

Seal

The corporate seal of the Company shall be in the following form:

Between two concentric circles the words “Wilmington Trust Company” within the inner circle the words “Wilmington, Delaware.”

ARTICLE 7

Fiscal Year

The fiscal year of the Company shall be the calendar year.

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ARTICLE 8

Execution of Instruments of the Company

The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors.

ARTICLE 9

Compensation of Directors and Members of Committees

Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

ARTICLE 10

Indemnification

Section 1. Persons Covered. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

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The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person. The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2. Advance of Expenses. The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise.

Section 3. Certain Rights. If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of an advisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4. Non-Exclusive. The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Reduction of Amount. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6. Effect of Modification. Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11

Amendments to the Bylaws

These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office.

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ARTICLE 12

Miscellaneous

Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders.

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EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

	WILMINGTON TRUST COMPANY
Dated: May 22, 2009	By:	/s/ W. Thomas Morris, II
	Name:	W. Thomas Morris, II
	Title:	Vice President

EXHIBIT 7

NOTICE

This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

        WILMINGTON TRUST COMPANY of WILMINGTON

                Name of Bank                                              City

in the State of DELAWARE, at the close of business on December 31, 2008.

ASSETS

		Thousands of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins		235,368
Interest-bearing balances		0
Held-to-maturity securities		161,627
Available-for-sale securities		752,807
Federal funds sold in domestic offices		122,800
Securities purchased under agreements to resell		45,275
Loans and lease financing receivables:
Loans and leases held for sale	9,335
Loans and leases, net of unearned income	8,753,603
LESS: Allowance for loan and lease losses	139,531
Loans and leases, net of unearned income, allowance, and reserve		8,614,072
Assets held in trading accounts		0
Premises and fixed assets (including capitalized leases)		130,053
Other real estate owned		14,467
Investments in unconsolidated subsidiaries and associated companies		7,397
Intangible assets:
a. Goodwill		1,946
b. Other intangible assets		3,000
Other assets		520,140
Total assets		10,618,287

CONTINUED ON NEXT PAGE

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LIABILITIES
Deposits:
In domestic offices		8,039,679
Noninterest-bearing	1,533,462
Interest-bearing	6,506,217
Federal funds purchased in domestic offices		761,500
Securities sold under agreements to repurchase		252,885
Trading liabilities (from Schedule RC-D)		0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		295,564
Subordinated notes and debentures		0
Other liabilities (from Schedule RC-G)		401,360
Total liabilities		9,750,988
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common Stock		500
Surplus (exclude all surplus related to preferred stock)		200,803
a. Retained earnings		755,064
b. Accumulated other comprehensive income		(89,068	)
Total equity capital		867,299
Total liabilities, minority interest, and equity capital		10,618,287

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