Directors’ interests

Directors’ interests in the Company’s ordinary share capital, all of which were beneficial, are shown in the following table. Save as disclosed in this table and in the report of the Compensation Committee, no director had any interest in any contract of significance with the Group during the year. Each executive director has a technical interest as an employee and potential beneficiary in shares in the Company held under the ESOPs. As at 31 December 2008, the Company’s ESOPs held in total 33,167,446 shares in the Company (43,889,384 in 2007). Further details of the long-term incentive plans are given in the notes on pages 134 and 135.

  At 1 Jan
2008 or
Shares acquired
through long-term
incentive plan
awards in 2008
inc. shares
in 2008
At 31 Dec
or earlier
retirement or
Shares acquired
through long-term
incentive plan
awards in 2009
31 Dec
14 Apr 2009
Vested (sold) Vested (sold)
C Day 5,240       5,240       5,240
E Dyson 35,000       35,000       35,000
O Gadiesh                  
D Komansky1 10,000       10,000        
P Lader 11,950       11,950       11,950
C Mackenzie2 30,000       30,000        
S W Morten 20,000       20,000       20,000
K Naganuma3                  
L Olayan                  
J A Quelch 12,000       12,000       12,000
M Read4 28,442 53,886 (22,138)   60,190 32,388 (13,306)   79,272
P W G Richardson4,5 214,350 154,249 (77,280)   291,319 79,335 (39,747)   330,907
J Rosen 12,000       12,000       12,000
T Shriver       5,000 5,000       5,000
P Spencer 10,000       10,000       10,000
Sir Martin Sorrell4,6,7,8 13,608,087 2,947,094   (259,825) 16,295,356 109,986     16,405,342
D Komansky retired from the Board on 6 February 2009.
C Mackenzie retired from the Board on 24 June 2008.
K Naganuma is a director of Asatsu-DK, which at 14 April 2009 had interests in 31,295,646 shares representing 2.49% of the issued share capital of the Company.
Interests include investment shares committed to the 2005, 2006, 2007 and 2008 awards under Renewed LEAP but do not include matching shares from these plans, if any.
In December 2008, Paul Richardson charged to AIB Group (UK) plc 256,319 shares in the Company as security for certain facilities made available to him by AIB.
Includes 2,823,786 shares pursuant to the vesting of LEAP 2004-2007, the receipt of which has been deferred until November 2011.
Includes 3,636,950 shares which originally formed part of the Capital Investment Plan (an award in respect of 4,691,392 shares in total, some of which have been received by Sir Martin Sorrell) and now comprise the UK and US Deferred Stock Units Awards Agreements.
In December 2005, Sir Martin Sorrell and the trustees of two family life interest trusts of Sir Martin Sorrell charged to AIB Group (UK) plc 3,771,214 and 3,863,147 ordinary shares in the Company respectively as security for facilities. In November 2008, Sir Martin Sorrell charged to AIB a further 232,595 shares as security in relation to the renewal of certain of those facilities. In December 2008, Sir Martin Sorrell gifted 259,825 shares to the JMMRJ Charitable Foundation and those shares were released by AIB from the security held by them.

Jeffrey Rosen
Chairman of the Compensation Committee on behalf of the Board of Directors of WPP plc
14 April 2009