Cash offer for Tempus Gp-Pt2

WPP Group PLC
20 August 2001



 PART 2

                                     APPENDIX II

                           SOURCES AND BASES OF CALCULATION

        General

        Unless otherwise stated, (i) financial information relating to Tempus
        has been extracted from the relevant published audited annual report
        and accounts of Tempus and/or the published interim results of Tempus
        and/or other public statements made by Tempus; and (ii) financial
        information relating to WPP has been extracted from the relevant
        published audited annual report and consolidated financial statements
        and/or from the quarterly statements of WPP and/or other public
        statements made by WPP.

        Value of Offer

        The level at which the Offer values the issued and to be issued share
        capital of Tempus is based upon 75,152,595 Tempus Shares in issue on
        18 July 2001 (including 959,000 held in an employee benefit trust) and
        a fully diluted number of shares of 85,636,875 after taking into
        account the issue of 10,484,280 Tempus Shares upon exercise in full of
        options granted under the Tempus share option schemes. These Tempus
        share options have an average exercise price of 330.3p per Tempus
        Share.

        Market value of WPP

        The market value of WPP is based on a Closing Price of 663p on 17
        August 2001 and 1,139,094,295 million WPP shares in issue, and
        excludes all WPP shares which could be issued upon exercise of any
        options granted.




                                     APPENDIX III

                                     DEFINITIONS

'Acquisition' The proposed acquisition of Tempus by WPP, as described in this
              announcement
'Business     a day (excluding Saturday and Sunday or a UK bank holiday),
Day'          consisting of the time period from 12.01 a.m. until and including
              12.00 midnight (London time)
'Closing      The closing middle-market quotation on the London Stock Exchange
Price'
'Code'        The City Code on Takeovers and Mergers
'Conditions'  The conditions of the Offer set out in Appendix I to this
              announcement, and 'Condition' means any one of them
'Form of      The form of acceptance and authority and election relating to the
Acceptance'   Offer which will accompany the Offer Document
'Goldman      Goldman Sachs International, an unlimited company incorporated in
Sachs'        England and Wales
'Havas'       Havas Advertising
'Havas Offer' The offer made by J.P. Morgan plc on behalf of Havas to acquire
              all the Tempus shares not already owned by Havas, as set out in
              the offer document from Havas dated 30 July 2001
'LIBOR'       The average (rounded down where necessary to the nearest whole
              multiple of one sixteenth of one per cent.) of the respective
              rates per annum at which any two London clearing banks selected
              by WPP are prepared to offer six month sterling deposits of £
              1,000,000 to leading banks in the London inter bank market for
              sterling at or about 11.00 a.m. (London time) on the first day of
              the relevant interest period or, if such a day is not a Business
              Day, on the next succeeding Business Day
'Loan Note    The alternative under which Tempus Shareholders who validly
Alternative'  accept the Offer will be entitled to elect to receive Loan Notes
              instead of all or part of the cash consideration to which they
              would otherwise be entitled under the Offer
'Loan Notes'  The loan notes of WPP to be issued pursuant to the Loan Note
              Alternative
'London Stock The London Stock Exchange PLC
Exchange'
'Merrill      Merrill Lynch International, an unlimited company incorporated in
Lynch'        England and Wales
'Offer'       The offer to be made by Merrill Lynch and Goldman Sachs on behalf
              of WPP to acquire all the Tempus Shares not already owned by WPP
              or any of its subsidiaries and, where the context so requires,
              any subsequent revision, variation, extension or renewal thereof
'Offer        The document containing the terms and conditions of the Offer,
Document'     including the Loan Note Alternative, to be sent to Tempus
              Shareholders
'Panel'       The Panel on Takeovers and Mergers
'£', 'p', and Denote the lawful currency of the UK
'pence'
'Tempus'      Tempus Group PLC
'Tempus       Tempus and its subsidiary undertakings
Group'
'Tempus       The holders of Tempus Shares
Shareholders'
'Tempus       The existing unconditionally allotted or issued and fully paid
Shares'       ordinary shares of 5p each in Tempus and any further such shares
              which are unconditionally allotted or issued while the Offer
              remains open for acceptance (or, subject to the provisions of the
              Code, such earlier date as WPP may decide)
'United       The United Kingdom of Great Britain and Northern Ireland
Kingdom' or
'UK'
'US' or       The United States of America, its territories and possessions,
'United       all areas subject to its jurisdiction or any subdivision thereof,
States'       any State of the United States and the District of Columbia
'US           The US Securities Act of 1933, as amended
Securities
Act'
'WPP'         WPP Group plc
'WPP Group'   WPP and its subsidiary undertakings

                                     END