THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Monster Worldwide Inc. (MNST)

5/1/2006 Proxy Information

Through May 2, 2005, Messrs. McKelvey, Eisele and Camara had approximately 69.4%, 10% and 5% interests, respectively, in International Drive, L.P., the lessor of the Company's then 48,000 square foot office in Mt. Olive, New Jersey. The Company's rent for this space was approximately $46,200 per month. This lease was terminated on May 2, 2005 in connection with the disposition of the Company's TMP Direct direct marketing business, and the Company no longer occupies this space.

The Company periodically pays for its use of an aircraft which through December 31, 2003 was owned by a company controlled by Mr. McKelvey. Mr. McKelvey has advised the Company that on December 31, 2003, Mr. McKelvey sold such holding company to General Yellow Pages Consultants, Inc. d/b/a The Marquette Group ("The Marquette Group") but Mr. McKelvey continues to have obligations to a third party lender with respect to the aircraft.

On June 17, 2003, the Company entered into a contract with a third party chartering company unaffiliated with the Company, Mr. McKelvey or The Marquette Group which governs the Company's use of the plane. That charter agreement provided the Company with up to 200 charter hours of flight time annually at a rate of $4,500 per hour. The charter agreement was not effected by the December 31, 2003 sale by Mr. McKelvey of the holding company which owned the plane. Effective February 5, 2005, the Company entered into an amendment to the charter agreement with such third party chartering company which provides the Company with up to 150 charter hours of flight time annually at a rate of $6,000 per hour. On April 29, 2005, the Company gave notice of termination to the chartering company. On the same day, the Company entered into a new charter agreement, on substantially the same terms as the terminated contract, with a different third party chartering company unaffiliated with the Company, Mr. McKelvey or The Marquette Group. The new charter agreement provides the Company with up to 150 charter hours of flight time annually at a rate, through December 31, 2005, of $6,000 per hour. Effective January 1, 2006, the Company entered into an amendment to the new charter agreement with such third party chartering company which provides the Company with up to 150 charter hours of flight time annually at a rate of $8,000 per hour. The charter agreement automatically renews for one year terms unless terminated by either party by written notice at least 30 days before the expiration of the agreement. For calendar 2005, the Company paid approximately $1,024,461 for its use of such plane.

On October 5, 2004, the Company entered into a Stock Purchase Agreement with The Marquette Group and US Motivation, Inc., the Company's wholly-owned subsidiary. Pursuant to the terms of this Agreement, the Company sold all of the issued and outstanding capital stock of US Motivation to The Marquette Group in exchange for a net cash payment of Ten Million Dollars ($10,000,000), subject to a post-closing adjustment of $1,800,000 which was paid to the Company in 2005.

Stuart McKelvey served as President—Directional Marketing, Monstermoving of the Company through June 1, 2005 when such division was sold to a third party. Stuart McKelvey is the son of Andrew J. McKelvey, the Company's Chairman of the Board and CEO. As compensation for his employment from January 1, 2005 through June 1, 2005, Stuart McKelvey received base salary of $161,700 and a bonus of $110,000 from the Company. Neither the Company nor any of its subsidiaries has any obligation to Stuart McKelvey with respect to his continued employment. Stuart McKelvey is employed by the third party buyer of the Directional Marketing business and invested $250,000 of his own money into the sold business, for a 1.5% equity interest. In addition, Stuart McKelvey also has the ability, subject to business performance and time-based vesting, to receive up to a 7.5% interest in the sold Directional Marketing business. On May 4, 2005, the Compensation Committee of the Company's Board of Directors approved the modification of most at or out-of-the-money options held by employees of the Company's Directional Marketing business so that following the sale of such business such options will generally remain exercisable until the latest of specified dates, including the date which is six months after the holder's last day of employment with the purchaser of the business. 204,758 options held by Stuart McKelvey were so modified.

David Farrey serves as an operations analyst in the Company's network operations group. David Farrey is the brother of Brian Farrey, the Company's President, Monster Worldwide Technologies. As compensation for his employment during 2005, Mr. David Farrey received approximately $62,550 from the Company.

The Company entered into a Stock Purchase Agreement on May 2, 2005 with GECKO Inc., an entity owned 65% by George Eisele. Pursuant to the Agreement, the Company sold to GECKO Inc. all of the issued and outstanding capital stock of three of the Company's wholly-owned subsidiaries which together constituted the Company's TMP Direct business unit, a direct marketing business. The total consideration for the transaction was $2,500,000 payable at closing plus an amount payable on May 2, 2006 equal to 50% of TMP Direct's working capital as of the closing. George Eisele and another individual shareholder of GECKO Inc. personally guaranteed the May 2, 2006 payment obligation of GECKO Inc. In connection with this transaction, the Company entered into a sublease with GECKO Inc. for certain office space located at 7800 West Brown Deer Road, Milwaukee, Wisconsin 53223. The monthly base rent under such sublease was $6,000 through October 31, 2005 at which time the sublease was renewed for an additional eighteen month term at a monthly base rent of $6,000 for the first six months of the renewal term and at a monthly base rent of $6,350 for the final twelve months of the renewal term. From and after the closing of this transaction, the Company's obligations under the Mt. Olive, New Jersey lease described above were terminated. The Company and GECKO Inc. also entered into a license agreement, dated May 2, 2005, permitting GECKO Inc. to use the Company's "globe logo" mark until November 2, 2005.

The Company believes that all of the above transactions with the aforementioned directors and executive officers were made on terms no less favorable to the Company than would have been obtained from unaffiliated third parties.

Mr. McKelvey has advised the Company that he (i) received a $3,000,000 interest-free personal loan in 2002 from The Marquette Group, then a directional marketing competitor of the Company, and (ii) repaid such loan in full during the first quarter of 2004. Mr. McKelvey inadvertently violated a Company personnel policy by not getting prior approval for this loan. From 1997 through June 1, 2005, the Company also provided The Marquette Group with various yellow pages ordering, billing and back office services. For such services rendered in 2005, 2004 and 2003, the Company was paid approximately $118,000, $284,000 and $299,000, respectively. Mr. McKelvey has advised the Company that (i) in 1996 (prior to the Company's initial public offering), Mr. McKelvey loaned $1,000,000 to an individual in connection with this individual's acquisition of The Marquette Group, (ii) this loan was subsequently assumed by The Marquette Group's current owner in 1998, and (iii) this loan has been repaid.

4/29/2005 Proxy Information

Messrs. McKelvey, Eisele and Camara have approximately 69.4%, 10% and 5% interests, respectively, in International Drive, L.P., the lessor of the Company's 48,000 square foot office in Mt. Olive, New Jersey. This lease runs through April 30, 2013 and the Company's rent for this space is approximately $46,200 per month.

The Company periodically pays for its use of an aircraft which through December 31, 2003 was owned by a company controlled by Mr. McKelvey. Mr. McKelvey has advised the Company that on December 31, 2003, Mr. McKelvey sold such holding company to General Yellow Pages Consultants, Inc. d/b/a The Marquette Group ("The Marquette Group") but Mr. McKelvey continues to have obligations to a third party lender with respect to the aircraft.

On June 17, 2003, the Company entered into a contract with a third party chartering company unaffiliated with the Company, Mr. McKelvey or The Marquette Group which governs the Company's use of the plane. That charter agreement provides the Company with up to 200 charter hours of flight time at a rate of $4,500 per hour. The charter agreement automatically renews for one year terms unless terminated by either party by written notice at least 30 days before the annual May 31 expiration date of the agreement. The charter agreement remains in effect notwithstanding the December 31, 2003 sale by Mr. McKelvey of the holding company which owned the plane. Effective February 5, 2005, the Company entered into an amendment to the charter agreement with such third party chartering company which provides the Company with up to 150 charter hours of flight time at a rate of $6,000 per hour. For calendar 2004, the Company paid approximately $685,000 for its use of such plane. On April 29, 2005, the Company gave notice of termination to the chartering company. On the same day, the Company entered into a new contract, on substantially the same terms as the terminated contract, with a different third party chartering company unaffiliated with the Company, Mr. McKelvey or The Marquette Group.

On October 5, 2004, the Company entered into a Stock Purchase Agreement with The Marquette Group and US Motivation, Inc., the Company's wholly-owned subsidiary. Pursuant to the terms of this Agreement, the Company sold all of the issued and outstanding capital stock of US Motivation to The Marquette Group in exchange for a net cash payment of Ten Million Dollars ($10,000,000), subject to a post-closing adjustment.

Stuart McKelvey serves as President—Directional Marketing of the Company. As compensation for his employment during 2004, Mr. Stuart McKelvey received a base salary of $364,000 and a bonus of $156,000 from the Company. Mr. Stuart McKelvey is the son of Andrew J. McKelvey, the Company's Chairman of the Board of Directors and CEO.

David Farrey serves as an operations analyst in the Company's network operations group. As compensation for his employment during 2004, Mr. David Farrey received approximately $69,000 from the Company. Mr. David Farrey is the brother of Brian Farrey, the Company's President, Monster Worldwide Technologies.

The Company leases office space to an investment company that is 50% owned by Andrew J. McKelvey. For the year ended December 31, 2004, the investment company paid approximately $67,000 to the Company for office rent.

In November 2004, the Company made a charitable contribution for the benefit of The McKelvey Foundation (the "Foundation"), a charitable foundation founded and supported by Andrew J. McKelvey. The contribution consisted of the Company providing the Foundation at no charge the use of certain unused office space as well as supplies, equipment rental, repairs and maintenance incidental thereto, the total cost of which is approximately $3,000 per month from November 2004. The Foundation utilized the space in connection with its "Road to Success" program, which provides career and college readiness programs to low and middle income high school students in specified school districts in Pennsylvania, West Virginia and New York.

The Company is discussing entering into a Stock Purchase Agreement with GECKO Inc., an entity owned 65% by George Eisele. Pursuant to the currently proposed terms of this Agreement, the Company would sell to GECKO Inc. all of the issued and outstanding capital stock of three of the Company's wholly-owned subsidiaries which together constitute the Company's TMP Direct business unit, an order fulfillment business. The total consideration for the transaction is contemplated to be $2,500,000 payable at closing plus an amount payable on May 1, 2006 equal to 50% of TMP Direct's working capital as of the closing. In connection with this proposed transaction, the Company is contemplating entering into a sublease with GECKO Inc. for certain office space located at 7800 West Brown Deer Road, Milwaukee, Wisconsin 53223. The monthly base rent under such sublease is contemplated to be $6,000 and it is contemplated the sublease would terminate on October 31, 2005, subject to a proposed option to renew by GECKO Inc., for an additional eighteen month term at a monthly base rent of $6,000 for the first six months and for $6,350 for the final twelve months of the renewal term. It is also contemplated that from and after the closing of this proposed transaction, the Company's obligations under the Mt. Olive, New Jersey lease described above shall be terminated.

The Company believes that all of the above transactions with the aforementioned directors and executive officers were made on terms no less favorable to the Company than would have been obtained from unaffiliated third parties.

Mr. McKelvey has advised the Company that he (i) received a $3,000,000 interest-free personal loan in 2002 from The Marquette Group, a directional marketing competitor of the Company, and (ii) repaid such loan in full during the first quarter of 2004. Mr. McKelvey inadvertently violated a Company personnel policy by not getting prior approval for this loan. Since 1997 the Company has also provided The Marquette Group with various yellow pages ordering, billing and back office services. For such services rendered in 2004, 2003 and 2002, the Company was paid approximately $284,000, $299,000 and $329,000, respectively. Mr. McKelvey has advised the Company that (i) in 1996 (prior to the Company's initial public offering), Mr. McKelvey loaned $1,000,000 to an individual in connection with this individual's acquisition of The Marquette Group, (ii) this loan was subsequently assumed by The Marquette Group's current owner in 1998, and (iii) this loan has been repaid.

4/29/2004 Proxy Information

Messrs. McKelvey, Eisele and Camara have approximately 69.4%, 10% and 5% interests, respectively, in International Drive, L.P., the lessor of the Company's 48,000 square foot office in Mt. Olive, New Jersey. This lease runs through April 30, 2013 and the Company's rent for this space is $46,150 per month.

On January 1, 1999, TMP Worldwide Communications Inc., the Company's Canadian recruitment advertising subsidiary, entered into a management agreement with TMPW Canada Inc., a recruitment advertising company owned by Mr. Swann, pursuant to which TMP Worldwide Communications Inc. provided management services in exchange for a percentage of the billings of TMPW Canada Inc. which was agreed to from time to time. The agreement was terminated on December 22, 2003. For the year ended December 31, 2003, TMPW Canada Inc. paid approximately $144,000 to TMP Worldwide Communications Inc. for management services.

Mr. McKelvey received a $3,000,000 interest-free personal loan in 2002 from General Yellow Pages Consultants, Inc. d/b/a The Marquette Group ("The Marquette Group"), a directional marketing competitor of the Company, which loan was repaid in full by Mr. McKelvey during the first quarter of 2004. Since 1997 the Company has also provided The Marquette Group with various yellow pages ordering, billing and back office services. For such services rendered in 2003, 2002 and 2001, the Company was paid approximately $299,000, $329,000 and $482,000, respectively.

The Company periodically pays for its use of an aircraft which through December 31, 2003 was owned by a company controlled by Mr. McKelvey. On December 31, 2003 Mr. McKelvey sold such holding company to The Marquette Group but Mr. McKelvey continues to have obligations to a third party lender with respect to the aircraft.

On June 17, 2003, the Company entered into a contract with a third party chartering company unaffiliated with the Company, Mr. McKelvey or The Marquette Group which governs the Company's use of the plane. That charter agreement provides the Company with up to 200 charter hours of flight time at a rate of $4,500 per hour. The charter agreement automatically renews for one year terms unless terminated by either party by written notice at least 30 days before the annual May 31 expiration date of the agreement. The charter agreement remains in effect notwithstanding the December 31, 2003 sale by Mr. McKelvey of the holding company which owned the plane. For calendar 2003, the Company paid approximately $540,000 for its use of such plane.

Stuart McKelvey serves as President—Directional Marketing, Monstermoving of the Company. As compensation for his employment during 2003, Mr. Stuart McKelvey received a base salary of $388,125 and a bonus of $300,000 from the Company. Mr. Stuart McKelvey is the son of Andrew J. McKelvey, the Company's Chairman of the Board of Directors and CEO.

The Company believes that all transactions with the aforementioned directors and executive officers were made on terms no less favorable to the Company than would have been obtained from unaffiliated third parties.

4/30/2003 Proxy Information

Messrs. McKelvey, Eisele and Camara have approximately 69.4%, 10% and 5% interests, respectively, in International Drive, L.P., the lessor of the Company's 48,000 square foot office in Mt. Olive, New Jersey. This lease runs through December 2004 and the Company's rent for this space is $46,200 per month.

On January 1, 1999, TMP Worldwide Communications Inc., the Company's Canadian recruitment advertising subsidiary, entered into a management agreement with TMPW Canada Inc., a recruitment advertising company owned by Mr. Swann, pursuant to which TMP Worldwide Communications Inc. provides management services in exchange for a percentage of the billings of TMPW Canada Inc. which is agreed to from time to time. The agreement has no stated term but is terminable by either party on 30 days' notice. For the year ended December 31, 2002, TMPW Canada Inc. paid approximately $178,000 to TMP Worldwide Communications Inc. for management services.

Beginning in June 1999, the Company periodically used the service of an aircraft from a company owned by Mr. McKelvey, and in connection therewith, $262,000 was paid in 2002.

The Company leased certain office space in 2002 to an investment company, 50% of which is owned by Mr. McKelvey. The investment company paid to the Company approximately $101,000 in 2002 for office rent.

The Company believes that all transactions with the aforementioned directors and executive officers were made on terms no less favorable to the Company than would have been obtained from unaffiliated third parties and were approved or ratified by the entire Board, including disinterested directors.