TMP Worldwide to Spin Off eResourcing and Executive Search Units

-- Creates Broader Growth Opportunities for Monster and TMP Interactive; Move to Eliminate Perceived Staffing and Search Industry Conflicts
-- Spin-off to Form New and Totally Separate, Publicly Traded Staffing and Search Company
-- TMP Names New Chief Operating Officer
-- Company Affirms Guidance of $0.14 Adjusted Diluted EPS for Q3

NEW YORK, Oct 21, 2002 (BUSINESS WIRE) -- TMP Worldwide Inc. (NASDAQ:TMPW), the world's leading supplier of human capital solutions, including the pre-eminent Internet career portal Monster(R), today announced plans to spin off its eResourcing and Executive Search business units to create a new and totally separate, publicly traded company.

TMP Worldwide will remain a stand-alone corporate entity comprised of Monster, Monstermoving, Advertising & Communications and Directional Marketing. The spin-off is subject to a number of customary conditions, such as receipt of an opinion that the spin-off will be tax-free for federal income tax purposes and the effectiveness of the registration statement relating to the shares of the new company. The company expects the transaction to be completed in the first quarter of 2003.

TMP's Board of Directors and senior management team determined after careful consideration that breaking out eResourcing and Executive Search into a separate company, managed by experienced staffing and executive search professionals, was critical to the future growth and prosperity of its staffing and search units, as well as Monster and its other business units. By splitting into two separate companies, TMP believes each enterprise will be better positioned to focus on its core businesses and competencies, and thus compete more effectively in their respective markets.

"We believe that the spin-off of eResourcing and Executive Search will enable us to unlock the value of Monster as well as the business and profitability potential of this new staffing and search entity," said Andrew J. McKelvey, Chairman and Chief Executive Officer of TMP Worldwide. "While a number of clients do use the services of two or more TMP business units, the buying decision-makers for TMP's products are all distinctly different people within our clients' organizations. This natural teaming of our business units into two separate companies will better align our resources around our clients and enable these enterprises to more effectively leverage their respective assets and maximize value for their customers. This separation also eliminates the perceived conflict-of-interest between the staffing industry and our Monster and interactive offerings, providing new opportunities for Monster within the staffing industry."

Michael Sileck, Chief Financial Officer of TMP Worldwide, added, "As a result of this spin-off, the organizational structure, assets, debt and liabilities of the two companies will be more clearly defined and transparent. We're convinced the spin-off also will allow the market to assign a more appropriate stand-alone valuation to each company and allow for their respective performance to be compared against that of their peer companies."

New Company to Offer Full Spectrum of Staffing and Search Services

The new company formed by TMP's eResourcing and Executive Search units will focus on its strength of delivering value to its customer base through traditional executive search, staffing and talent assessment solutions. Leveraging the combination of these units in a single company will define a new breed of staffing and search enterprise - one that is able to deliver a full spectrum of recruitment, staffing and assessment services.

The new company will be led by industry veteran Jon Chait, who will draw upon his more than 10 years of experience directing publicly held, international recruitment and staffing companies, as chief executive officer. Mr. Chait has served in numerous leadership positions within the staffing industry, including as chief executive officer of Spring plc, one of the United Kingdom's largest IT staffing providers, and as chief financial officer and managing director of international operations for Manpower Inc.

In addition, a separate board of directors will be established for the new staffing and search enterprise, and no TMP officers or directors will hold any seat on the board of the new company.

A distribution of the new company's shares is planned for the first quarter of 2003 and it is anticipated its shares will trade on Nasdaq under a separate ticker symbol. The stock distribution ratio is yet to be determined.

Morgan Stanley is acting as financial advisor to TMP in connection with the spin-off transaction. Fulbright & Jaworski LLP and Baker McKenzie are acting as legal advisors to the company.

TMP Names New COO

TMP Worldwide will continue to focus on the online recruitment solutions business, powered by the strength of Monster, the online recruitment leader. TMP also will continue to build on the synergies between Monster, Monstermoving, and the company's Directional Marketing and Advertising & Communications business units to expand TMP's breadth of innovative, highly effective solutions for its customers.

In a move to further enhance TMP Worldwide's senior management team, the company named the former president of CIGNA HealthCare, William M. Pastore, to the position of chief operating officer. He will be responsible for overseeing the operations of TMP Worldwide and will report directly to Mr. McKelvey. Previously, Mr. Pastore had full operational responsibility for CIGNA Healthcare, the largest component of CIGNA Corporation. Here, he directed all aspects of the business including operations, sales, marketing, technology and customer service. Prior to CIGNA, Mr. Pastore spent nearly 25 years with Citibank, N.A., where he held numerous senior operating roles, culminating as Division Executive for their National Services organization supporting 475 branches across the U.S.

Affirms Adjusted Diluted EPS Guidance for Q3

Separately, TMP announced today that preliminary results for the third quarter ended September 30, 2002 are consistent with prior guidance of approximately $0.14 in adjusted diluted earnings per share. Diluted earnings per share have been adjusted to exclude the after-tax effects of merger and integration costs and the business reorganization and other special charges.

In accordance with its normal reporting practice, TMP expects to release third quarter financial results for the period ended September 30, 2002 on Wednesday, November 6, 2002, after the close of market.

About TMP Worldwide

Founded in 1967, TMP Worldwide Inc., with more than 8,500 employees in 33 countries, is the online recruitment leader, the world's largest Recruitment Advertising agency network, and one of the world's largest Executive Search & Executive Selection agencies. TMP Worldwide, headquartered in New York, is also the world's largest Yellow Pages advertising agency and a provider of direct marketing services. The Company's clients include more than 90 of the Fortune 100 and more than 490 of the Fortune 500 companies. In June 2001, TMP Worldwide was added to the S&P 500 Index. More information about TMP Worldwide is available at www.tmp.com.

Monster, headquartered in Maynard, Mass., is the leading global careers website, recording over 43.4 million unique visits during the month of September 2002 according to independent research conducted by I/PRO. Monster connects the most progressive companies with the most qualified career-minded individuals, offering innovative technology and superior services that give them more control over the recruiting process. The Monster global network consists of local content and language sites in the United States, United Kingdom, Australia, Canada, the Netherlands, Belgium, New Zealand, Singapore, Hong Kong, France, Scotland, Germany, Ireland, Spain, Luxembourg, India, Italy, Sweden, Norway, Denmark, Switzerland, and Finland. Monster is the official online career management services sponsor of the 2002 Olympic Winter Games and 2002 and 2004 U.S. Olympic Teams. More information about Monster is available at www.monster.com or by calling 1-800-MONSTER.

TMP Worldwide will host a conference call to discuss the company's plan to spin off its eResourcing and Executive Search units on Tuesday, October 22, 2002. To join the conference call, please dial in on 1-888-209-4005 at 8:20 AM EDT. For those outside the United States, please call in on 1-212-346-6425. The call will begin promptly at 8:30 AM EDT. Individuals can also access TMP Worldwide's conference call through Yahoo! Finance at www.yahoo.com and the investor information section of the Company's website at www.tmp.com.

Special Note: Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the statements made in this release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve certain risks and uncertainties, including statements regarding the company's strategic direction, prospects and future results. Certain factors, including factors outside of our control, may cause actual results to differ materially from those contained in the forward- looking statements, including economic and other conditions in the markets in which we operate, risks associated with acquisitions, competition, seasonality and the other risks discussed in our Form 10-K and our other filings made with the Securities and Exchange Commission, which discussions are incorporated in this release by reference.

CONTACT:

Weber Shandwick
Christian Harper, 212/445-8135
charper@webershandwick.com
or
TMP Worldwide
David Rosa, 212/351-7067
david.rosa@tmp.com