AMENDMENT NO. 2 TO THE 364-DAY CREDIT AGREEMENT

              "EBITDA" means, for any period, net income (or net loss) plus the sum of (a) Interest Expense, (b) income tax expense, (c) depreciation expense, (d) amortization expense, (e) non-cash, non-recurring charges in an amount not to exceed $161,400,000 taken (i) with respect to the impairment of the assets of Brands Hatch Leisure Limited, Octagon Worldwide Limited and Octagon Worldwide Inc. and their respective Subsidiaries, in the fiscal year ended December 31, 2002 (which shall be allocated to each of the fiscal quarters of 2002 as set forth in a schedule previously delivered by the Company to the Lenders) and (ii) with respect to all such other charges, in the fiscal year ended December 31, 2002 (which shall be allocated to each of the fiscal quarters of 2002 as set forth in a schedule previously delivered by the Company to the Lenders), (f) non-recurring restructuring charges in an amount not to exceed $275,000,000 (up to $240,000,000 of which may be cash charges) recorded in the financial statements of the Company and its Consolidated Subsidiaries for the fiscal quarter ended March 31, 2003 and each of the fiscal periods ending June 30, 2003, September 30, 2003, December 31, 2003 and March 31, 2004, (g) non-cash, non-recurring charges in an amount not to exceed $70,000,000 taken with respect to the impairment of the remaining book value of Brands Hatch Leisure Limited, Octagon Worldwide Limited and Octagon Worldwide Inc. and their respective Subsidiaries, (h) all impairment charges taken with respect to capital expenditures made on or after January 1, 2003 on behalf of Brands Hatch Leisure Limited, Octagon Worldwide Limited and Octagon Worldwide Inc. and their respective Subsidiaries, (i) non-cash, non-recurring goodwill or investment impairment charges in an amount not to exceed $300,000,000 taken in the fiscal periods ending September 30, 2003, December 31, 2003, March 31, 2004, June 30, 2004 and September 30, 2004, (j) payments made by the Company not to exceed $135,000,000 (up to $40,000,000 of which may be in cash) with respect to the fiscal periods ending September 30, 2003, December 31, 2003 and March 31, 2004, relating to the settlement of certain litigation matters, (k) $24,800,000 in respect of the early repayment by the Company of all amounts outstanding under each of its five Note Purchase Agreements with The Prudential Insurance Company of America dated as of May 26, 1994, April 28, 1995, October 31, 1996, August 19, 1997 and January 21, 1999, respectively, with respect to the fiscal quarter ending September 30, 2003 and (l) from and after such time as the Company adopts the fair value based method of accounting for stock-based employee compensation in accordance with Statement of Financial Accounting Standards No. 123 and Statement of Financial Accounting Standards No. 148, non-cash charges related to such adoption, in each case determined in accordance with GAAP for such period minus gain realized by the Company upon the sale of NFO Worldwide, Inc. in accordance with GAAP.

(b)         Section 1.03 is amended in full to read as follows:

              SECTION 1.03.   Accounting Terms.  All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) ("GAAP"), as amended by the Company's adoption of the fair value based method of accounting for stock-based employee compensation in accordance with Statement of Financial Accounting Standards No. 123 and Statement of Financial Accounting Standards No. 148.

INTRODUCTION AND PLAN HIGHLIGHTS

This pamphlet sets forth the basic terms of The Interpublic Senior Executive Retirement Income Plan (the "Plan"), effective August 1, 2003. The Plan is sponsored by The Interpublic Group of Companies, Inc. ("Interpublic"). Your rights and responsibilities under the Plan are also governed by your "Participation Agreement" with Interpublic, into which this pamphlet is incorporated by reference.

The Plan is unfunded and is designed primarily to provide deferred compensation for a select group of senior management employees of Interpublic and its subsidiaries. The Plan is excepted from most of the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

The benefits provided under the Plan are offered to secure your goodwill, loyalty, and achievement, as well as to attract and retain other executives of outstanding competence. The Plan does not, however, confer the right to continue in the employ of Interpublic or its subsidiaries, or to receive annual compensation of any particular amount.

Key features of the Plan include the following:

*

Eligibility to participate in the Plan must be approved by the Compensation Committee of Interpublic's Board of Directors (the "Compensation Committee"). (See "Eligibility," beginning on page 2.)

*

Your benefit under the Plan is expressed as an annual benefit (paid in monthly installments), continuing for 15 years. Your annual benefit is set forth in your Participation Agreement. (See "Your Benefit," beginning on page 2.)

*

Your benefit under the Plan is forfeitable until it becomes vested. In general, your benefit under the Plan vests gradually over ten years, and any increase in your benefit vests gradually over seven years from the time of the increase. (See "Vesting," beginning on page 3.)

*

Benefits under the Plan are not paid until after termination of your employment. The Plan is designed for you to begin receiving your benefit at age 60 or later. However, you may receive a reduced benefit, beginning at age 55, if you have participated in the Plan for at least five years. Benefit commencement is subject to compliance with non-competition and non-solicitation agreements. (See "Timing of Benefit Payments," beginning on page 6.)

Page 1

*

Instead of receiving monthly payments for 15 years, you may choose to receive monthly payments for 10 years or a lump sum. If you make either choice, your benefit will be discounted to reflect the accelerated payout. (See "Form of Benefit," beginning on page 7.)

*

The Plan is not funded, and your benefits under the Plan are not protected by a trust. Interpublic's promise to pay your benefit under the Plan is an unsecured debt of Interpublic. (See "Nature of Your Plan Benefit and Plan Assets," beginning on page 11.)

*

Your benefits under the Plan are in addition to, and independent of, any benefits to which you may be entitled under other benefit plans sponsored by Interpublic.

ELIGIBILITY

The Plan is designed to benefit the most senior U.S.-based management of Interpublic and its subsidiaries. You are eligible to participate in the Plan only if your participation is approved by the Compensation Committee.

If you are eligible to participate in the Plan, you can become a participant by signing a Participation Agreement. If you return your signed Participation Agreement within 30 days after the effective date stated in your Participation Agreement, your participation in the Plan will be effective on that effective date. If you do not return your signed Participation Agreement within 30 days after the effective date stated in your Participation Agreement, your participation in the Plan will become effective on the first day of the month beginning after the date on which you return your signed Participation Agreement. Your participation in the Plan will end when your employment with Interpublic and its subsidiaries is terminated or you otherwise become ineligible to participate.

YOUR BENEFIT

Your benefit under the Plan is expressed as an annual benefit, payable when you attain age 60, after your employment has terminated. Your Participation Agreement sets forth the benefit amount. The annual benefit is subject to forfeiture until it becomes fully vested. The vesting rules are described beginning on page 3.

Unless you elect a different form of payment (as described under "Form of Benefit," beginning on page 7), you will receive monthly payments, equal to 1/12 of the vested portion of your annual benefit, for 15 years.

Page 2

BENEFIT INCREASES

The amount of your benefit may be increased from time to time. Any increase in your benefit will be set forth in an amendment to your Participation Agreement.

Any increase in your benefit will be prospective, and will be subject to special vesting rules (described under "Vesting" below). Your annual benefit under the Plan (assuming it becomes vested) will be the sum of:

*

The benefit stated in your initial Participation Agreement; and

*

Each subsequent increase.

Please note that each benefit increase vests separately. For more information, see "Vesting" below.

REHIRE

If you leave Interpublic and its subsidiaries, and later return to a senior management position that is approved for participation in the Plan, you will be treated as a new hire. You will not receive credit for your prior participation in the Plan.

VESTING

GENERAL RULE

Any portion of your benefit that is not vested will be forfeited upon termination of your employment with Interpublic and its subsidiaries. Your benefit will begin to vest after you participate in the Plan for three years, and will become fully vested after you have participated in the Plan for ten years. Benefits under the Plan will vest according to the following schedule:

Years of Participation
in the Plan

Portion of Benefit
that is Vested

Fewer than 3

0 percent

At least 3, but fewer than 4

30 percent

At least 4, but fewer than 5

40 percent

At least 5, but fewer than 6

50 percent

Page 3

Years of Participation
in the Plan

Portion of Benefit
that is Vested

At least 6, but fewer than 7

60 percent

At least 7, but fewer than 8

70 percent

At least 8, but fewer than 9

80 percent

At least 9, but fewer than 10

90 percent

10 or more

100 percent

If you had an Executive Special Benefit Agreement ("ESBA"), up to three years of participation in your ESBA will count as years of participation in the Plan.

VESTING OF BENEFIT INCREASES

If your benefit is increased (as described on page 3), the change in your benefit (the increase) will vest over seven years following the effective date of the increase. Each increase in your benefit will vest according to the following schedule:

Years of Participation
After Increase

Vested Portion of Increase

At least 1, but fewer than 2

10 percent

At least 2, but fewer than 3

20 percent

At least 3, but fewer than 4

30 percent

At least 4, but fewer than 5

40 percent

At least 5, but fewer than 6

50 percent

At least 6, but fewer than 7

75 percent

7 or more

100 percent

Please note that vesting of each increase in your benefit begins after the increase becomes effective. Accordingly, participation in an ESBA and prior participation in the Plan do not count toward the vesting of any benefit increase.

Page 4

EXAMPLE. Suppose you sign a Participation Agreement, specifying a benefit of $275,000. After three years of participation, you sign an amendment to your Participation Agreement, increasing your benefit by $20,000 (to $295,000). Two years later, you sign a new amendment to your Participation Agreement, increasing your benefit by $5,000 (to $300,000). Four years later, you terminate employment with Interpublic and its subsidiaries. Your vested benefit (payable for 15 years, beginning at age 60, after your non-competition and non-solicitation agreements expire) would be $264,500 per year, calculated as follows:

*   Because you would have participated in the Plan for 9 years, your benefit under your original Participation Agreement would be 90 percent vested. The vested benefit would be $247,500:

                    90% of $275,000 = $247,500

*   Because you would have participated in the Plan for 6 years after the effective date of your first increase, the first increase would be 75 percent vested. The vested benefit would be $15,000:

                    75% of $20,000 = $15,000

*   Because you would have participated in the Plan for 4 years after the effective date of your second increase, the second increase would be 40 percent vested. The vested benefit would be $2,000:

                    40% of $5,000 = $2,000

*   Your total vested benefit would be the sum of the three vested benefits above, or $264,500 per year.

If you elect to receive your benefit in a different form, the amount of your vested benefit will be adjusted accordingly. (See "Form of Benefit," beginning on page 7.)

FORFEITURE

When your employment with Interpublic and its subsidiaries is terminated for any reason, any portion of your benefit that is not vested will be forfeited immediately. An unvested benefit accrued prior to your termination will not be reinstated, even if you are rehired. In addition, your vested benefit is subject to forfeiture if you breach the non-competition agreement or non-solicitation agreement described below.

Page 5

PAYMENT FROM THE PLAN

TIMING OF BENEFIT PAYMENTS

Benefits under the Plan are not paid until after termination of your employment with Interpublic and its subsidiaries. The Plan is designed for your full vested benefit to become payable after age 60. However, you may receive a reduced benefit beginning as early as age 55, if you have participated in the Plan for at least five years.

Regardless of your age, you may not begin receiving your vested benefit under the Plan until your non-competition and non-solicitation agreements (as described in your Participation Agreement) have expired. Breach of your non-competition agreement or non-solicitation agreement will result in the forfeiture of your vested benefit.

Commencement At Age 60 or Later

After termination of your employment with Interpublic and its subsidiaries, and your non-competition and non-solicitation agreements have expired, you may receive 100% of your vested benefit if you have attained age 60. This rule applies without regard to your age or years of participation when you terminated employment.

Commencement Before Age 60

Although payment of your vested benefit under the Plan is designed to commence at age 60, you may elect to begin receiving your vested benefit as early as age 55, following termination of your employment, if you have participated in the Plan for at least five years. (Remember, however, payment may not begin until your non-competition and non-solicitation agreements have expired.) If you begin to receive your vested benefit before age 60, your vested benefit will be reduced by 5/12 percent for each full calendar month by which your benefit commencement date precedes your 60^th birthday.

If you participate in the Plan for less than five years, you may not begin receiving your benefit before age 60.

Page 6

EXAMPLE. Suppose you terminate employment with Interpublic and its subsidiaries on your 53rd birthday, after having participated in the Plan for 7 years. Suppose your vested annual benefit is $175,000 (i.e., the annual benefit set forth in your Participation Agreement is $250,000).

Because you would have participated in the Plan for at least 5 years, you could begin receiving your benefit under the Plan at age 55. When your non-competition and non-solicitation agreements expire, if you elect to begin receiving your benefit on the first day of the month after your 55th birthday, you would receive a benefit of $10,937.50 per month, for 15 years:

*   You would be commencing your benefit 5 years (60 months) before your 60th birthday. Accordingly, your vested benefit would be reduced by 25% (5% per year times 5 years).

          Amount of Reduction:                      25% of $175,000      =         $43,750
          Annual Benefit After Reduction:       $175,000 - $43,750    =         $131,250
          Monthly Benefit After Reduction:     $131,250/12              =         $10,937.50

If you elect to receive your benefit in a different form, the amount of your vested benefit will be adjusted accordingly. (See "Form of Benefit" below.)

DEATH BENEFITS

If you die before your vested benefit is paid in full, a beneficiary (or beneficiaries) selected by you will be entitled to receive the remainder (if any) of your vested benefit.

FORM OF PAYMENT OF DEATH BENEFITS

The form in which the death benefit will be paid is determined as follows:

*

If you elect to receive your benefit in installments (over 10 or 15 years), and you die while your benefit is in pay status, your beneficiary (or beneficiaries) will continue receiving monthly payments, until the balance of your vested benefit is paid.

*

If you die before you receive your first benefit payment (whether a lump sum or an installment), your beneficiary (or beneficiaries) will receive the death benefit in a lump sum, determined using an interest rate set by the MHRC.

Please note that if the death benefit is paid in installments, it will remain unfunded, as described under "Nature of Your Plan Benefit and Plan Assets," beginning on page 11.

DESIGNATING YOUR BENEFICIARY

You may designate one or more primary beneficiaries to receive the balance of your vested benefit after your death. You may also designate one or more contingent beneficiaries, who would receive any remaining payments if your primary beneficiaries die before all payments have been made. You may change your beneficiaries at any time before your death by filing a new beneficiary designation form with Interpublic's Human Resources Department.

If you are married on the date of your death, your beneficiary will be your spouse, unless you specify a different beneficiary. You may not designate a beneficiary other than your spouse, however, without your spouse's written consent.

In the absence of an effective beneficiary designation (or if none of your primary or contingent beneficiaries are living), the remainder of the vested portion of your benefit (if any) will be distributed, in the form described under "Form of Payment of Death Benefits" above, to the first of the following to survive you ---

*

your spouse;

Page 9

*

your children (to be divided equally);

*

your parents;

*

your brothers and sisters (to be divided equally); or

*

the executors or administrators of your will.

The form for making your initial beneficiary designation is attached to your Participation Agreement. You may obtain new beneficiary designation forms from Interpublic's Human Resources Department.

MISCELLANEOUS MATTERS

PLAN ADMINISTRATION

The Plan's administrator is the MHRC. The Plan's administrator has complete and exclusive discretionary authority and responsibility to administer and interpret the Plan's governing documents (including the authority to resolve ambiguities and inconsistencies in the Plan's language, and to correct any inadvertent omissions). All decisions of the Plan's administrator are final and controlling for purposes of the Plan.

The MHRC has authority to delegate any of its duties and responsibilities under the Plan as it deems appropriate. In addition, the MHRC may employ one or more persons to render advice with regard to any of its administration responsibilities.

PARTICIPATION AGREEMENT, AMENDMENT, AND TERMINATION

Your Participation Agreement sets forth specific terms relating to your benefit under SERIP. Your Participation Agreement, including any amendment thereto, is valid only if it is executed on behalf of Interpublic, by Interpublic's Executive Vice President, Chief Human Resources Officer.

Although Interpublic intends to operate the Plan indefinitely, Interpublic reserves the right to amend or terminate the Plan at any time, and from time to time, either retroactively or prospectively, without your consent. However, unless necessitated by a change in applicable law, no amendment or termination will reduce the amount of your vested benefit as of the date of the amendment or termination.

Any amendment or termination of the Plan may be adopted by resolution of the Compensation Committee. In addition, the MHRC may make any amendment required to comply with federal

Page 10

or state law, or that is desirable to improve the administration of the Plan, if the amendment does not materially affect the substance of the Plan or the level of benefits provided.

COORDINATION WITH OTHER BENEFITS

Your benefit under the Plan is designed to be in addition to benefits you earn under other benefit plans sponsored by Interpublic. Except as provided in another plan, your right to a benefit under the Plan will not affect any benefit accrued under the other plan.

NATURE OF YOUR PLAN BENEFIT AND PLAN ASSETS

Your benefit under the Plan is paid from Interpublic's general assets. Although the MHRC tracks the accrual of your benefit carefully, corresponding funds are not required to be set aside to pay your benefit. The Plan is an unfunded plan and does not have assets that are protected by a trust.

Your benefit under the Plan is protected solely by Interpublic's credit-worthiness, and not by any secured interest in Interpublic's assets or a trust fund. Benefits under the Plan are not insured by the Pension Benefit Guaranty Corporation.

ASSIGNMENT AND ALIENATION

In general, your rights to a benefit under the Plan (and the corresponding rights of your beneficiaries) may not be assigned, transferred, alienated, encumbered, or otherwise subject to lien. However, the Plan will comply with domestic relations orders that are determined to be "qualified domestic relations orders" under ERISA.

WITHHOLDING AND OTHER TAX CONSEQUENCES

Interpublic has full authority to deduct from amounts paid under the Plan any taxes that it determines are required to be withheld by any government or government agency. You (or your beneficiaries) are responsible for satisfying any remaining tax obligations, to the extent that amounts withheld (if any) are insufficient.

Page 11

MAILING ADDRESS

After you terminate employment with Interpublic and its subsidiaries, you will receive periodic correspondence related to your benefit under the Plan. It is your responsibility to notify Interpublic's Human Resources Department of any changes in your mailing address or in the mailing address of any of your beneficiaries (or contingent beneficiaries). Failure to update your address could delay delivery of your benefit.

OVERPAYMENTS

If an overpayment of benefits is made under the Plan, the amount of the overpayment may be set off against future payments under the Plan until the overpayment has been recovered. If no future payments are scheduled, you will be required to return the overpaid amount, and Interpublic may pursue any legal avenue to effectuate recovery.

INCAPACITY AND MINOR STATUS

If any individual entitled to a payment from the Plan is a minor, or is physically or mentally unable to care for his or her affairs, and another person or institution is maintaining custody over the individual entitled to receive the payment, payments from the Plan may be made, for the benefit of the individual entitled to payment, to the custodial person or institution, as applicable. If a court has appointed a guardian or representative of the individual entitled to payment, payment will be made to the guardian or representative. This payment will discharge the Plan's liability, as if the payment were made to the individual entitled to payment.

CONTINUED EMPLOYMENT

Nothing in the Plan confers on you the right to continue in the employment or service of Interpublic or its subsidiaries, or to receive annual compensation in any particular amount. Conversely, nothing in the Plan confers on Interpublic the right to require you to remain in its employ.

LIABILITY LIMITED

Except as and to the extent otherwise provided by applicable law, no liability will attach to or be incurred by the shareholders, directors, officers, or employees of Interpublic and its subsidiaries under or by reason of any of the terms and conditions contained in the Plan.

Page 12

TITLES AND HEADINGS NOT TO CONTROL

The titles and headings of sections of the Plan are for convenience of reference only. In the event of any conflict, the text of the Plan, rather than the titles or headings, will control.

SEVERABILITY

If any provision of the Plan is held illegal or invalid for any reason, other provisions will be unaffected. The Plan will be construed as if any illegal or invalid provision was never inserted.

VARIATIONS IN PLAN TERMS

Your individual Participation Agreement may contain provisions that conflict with or are otherwise inconsistent with the terms set forth in this plan document. In such cases, the terms of your Participation Agreement will control.

COMPLETE STATEMENT OF THE PLAN

This pamphlet and your Participation Agreement are a complete statement of your rights under the Plan. Any question regarding your rights under the Plan must be resolved by applying the terms of the Plan document and your Participation Agreement. External evidence of intent or meaning will not be relevant.

CLAIMS AND APPEALS

The Plan has specific procedures for making a claim for additional benefits. This claim and appeal process must be exhausted before you can file a lawsuit in court. The claim and appeal process has two levels: the initial claim and review on appeal. They operate as follows:

INITIAL CLAIMS

1.

Any benefit claim must be in writing and should be mailed to the MHRC, at the following address:

Page 13

IPG Management Human Resources Committee
1271 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Executive Vice President, Chief Human Resources Officer

2.

The MHRC will generally review and decide each claim within 90 days after your claim was received. (If additional time is needed, the MHRC will notify you, and the determination period may be extended an additional 90 days.)

If additional information is needed, the determination period will be tolled from the date the request for additional information is sent until the date you respond.

3.

If your claim is wholly or partially denied, the MHRC will render a written decision. The decision will include:

*

the specific reason or reasons for denial of your claim;

*

references to the specific Plan provisions upon which the denial is based;

*

a description of any additional material or information necessary to perfect your claim, and an explanation of why such material or information is necessary;

*

an explanation of the appeal procedures and the applicable time limits; and

*

a statement of your right to bring a civil action under section 502(a) of ERISA, if your claim is denied upon review.

4.

If your claim is not resolved within 90 days after it is received by the MHRC (or 180 days in case of an extension), you may consider it denied.

APPEALS

1.

Within 60 days after you receive a written notice of denial of your claim (or after your claim is deemed to be denied), you may file a written request with the MHRC, at the address shown on page 14, for a full and fair review of its initial decision (an "appeal").

2.

In connection with a request for review, you may:

*

submit written comments, documents, records and other information relating to your claim; and

*

receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant --- as determined by the MHRC, in its sole discretion --- to your claim.

Page 14

3.

The review on appeal will take into account all comments, documents, records and other information that you submit, without regard to whether the information was considered in the initial benefit determination. The MHRC will generally decide your appeal within 60 days after your request for review is received. (If additional time is needed, the MHRC will notify you, and the review period may be extended an additional 60 days.)

If additional information is needed, the review period will be tolled from the date the request for additional information is sent until the date you respond.

4.

If your appeal is wholly or partially denied, the MHRC will render a written decision. The decision will include:

*

the specific reason or reasons for the decision;

*

references to the specific Plan provisions upon which the decision is based;

*

an explanation of your right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant ---as determined by the MHRC, in its sole discretion --- to your claim for benefits; and

*

a statement of your right to bring a civil action under section 502(a) of ERISA.

5.

If your appeal is not resolved within 60 days after it is received by the MHRC (or 120 days in case of an extension), you may consider it denied.

OTHER RULES AND RIGHTS REGARDING CLAIMS AND APPEALS

*

You may authorize a representative to pursue any claim or appeal on your behalf. The MHRC may establish reasonable procedures for verifying that any representative has in fact been authorized to act on your behalf.

*

Any interpretations related to facts or provisions of the Plan will be made by the MHRC, in its complete and exclusive discretion, and will be binding and conclusive. The MHRC will develop administrative processes and safeguards as it deems necessary to ensure that all decisions are made in accordance with the Plan's governing documents, and that the relevant provisions are applied consistently.

*

The Plan will be interpreted and enforced pursuant to the provisions of ERISA. To the extent that state-law issues arise, New York law (exclusive of choice of law provisions) will govern.

Page 15

Table of Contents

INTRODUCTION AND PLAN HIGHLIGHTS......................................................................

1

ELIGIBILITY.............................................................................................................................

2

YOUR BENEFIT........................................................................................................................

2

   Benefit Increases........................................................................................................................

3

VESTING.....................................................................................................................................

3

   General Rule...............................................................................................................................

3

   Forfeiture....................................................................................................................................

3

Payments from the Plan..............................................................................................

3

   Timing of Distributions..............................................................................................................

3

   Form of Payment........................................................................................................................

3

   Commencing Distribution and Making an Election...................................................................

4

Disability...............................................................................................................................

5

Death Benefits....................................................................................................................

5

   Designating Your Beneficiary....................................................................................................

5

Miscellaneous Matters...............................................................................................

6

   Plan Administration...................................................................................................................

6

   Participation Agreement, Amendment, and Termination..........................................................

6

   Coordination with Other Benefits..............................................................................................

7

   Nature of Your Account Balance and Plan Assets.....................................................................

7

   Assignment and Alienation........................................................................................................

7

   Withholding and Other Tax Consequences................................................................................

7

   Mailing Address.........................................................................................................................

7

   Overpayments............................................................................................................................

8

   Incapacity and Minor Status.......................................................................................................

8

   Continued Employment.............................................................................................................

8

   Liability Limited........................................................................................................................

8

   Titles and Headings Not to Control...........................................................................................

8

   Severability................................................................................................................................

8

   Variations in Plan Terms............................................................................................................

9

   Complete Statement of the Plan.................................................................................................

9

Claims and Appeals..........................................................................................................

9

   Initial Claims..............................................................................................................................

9

   Appeals.......................................................................................................................................

10

   Other Rules and Rights Regarding Claims and Appeals...........................................................

11

Introduction and Plan Highlights

This pamphlet sets forth the basic terms of The Interpublic Capital Accumulation Plan (the "Plan"), effective August 1, 2003. The Plan is sponsored by The Interpublic Group of Companies, Inc. ("Interpublic"). Your rights and responsibilities under the Plan are also governed by your "Participation Agreement" with Interpublic, into which this pamphlet is incorporated by reference.

The Plan is unfunded and is designed primarily to provide deferred compensation for a select group of senior management employees of Interpublic and its subsidiaries. The Plan is excepted from most of the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

The benefits provided under the Plan are offered to secure your goodwill, loyalty, and achievement, as well as to attract and retain other executives of outstanding competence. The Plan does not, however, confer the right to continue in the employ of Interpublic or its subsidiaries, or to receive annual compensation of any particular amount.

Key features of the Plan include the following:

*

Eligibility to participate in the Plan must be approved by Interpublic's Management Human Resources Committee (the "MHRC"). (See "Eligibility," beginning on page 2.)

*

Your benefit under the Plan is expressed as an account balance. Each year, your account will earn a dollar credit, the amount of which is set forth in your Participation Agreement. This annual dollar credit will be posted on December 31. In addition, your account will be credited with interest each year, at a rate set by Interpublic's Management Human Resources Committee (the "MHRC"). (See "Your Benefit," beginning on page 2.)

*

Your account balance under the Plan is forfeitable until it becomes vested. Your account vests after three years of participation in the Plan. (See "Vesting," beginning on page 3.)

*

You can begin receiving a distribution of your vested account balance after your employment has terminated and the non-competition and non-solicitation agreements described in your Participation Agreement have expired. (See "Timing of Distributions," beginning on page 3.)

*

You can receive your vested account balance in a lump sum. Or, if your employment terminates after age 55, and have participated in the Plan for at least 5 years, you can receive your vested account balance in monthly installments over 10 or 15 years. (See "Form of Payment," beginning on page 3.)

*

The Plan is not funded, and your benefits under the Plan are not protected by a trust. Interpublic's promise to pay your benefit under the Plan is an unsecured debt of Interpublic. (See "Nature of Your Account Balance and Plan Assets," beginning on page 7.)

Page 1

Commencing Distribution and Making an Election

You may elect when you would like to begin receiving your vested account balance at any time, as long as your completed election form is delivered to Interpublic's Human Resources Department at least 12 months before distribution of your vested account balance is scheduled to begin. You may request benefit application forms from Interpublic's Human Resources Department.

Your benefit application will include an option to change your election regarding the form in which your benefit is paid. (Your Participation Agreement also includes a payment form election.) Any election (or change to an election) made less than 12 months before payments are scheduled to begin will be invalid.

Page 4

If you do not make a valid election regarding your benefit commencement date or your form of payment, you will receive a lump sum, equal to your vested account balance, payable on the first day of the month coincident with or next following the date as of which you have terminated employment with Interpublic and its subsidiaries and your non-competition and non-solicitation agreements have expired.

Disability

If you become unable to continue working in your current position due to disability (as determined under the IPG Long Term Disability Plan), you will continue to participate in the Plan (earning dollar credits and interest like any other participant) until termination of your employment with Interpublic and its subsidiaries. The rules described under "Timing of Distributions" (beginning on page 3) will apply.

Death Benefits

If you die before your vested account balance is paid in full, a beneficiary (or beneficiaries) selected by you will be entitled to receive your remaining vested account balance. Unless you elected to receive your benefit in installments, your beneficiary (or beneficiaries) will receive the remaining vested balance in a lump sum. If you elected to receive your vested account balance in installments, your beneficiary (or beneficiaries) will continue receiving installment payments until the full vested balance is paid.

Please note that if the death benefit is paid in installments, it will remain unfunded, as described under "Nature of Your Account Balance and Plan Assets," beginning on page 7.

Designating Your Beneficiary

You may designate one or more primary beneficiaries to receive your vested account balance after your death. You may also designate one or more contingent beneficiaries, who would receive any remaining vested balance if your primary beneficiaries die before payments are completed. You may change your beneficiaries at any time before your death by filing a new beneficiary designation form with Interpublic's Human Resources Department.

If you are married on the date of your death, your beneficiary will be your spouse, unless you specify a different beneficiary. You may not designate a beneficiary other than your spouse, however, without your spouse's written consent.

In the absence of an effective beneficiary designation (or if none of your primary or contingent beneficiaries are living), your vested account balance (if any) will be distributed, in the form described under "Death Benefits" above, to the first of the following to survive you ---

Page 5

   *   your spouse;

   *   your children (to be divided equally);

   *   your parents;

   *   your brothers and sisters (to be divided equally); or

   *   the executors or administrators of your will.

The form for making your initial beneficiary designation is attached to your Participation Agreement. You may obtain new beneficiary designation forms from Interpublic's Human Resources Department.

Miscellaneous Matters

Plan Administration

The Plan's administrator is the MHRC. The Plan's administrator has complete and exclusive discretionary authority and responsibility to administer and interpret the Plan's governing documents (including the authority to resolve ambiguities and inconsistencies in the Plan's language, and to correct any inadvertent omissions). All decisions of the Plan's administrator are final and controlling for purposes of the Plan.

The MHRC has authority to delegate any of its duties and responsibilities under the Plan as it deems appropriate. In addition, the MHRC may employ one or more persons to render advice with regard to any of its administration responsibilities.

Participation Agreement, Amendment, and Termination

Your Participation Agreement sets forth specific terms relating to your benefit under CAP. Your Participation Agreement, including any amendment thereto, is valid only if it is executed on behalf of Interpublic, by Interpublic's Executive Vice President, Chief Human Resources Officer.

Although Interpublic intends to operate the Plan indefinitely, Interpublic reserves the right to amend or terminate the Plan at any time, and from time to time, either retroactively or prospectively, without your consent. However, unless necessitated by a change in applicable law, no amendment or termination will reduce your vested account balance as of the date of the amendment or termination.

Any amendment or termination of the Plan may be adopted by resolution of the Compensation Committee. In addition, the MHRC may make any amendment required to comply with federal or state law, or that is desirable to improve the administration of the Plan, if the amendment does not materially affect the substance of the Plan or the level of benefits provided.

Page 6

Coordination with Other Benefits

Your benefit under the Plan is designed to be in addition to benefits you earn under other benefit plans sponsored by Interpublic. Except as provided in another plan, your right to a benefit under the Plan will not affect any benefit accrued under the other plan.

Nature of Your Account Balance and Plan Assets

Your account balance is paid from Interpublic's general assets. Although the MHRC tracks the growth of your account balance carefully, corresponding funds are not required to be set aside to pay your benefit. The Plan is an unfunded plan and does not have assets that are protected by a trust.

Your vested account balance is protected solely by Interpublic's credit-worthiness, and not by any secured interest in Interpublic's assets or a trust fund. Benefits under the Plan are not insured by the Pension Benefit Guaranty Corporation.

Assignment and Alienation

In general, your rights to a benefit under the Plan (and the corresponding rights of your beneficiaries) may not be assigned, transferred, alienated, encumbered, or otherwise subject to lien. However, the Plan will comply with domestic relations orders that are determined to be "qualified domestic relations orders" under ERISA.

Withholding and Other Tax Consequences

Interpublic has full authority to deduct from amounts paid under the Plan any taxes that it determines are required to be withheld by any government or government agency. You (or your beneficiaries) are responsible for satisfying any remaining tax obligations, to the extent that amounts withheld (if any) are insufficient.

Mailing Address

After you terminate employment with Interpublic and its subsidiaries, you will receive periodic correspondence related to your benefit under the Plan. It is your responsibility to notify Interpublic's Human Resources Department of any changes in your mailing address or in the mailing address of any of your beneficiaries (or contingent beneficiaries). Failure to update your address could delay distribution of your vested account balance.

Page 7

Overpayments

If an overpayment of benefits is made under the Plan, the amount of the overpayment may be set off against future payments under the Plan until the overpayment has been recovered. If no future payments are scheduled, you will be required to return the overpaid amount, and Interpublic may pursue any legal avenue to effectuate recovery.

Incapacity and Minor Status

If any individual entitled to a payment from the Plan is a minor, or is physically or mentally unable to care for his or her affairs, and another person or institution is maintaining custody over the individual entitled to receive the payment, payments from the Plan may be made, for the benefit of the individual entitled to payment, to the custodial person or institution, as applicable. If a court has appointed a guardian or representative of the individual entitled to payment, payment will be made to the guardian or representative. This payment will discharge the Plan's liability, as if the payment were made to the individual entitled to payment.

Continued Employment

Nothing in the Plan confers on you the right to continue in the employment or service of Interpublic or its subsidiaries, or to receive annual compensation in any particular amount. Conversely, nothing in the Plan confers on Interpublic the right to require you to remain in its employ.

Liability Limited

Except as and to the extent otherwise provided by applicable law, no liability will attach to or be incurred by the shareholders, directors, officers, or employees of Interpublic and its subsidiaries under or by reason of any of the terms and conditions contained in the Plan.

Titles and Headings Not to Control

The titles and headings of sections of the Plan are for convenience of reference only. In the event of any conflict, the text of the Plan, rather than the titles or headings, will control.

Severability

If any provision of the Plan is held illegal or invalid for any reason, other provisions will be unaffected. The Plan will be construed as if any illegal or invalid provision was never inserted.

Page 8

Variations in Plan Terms

Your individual Participation Agreement may contain provisions that conflict with or are otherwise inconsistent with the terms set forth in this plan document. In such cases, the terms of your Participation Agreement will control.

Complete Statement of the Plan

This pamphlet and your Participation Agreement are a complete statement of your rights under the Plan. Any question regarding your rights under the Plan must be resolved by applying the terms of the Plan document and your Participation Agreement. External evidence of intent or meaning will not be relevant.

Claims and Appeals

The Plan has specific procedures for making a claim for additional benefits. This claim and appeal process must be exhausted before you can file a lawsuit in court. The claim and appeal process has two levels: the initial claim and review on appeal. They operate as follows:

Initial Claims

1.

Any benefit claim must be in writing and should be mailed to the MHRC, at the following address:

IPG Management Human Resources Committee
1271 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Executive Vice President, Chief Human Resources Officer

2.

The MHRC will generally review and decide each claim within 90 days after your claim was received. (If additional time is needed, the MHRC will notify you, and the determination period may be extended an additional 90 days.)

If additional information is needed, the determination period will be tolled from the date the request for additional information is sent until the date you respond.

3.

If your claim is wholly or partially denied, the MHRC will render a written decision. The decision will include:

*

the specific reason or reasons for denial of your claim;

Page 9

*

references to the specific Plan provisions upon which the denial is based;

*

a description of any additional material or information necessary to perfect your claim, and an explanation of why such material or information is necessary;

*

an explanation of the appeal procedures and the applicable time limits; and

*

a statement of your right to bring a civil action under section 502(a) of ERISA, if your claim is denied upon review.

4.

If your claim is not resolved within 90 days after it is received by the MHRC (or 180 days in case of an extension), you may consider it denied.

Appeals

1.

Within 60 days after you receive a written notice of denial of your claim (or after your claim is deemed to be denied), you may file a written request with the MHRC, at the address shown on page 9, for a full and fair review of its initial decision (an "appeal").

2.

In connection with a request for review, you may:

submit written comments, documents, records and other information relating to your claim; and

receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant --- as determined by the MHRC, in its sole discretion --- to your claim.

3.

The review on appeal will take into account all comments, documents, records and other information that you submit, without regard to whether the information was considered in the initial benefit determination. The MHRC will generally decide your appeal within 60 days after your request for review is received. (If additional time is needed, the MHRC will notify you, and the review period may be extended an additional 60 days.)

If additional information is needed, the review period will be tolled from the date the request for additional information is sent until the date you respond.

4.

If your appeal is wholly or partially denied, the MHRC will render a written decision. The decision will include:

*

the specific reason or reasons for the decision;

*

references to the specific Plan provisions upon which the decision is based;

*

an explanation of your right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information

Page 10

relevant --- as determined by the MHRC, in its sole discretion --- to your claim for benefits; and

*

a statement of your right to bring a civil action under section 502(a) of ERISA.

5.

If your appeal is not resolved within 60 days after it is received by the MHRC (or 120 days in case of an extension), you may consider it denied.

Other Rules and Rights Regarding Claims and Appeals

*

You may authorize a representative to pursue any claim or appeal on your behalf. The MHRC may establish reasonable procedures for verifying that any representative has in fact been authorized to act on your behalf.

*

Any interpretations related to facts or provisions of the Plan will be made by the MHRC, in its complete and exclusive discretion, and will be binding and conclusive. The MHRC will develop administrative processes and safeguards as it deems necessary to ensure that all decisions are made in accordance with the Plan's governing documents, and that the relevant provisions are applied consistently.

*

The Plan will be interpreted and enforced pursuant to the provisions of ERISA. To the extent that state-law issues arise, New York law (exclusive of choice of law provisions) will govern.

Page 11