EXECUTIVE SPECIAL BENEFIT AGREEMENT
                      -----------------------------------


          AGREEMENT  made as of February 1, 1998 by and between THE  INTERPUBLIC
GROUP OF COMPANIES,  INC., a corporation  of the State of Delaware  (hereinafter
referred to as "Interpublic")  and JAMES R. HEEKIN  (hereinafter  referred to as
"Executive").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS,  Executive is in the employ of Interpublic and/or one or more
of its subsidiaries (Interpublic and its subsidiaries being hereinafter referred
to collectively as the "Corporation"); and

          WHEREAS,  Interpublic and Executive  desire to enter into an Executive
Special  Benefit  Agreement  which  shall  be  supplementary  to any  employment
agreement  or  arrangement  which  Executive  now or  hereinafter  may have with
respect to Executive's employment by Interpublic or any of its subsidiaries;

          NOW,  THEREFORE,  in  consideration  of the mutual promises herein set
forth, the parties hereto, intending to be legally bound, agree as follows:

                                   ARTICLE I
                                   ---------

                     DEATH AND SPECIAL RETIREMENT BENEFITS
                     -------------------------------------

          1.01 For purposes of this  Agreement the "Accrual Term" shall mean the
period of  ninety-six  (96) months  beginning on the date of this  Agreement and
ending on the day  preceding  the eighth  anniversary  hereof or on such earlier
date on which Executive shall cease to be in the employ of the Corporation.

          1.02 The  Corporation  shall  provide  Executive  with  the  following
benefits  contingent  upon  Executive's   compliance  with  all  the  terms  and
conditions  of this  Agreement  and  Executive's  satisfactory  completion  of a
physical  examination  in  connection  with an  insurance  policy on the life of
Executive which  Interpublic or its assignee (other than Executive)  proposes to
obtain and own.  Effective at the end of the Accrual  Term,  Executive's  annual
compensation  will be increased by Fifty Thousand Dollars ($50,000) if Executive
is in the employ of the Corporation at that time.

          1.03 If,  during the  Accrual  Term or  thereafter  during a period of
employment  by the  Corporation  which  is  continuous  from  the  date  of this
Agreement,  Executive  shall die while in the  employ  of the  Corporation,  the
Corporation  shall pay to such  beneficiary or  beneficiaries as Executive shall
have designated pursuant to Section 1.07 (or in the absence of such designation,
shall pay to the  Executor  of the Will or the  Administrator  of the  Estate of
Executive)  survivor  income  payments of One Hundred  Twenty  Thousand  Dollars
($120,000) per annum for fifteen (15) years following  Executive's  death,  such
payments to be made on January 15th of each of the fifteen (15) years  beginning
with the year following the year in which Executive dies.

          1.04 If, after a continuous period of employment from the date of this
Agreement, Executive shall retire from the employ of the Corporation so that the
first  day on which  Executive  is no longer  in the  employ of the  Corporation
occurs on or after Executive's  sixtieth birthday,  the Corporation shall pay to
Executive special retirement benefits at the rate of One Hundred Twenty Thousand
Dollars  ($120,000) per annum for fifteen (15) years beginning with the calendar
month following Executive's last day of employment,  such payments to be made in
equal monthly installments.

          1.05 If, after a continuous period of employment from the date of this
Agreement,  Executive shall retire,  resign, or be terminated from the employ of
the  Corporation  so that the first day on which  Executive  is no longer in the
employ of the Corporation  occurs on or after Executive's  fifty-fifth  birthday
but  prior to  Executive's  sixtieth  birthday,  the  Corporation  shall  pay to
Executive  special  retirement  benefits at the annual rates set forth below for
fifteen years beginning with the calendar month following  Executive's  last day
of employment, such payments to be made in equal monthly installments:

Last Day of Employment                                      Annual Rate
----------------------                                      -----------

On or after 55th birthday but prior to 56th birthday        $ 62,400
On or after 56th birthday but prior to 57th birthday        $ 76,800
On or after 57th birthday but prior to 58th birthday        $ 91,200
On or after 58th birthday but prior to 59th birthday        $105,600
On or after 59th birthday but prior to 60th birthday        $112,800


          1.06 If, following such termination of employment, Executive shall die
before  payment  of all of the  installments  provided  for in  Section  1.04 or
Section 1.05, any remaining  installments  shall be paid to such  beneficiary or
beneficiaries as Executive shall have designated pursuant to Section 1.07 or, in
the  absence  of  such  designation,   to  the  Executor  of  the  Will  or  the
Administrator of the Estate of Executive.

          1.07 For  purposes of Sections  1.03,  1.04 and 1.05,  or any of them,
Executive may at any time  designate a beneficiary  or  beneficiaries  by filing
with the chief personnel  officer of Interpublic a Beneficiary  Designation Form
provided by such officer. Executive may at any time, by filing a new Beneficiary
Designation Form, revoke or change any prior designation of beneficiary.

          1.08 If Executive shall die while in the employ of the Corporation, no
sum shall be payable pursuant to Sections 1.04, 1.05, 1.06, 2.01, 2.02 or 2.03.

          1.09 In  connection  with the life  insurance  policy  referred  to in
Section  1.02,  Interpublic  has  relied  on  written  representations  made  by
Executive  concerning  Executive's age and the state of Executive's  health.  If
said representations are untrue in any material respect,  whether directly or by
omission, and if the Corporation is damaged by any such untrue  representations,
no sum shall be payable  pursuant to Sections 1.03, 1.04, 1.05, 1.06, 2.01, 2.02
or 2.03.

          1.10 It is expressly  agreed that  Interpublic or its assignee  (other
than  Executive)  shall  at all  times  be  the  sole  and  complete  owner  and
beneficiary of the life insurance  policy referred to in Sections 1.02 and 1.09,
shall have the  unrestricted  right to use all amounts and  exercise all options
and  privileges  thereunder  without the  knowledge  or consent of  Executive or
Executive's  designated  beneficiary  or  any  other  person  and  that  neither
Executive nor Executive's designated beneficiary nor any other person shall have
any right,  title or  interest,  legal or  equitable,  whatsoever  in or to such
policy.
<PAGE>

                                   ARTICLE II
                                   ----------

                       ALTERNATIVE DEFERRED COMPENSATION
                       ---------------------------------

          2.01 If Executive shall, for any reason other than death,  cease to be
employed by the Corporation on a date prior to Executive's fifty-fifth birthday,
the  Corporation  shall,  in lieu of any  payment  pursuant to Article I of this
Agreement,  compensate  Executive  by  payment,  at the times and in the  manner
specified  in Section  2.02,  of a sum  computed  at the rate of Fifty  Thousand
Dollars ($50,000) per annum for each full year and proportionate  amount for any
part year from the date of this Agreement to the date of such termination during
which  Executive  is in the employ of the  Corporation.  Such  payment  shall be
conditional  upon  Executive's  compliance  with all the terms and conditions of
this Agreement.

          2.02 The  aggregate  compensation  payable under Section 2.01 shall be
paid in equal consecutive monthly  installments  commencing with the first month
in which  Executive is no longer in the employ of the Corporation and continuing
for a number of months equal to the number of months which have elapsed from the
date of this  Agreement  to the  commencement  date  of such  payments,  up to a
maximum of ninety-six (96) months.

          2.03 If Executive dies while receiving payments in accordance with the
provisions  of Section 2.02,  any  installments  payable in accordance  with the
provisions  of  Section  2.02 less any  amounts  previously  paid  Executive  in
accordance  therewith,  shall  be  paid  to  the  Executor  of the  Will  or the
Administrator of the Estate of Executive.

          2.04 It is  understood  that none of the payments  made in  accordance
with this Agreement  shall be considered  for purposes of  determining  benefits
under the  Interpublic  Pension Plan, nor shall such sums be entitled to credits
equivalent  to  interest  under the Plan for Credits  Equivalent  to Interest on
Balances of Deferred  Compensation  Owing under  Employment  Agreements  adopted
effective as of January 1, 1974 by Interpublic.

                                  ARTICLE III
                                  -----------

                    NON-SOLICITATION OF CLIENTS OR EMPLOYEES
                    ----------------------------------------

          3.01 Following the termination of Executive's employment hereunder for
any reason,  Executive  shall not for a period of  twenty-four  (24) months from
such termination,  if such termination  occurs during the first two (2) years of
employment hereunder,  or for a period of twelve (12) months if such termination
occurs  subsequent to the first two years of employment,  either (a) solicit any
employee  of the  Corporation  to leave  such  employ  to enter  the  employ  of
Executive  or of any  corporation  or  enterprise  with which  Executive is then
associated  or (b) solicit or handle on  Executive's  own behalf or on behalf of
any other person, firm or corporation, the advertising,  public relations, sales
promotion or market research business of any advertiser which is a client of the
Corporation  at the time of such  termination  and as to which  brand  Executive
devoted services.
<PAGE>

                                   ARTICLE IV
                                   ----------

                                   ASSIGNMENT
                                   ----------

          4.01 This Agreement  shall be binding upon and inure to the benefit of
the successors and assigns of Interpublic. Neither this Agreement nor any rights
hereunder  shall be  subject in any matter to  anticipation,  alienation,  sale,
transfer,  assignment,  pledge, encumbrance or charge by Executive, and any such
attempted  action by Executive  shall be void. This Agreement may not be changed
orally, nor may this Agreement be amended to increase the amount of any benefits
that are payable  pursuant to this Agreement or to accelerate the payment of any
such benefits.

                                   ARTICLE V
                                   ---------

                        CONTRACTUAL NATURE OF OBLIGATION
                        --------------------------------

          5.01 The liabilities of the Corporation to Executive  pursuant to this
Agreement shall be those of a debtor pursuant to such contractual obligations as
are created by the Agreement.  Executive's rights with respect to any benefit to
which Executive has become  entitled under this  Agreement,  but which Executive
has not yet received, shall be solely the rights of a general unsecured creditor
of the Corporation.

                                   ARTICLE VI
                                   ----------

                                 APPLICABLE LAW
                                 --------------

          6.01 This  Agreement  shall be governed by and construed in accordance
with the laws of the State of New York. THE INTERPUBLIC GROUP OF COMPANIES, INC.


                              THE INTERPUBLIC GROUP OF
                              COMPANIES, INC.



                              By /s/ C. KENT KROEBER
                                ----------------------------------------
                                  C. KENT KROEBER



                                 /s/ JAMES R. HEEKIN
                                ----------------------------------------
                                   JAMES R. HEEKIN

Source: OneCLE Business Contracts.