SUPPLEMENTAL AGREEMENT


                            SUPPLEMENTAL AGREEMENT made as of November 7, 2002 by and between The Interpublic Group of Companies, Inc., a corporation of the State of Delaware (hereinafter referred to as the "Corporation"), and JOHN J. DOONER, JR. (hereinafter referred to as "Executive").


W I T N E S S E T H;


                            WHEREAS, the Corporation and Executive are parties to an Employment Agreement made as of January 1, 1994 as amended by Supplemental Agreements made as of July 1, 1995, September 1, 1997 and April 1, 2000 (hereinafter referred collectively as the "Employment Agreement"); and

                            WHEREAS, the Corporation and Executive desire to amend the Agreement;

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

                            1.            A new Section 3.03 of the Employment Agreement is hereby added to read in its entirety as follows: "Executive has been granted an award for the 2003-2005 performance period under Interpublic's Long Term Performance Incentive Plan ("LTPIP") equal to Twenty Thousand (20,000) performance units tied to the cumulative compound growth of Interpublic and options under Interpublic's Stock Incentive Plan to purchase Three Hundred Thousand (300,000) shares of Interpublic common stock which may not be exercised in any part prior to the end of the performance period and thereafter shall be exercisable in whole or in part. Subject to the terms of the Corporation's Performance Incentive Plan, the Committee approved certain non-forfeiture provisions in connection with Executive's grant, in the event Executive's employment is terminated by the Corporation without cause.

                            3.            A new Section 3.04 of the Employment Agreement is hereby added to read in its entirety as follows: "The Corporation shall obtain a ten (10) year Term Life Insurance policy on the life of Executive in the face amount of Ten Million ($10,000,000) Dollars. Annual premiums paid by the Corporation in the policy will be taxable income to Executive".

                            4.            Except as herein above amended, the Employment Agreement shall continue in full force and effect.

                            5.            This Supplemental Agreement shall be governed by the laws of the State of New York.

 

THE INTERPUBLIC GROUP OF COMPANIES, INC.

  
  
 

By:       /s/ C. Kent Kroeber                                   

 

              C. Kent Kroeber

  
  
 

              /s/ John J. Dooner                                     

 

                 John J. Dooner

  
  

Signed as of                                                

 

Source: OneCLE Business Contracts.