SUPPLEMENTAL AGREEMENT


                        SUPPLEMENTAL AGREEMENT made as of October 1, 2002 between THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation ("Interpublic") and THOMAS DOWLING ("Executive").


W I T N E S S E T H:


                        WHEREAS,
Interpublic and Executive are parties to an Employment Agreement made as of November 1999 (hereinafter referred to as the "Agreement"); and

                        WHEREAS, Interpublic and Executive desire to amend the Agreement;

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

 

              1.           Paragraph 2.01(iii) of the Agreement is hereby amended, by adding "and Chief Risk Officer" following "Vice President, General Auditor".

  
 

              2.           Paragraph 3.01 of the Agreement is hereby amended by deleting "Two Hundred Twenty-Five Thousand Dollars ($225,000) per annum" and substituting "Three Hundred Fifty Thousand Dollars ($350,000) per annum" and adding" an additional Twenty-Five Thousand Dollars ($25,000) in the form of an Executive Special Benefits Agreement ("ESBA").

  
 

              3.           A new Section 5.04 is hereby added to the Agreement to read in its entirety as follows:

  
 

              "As soon as administratively feasible after full execution of this Supplemental Agreement, Interpublic will use its best efforts to have the Compensation Committee of its Board of Directors ("Committee") grant to Executive twenty thousand (20,000) shares of Interpublic Common Stock which will be subject to a five-year vesting restriction.

  
 

              4.           Section 7.01 of the Agreement is hereby amended by deleting all references to six (6) months therefrom and substituting twenty-four (24) months in all cases therefor.


                        Except as hereinabove amended, the Agreement shall continue in full force and effect.

                        This Supplemental Agreement shall be governed by the laws of the State of New York, applicable to contracts made and fully to be performed therein.

 

THE INTERPUBLIC GROUP OF COMPANIES, INC.

  
  
 

By:       /s/ C. Kent Kroeber                                   

 

      Name:  C. Kent Kroeber

 

      Title:  Senior Vice President

 

                 Human Resources

  
  
 

            /s/ Thomas Dowling                                  

 

              Thomas Dowling

Source: OneCLE Business Contracts.