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 SEAN ORR (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 April 27, 1999 and as amended by Supplemental Agreement made as of April 1, 2000 (hereinafter referred to as the "Agreements"); 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.        Section 3.01 of the Employment Agreement is hereby amended, effective as of June 1, 2002 so as to delete "Six Hundred Thousand Dollars ($600,000)" and substitute "Eight Hundred and Fifty Thousand Dollars ($850,000) of which One Hundred Fifty Thousand Dollars ($150,000) will be paid in the form of Executive Special Benefits Agreements ("ESBA")" entered into between Executive and the Corporation.

                         2.         Section 5.02 of the Employment Agreement is hereby amended by adding the following "Executive has been granted an award for the 2003-2005 performance period under Interpublic's Long Term Performance Incentive Plan ("LTPIP") equal to Twelve Thousand (12,000) performance units tied to the cumulative compound growth of Interpublic and options under Interpublic's Stock Incentive Plan to purchase One Hundred and Twenty Thousand (120,000) 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".

                         3.         Section 5.04 of the Employment Agreement is hereby amended by adding the following "Executive has been granted an award of Fifty Thousand (50,000) restricted shares of Interpublic common stock which shares shall have a restriction period ending five years from the date of grant".

                         4.         A new Section 6.03 of the Employment Agreement is hereby added to the to read in its entirety as follows: "The Corporation shall obtain a fifteen (15) year Term Life Insurance policy on the life of Executive in the face amount of Ten Million ($10,000,000) Dollars, subject to Executive's insurability, i.e., the Corporation's ability to obtained such insurance. Annual premiums paid by the Corporation in the policy will be taxable income to Executive".

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

                         6.         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/ Sean Orr                            

 

                     Sean Orr

  

Signed as of                                     

 

Source: OneCLE Business Contracts.