EXHIBIT 4.6

                                                                  EXECUTION COPY

                    THE INTERPUBLIC GROUP OF COMPANIES, INC.

                  Zero-Coupon Convertible Senior Notes Due 2021

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as
of December 14, 2001 by and between The Interpublic Group of Companies, Inc., a
Delaware corporation (the "Company"), and Salomon Smith Barney Inc., as
representative of the initial purchasers (the "Initial Purchasers"), pursuant to
the Purchase Agreement, dated as of December 10, 2001, between the Company and
the Initial Purchasers (the "Purchase Agreement"). In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Company has agreed
to provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

          1.   Certain Definitions.

          For purposes of this Registration Rights Agreement, the following
terms shall have the following meanings:

               (a) "Accreted Value" means, as of any date of determination, with
          respect to each $1,000 principal amount at maturity of Notes, (i) the
          sum of the initial issue price of such Notes ($819.14) plus accrued
          original issue discount with respect to such Notes through such date
          of determination or, if no Notes are then outstanding, such sum
          calculated as if Notes were then outstanding, or (ii) if the Notes
          have been converted to semiannual cash pay notes after a Tax Event (as
          defined in the Indenture), the Restated Principal Amount (as defined
          in the Indenture).

               (b) "Additional Amounts" has the meaning assigned thereto in
          Section 2(d).

               (c) "Applicable Conversion Price" means, as of any date of
          determination, the Accreted Value per $1,000 principal amount at
          maturity of Notes as of such date of determination divided by the
          Conversion Rate in effect as of such date of determination or, if no
          Notes are then outstanding, the Conversion Rate that would be in
          effect were Notes then outstanding.

               (d) "Business Day" means each Monday, Tuesday, Wednesday,
          Thursday and Friday that is not a day on which banking institutions in
          The City of New York are authorized or obligated by law or executive
          order to close.

               (e) "Closing Date" means the date on which the Notes are
          initially issued.

               (f) "Commission" means the Securities and Exchange Commission, or
          any other federal agency at the time administering the Exchange Act or
          the Securities Act, whichever is the relevant statute for the
          particular purpose.

               (g) "Conversion Rate" shall have the meaning assigned such term
          in the Indenture.

               (h) "Deferral Notice" has the meaning assigned thereto in Section
          3(b).

               (i) "Deferral Period" has the meaning assigned thereto in Section
          3(b).

               (j) "Effective Time" means the time and date as of which the
          Commission declares the Shelf Registration Statement effective or as
          of which the Shelf Registration Statement otherwise becomes effective.

               (k) "Exchange Act" means the Securities Exchange Act of 1934, as
          amended, and the rules and regulations promulgated thereunder.

               (l) "Holder" means each Initial Purchaser for so long as it owns
          any Registrable Securities, and such of its respective successors and
          assigns who acquire Registrable Securities, directly or indirectly,
          from such person or from any successor or assign of such person, in
          each case for so long as such person owns any Registrable Securities.

               (m) "Indenture" means the Indenture dated as of October 20, 2000,
          between the Company and The Bank of New York, as Trustee, as amended
          and supplemented by the Second Supplemental Indenture thereto, dated
          as of December 14, 2001, pursuant to which the Notes are being issued.

               (n) "Material Event" has the meaning assigned thereto in Section
          3(a)(iv).

               (o) "Notes" means the Zero-Coupon Convertible Senior Notes Due
          2021, to be issued under the Indenture and sold by the Company to the
          Initial Purchasers, and securities (other than the Shares) of the
          Company issued in exchange therefor or in lieu thereof pursuant to the
          Indenture.

               (p) "Notice and Questionnaire" means a written notice delivered
          to the Company containing substantially the information called for by
          the Form of Selling Securityholder Notice and Questionnaire attached
          as Annex A to the Offering Memorandum.

               (q) "Notice Holder" means, on any date, any Holder that has
          delivered a Notice and Questionnaire to the Company on or prior to
          such date.

               (r) "Offering Memorandum" means the Offering Memorandum dated
          December 10, 2001 relating to the offer and sale of the Securities.

               (s) "Person" means a corporation, association, partnership,
          organization, business, individual, government or political
          subdivision thereof or governmental agency.

               (t) "Prospectus" means the prospectus included in any Shelf
          Registration Statement, as amended or supplemented by any amendment or
          prospectus supplement, including post-effective amendments, and all
          materials incorporated by reference or explicitly deemed to be
          incorporated by reference in such Prospectus.

               (u) "Purchase Agreement" has the meaning specified in the first
          paragraph of this Agreement.

               (v) "Registrable Securities" means the Securities; provided,
          however, that such Securities shall cease to be Registrable Securities
          when (i) in the circumstances contemplated by Section 2(a), a
          registration statement registering such Securities under the
          Securities Act has been declared or becomes effective and such
          Securities have been sold or otherwise transferred by the Holder
          thereof pursuant to such effective registration statement; (ii) such
          Securities are sold pursuant to Rule 144 under circumstances in which
          any legend borne by such Securities relating to restrictions on
          transferability thereof, under the Securities Act or otherwise, is
          removed or such Securities are eligible to be sold pursuant to of Rule
          144(k) or any successor provision; or (iii) such Securities shall
          cease to be outstanding (including, in the case of the Notes, upon
          conversion into Shares).

               (w) "Registration Default" has the meaning assigned thereto in
          Section 2(d).

               (x) "Registration Expenses" has the meaning assigned thereto in
          Section 5.

               (y) "Rule 144," "Rule 405" and "Rule 415" means, in each case,
          such rule as promulgated under the Securities Act.

               (z) "Securities" means, collectively, the Notes and the Shares.

               (aa) "Securities Act" means the Securities Act of 1933, as
          amended, and the rules and regulations promulgated thereunder.

               (bb) "Shares" means the shares of common stock of the Company,
          par value $0.10 per share, into which the Notes are convertible or
          that have been issued upon any conversion from Notes into common stock
          of the Company.

               (cc) "Shelf Registration Statement" means the shelf registration
          statement referred to in Section 2(a), as amended or supplemented by
          any amendment or supplement, including post-effective amendments, and
          all materials incorporated by reference or explicitly deemed to be
          incorporated by reference in such Shelf Registration Statement.

               (dd) "Trust Indenture Act" means the Trust Indenture Act of 1939,
          or any successor thereto, and the rules, regulations and forms
          promulgated thereunder, all as the same shall be amended from time to
          time.

          Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Agreement, and the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision. Unless the context otherwise requires, any
reference to a statute, rule or regulation refers to the same (including any
successor statute, rule or regulation thereto) as it may be amended from time to
time.

          2.   Registration Under the Securities Act.

               (a) The Company agrees to file under the Securities Act as
          promptly as practicable but in any event within 90 days after the
          Closing Date a shelf registration statement providing for the
          registration of, and the sale on a continuous or delayed basis by the
          Holders of, all of the Registrable Securities, pursuant to Rule 415 or
          any similar rule that may be adopted by the Commission. The Company
          agrees to use its reasonable efforts to cause the Shelf Registration
          Statement to become or be declared effective within 150 days after the
          Closing Date and to keep such Shelf Registration Statement
          continuously effective until the earlier of (i) the second anniversary
          of the Closing Date or (ii) such time as there are no longer any
          Registrable Securities outstanding (the "Effective Period"). None of
          the Company's securityholders (other than Holders of Registrable
          Securities) shall have the right to include any of the Company's
          securities in the Shelf Registration Statement.

               (b) The Company further agrees to supplement or make amendments
          to the Shelf Registration Statement, as and when required by the
          rules, regulations or instructions applicable to the registration form
          used for such Shelf Registration Statement or by the Securities Act or
          the Exchange Act, and the Company agrees to furnish to the Holders of
          the Registrable Securities copies of any such supplement or amendment
          prior to its being used or promptly following its filing with the
          Commission. If the Shelf Registration Statement, as amended or
          supplemented from time to time, ceases to be effective for any reason
          at any time during the Effectiveness Period (other than because all
          Registrable Securities registered thereunder shall have been sold
          pursuant thereto or shall have otherwise ceased to be Registrable
          Securities), the Company shall use its reasonable best efforts to
          obtain the prompt withdrawal of any order suspending the effectiveness
          thereof.

               (c) Each Holder of Registrable Securities agrees that if such
          Holder wishes to sell Registrable Securities pursuant to the Shelf
          Registration Statement and related Prospectus, it will do so only in
          accordance with this Section 2(c) and Section 3(b). Each Holder of
          Registrable Securities wishing to sell Registrable Securities pursuant
          to the Shelf Registration Statement and related Prospectus agrees to
          deliver a Notice and Questionnaire to the Company at least three (3)
          Business Days prior to any intended distribution of Registrable
          Securities under the Shelf Registration Statement. From and after the
          date the Shelf Registration Statement is declared effective, the
          Company shall, as promptly as is practicable after the date a Notice
          and Questionnaire is delivered, and in any event within five (5)
          Business Days after such date, (i) if required by applicable law, file
          with the Commission a post-effective amendment to the Shelf
          Registration Statement or prepare and, if required by applicable law,
          file a supplement to the related Prospectus or a supplement or
          amendment to any document incorporated therein by reference or file
          any other required document so that the Holder delivering such Notice
          and Questionnaire is named as a selling security holder in the Shelf
          Registration Statement and the related Prospectus in such a manner as
          to permit such Holder to deliver such Prospectus to purchasers of the
          Registrable Securities in accordance with applicable law and, if the
          Company shall file a post-effective amendment to the Shelf
          Registration Statement, use its reasonable efforts to cause such
          post-effective amendment to be declared effective under the Securities
          Act as promptly as is practicable; (ii) provide such Holder copies of
          any documents filed pursuant to Section 2(c)(i); and (iii) notify such
          Holder as promptly as practicable after the effectiveness under the
          Securities Act of any post-effective amendment filed pursuant to
          Section 2(c)(i); provided that if such Notice and Questionnaire is
          delivered during a Deferral Period, the Company shall so inform the
          Holder delivering such Notice and Questionnaire and shall take the
          actions set forth in clauses (i), (ii) and (iii) above upon expiration
          of the Deferral Period in accordance with Section 3(b).
          Notwithstanding anything contained herein to the contrary, the Company
          shall be under no obligation to name any Holder that is not a Notice
          Holder as a selling securityholder in any Shelf Registration Statement
          or related Prospectus; provided, however, that any Holder that becomes
          a Notice Holder pursuant to the provisions of this Section 2(c)
          (whether or not such Holder was a Notice Holder at the time the Shelf
          Registration Statement was declared effective) shall be named as a
          selling securityholder in the Shelf Registration Statement or related
          Prospectus in accordance with the requirements of this Section 2(c).

               (d) If any of the following events (any such event a
          "Registration Default") shall occur, then liquidated damages (the
          "Additional Amounts") shall become payable in respect of the
          Securities as follows:

                    (i) if the Shelf Registration Statement is not filed with
               the Commission within 90 days following the Closing Date, then
               commencing on the 91st day after the Closing Date, Additional
               Amounts shall accrue on the Accreted Value of any outstanding
               Notes that are Registrable Securities and the Applicable
               Conversion Price of any outstanding Shares that are Registrable
               Securities at a rate of 0.25% per annum for the first 90 days
               following such 91st day and at a rate of 0.5% per annum
               thereafter; or

                    (ii) if the Shelf Registration Statement is not declared
               effective by the Commission within 150 days following the Closing
               Date, then commencing on the 151st day after the Closing Date,
               Additional Amounts shall accrue on the Accreted Value of any
               outstanding Notes that are Registrable Securities and the
               Applicable Conversion Price of any outstanding Shares that are
               Registrable Securities at a rate of 0.25% per annum for the first
               90 days following such 151st day and at a rate of 0.5% per annum
               thereafter; or

                    (iii) if the Company has failed to perform its obligations
               set forth in Section 2(c) hereof within the time periods required
               therein, then commencing on the first day after the date by which
               the Company was required to perform such obligations, Additional
               Amounts shall accrue on the Accreted Value of any outstanding
               Notes that are Registrable Securities and the Applicable
               Conversion Price of any outstanding shares that are Registrable
               Securities at a rate of 0.25% per annum for the first 90 days and
               at a rate of 0.5% per annum thereafter;

                    (iv) if the Shelf Registration Statement has been declared
               effective but such Shelf Registration Statement ceases to be
               effective at any time during the Effective Period (other than
               during a Deferral Period), then commencing on the day such Shelf
               Registration Statement ceases to be effective, Additional Amounts
               shall accrue on the Accreted Value of any outstanding Notes that
               are Registrable Securities and the Applicable Conversion Price of
               any outstanding Shares that are Registrable Securities at a rate
               of 0.25% per annum for the first 90 days following such date on
               which the Shelf Registration Statement ceases to be effective and
               at a rate of 0.5% per annum thereafter; or

                    (v) if the aggregate duration of Deferral Periods in any
               period exceeds the number of days permitted in respect of such
               period pursuant to Section 3(b) hereof, then commencing on the
               day the aggregate duration of Deferral Periods in any period
               exceeds the number of days permitted in respect of such period,
               Additional Amounts shall accrue on the Accreted Value of any
               outstanding Notes that are Registrable Securities and the
               Applicable Conversion Price of any outstanding Shares that are
               Registrable Securities at a rate of 0.25% per annum for the first
               90 days and at a rate of 0.5% per annum thereafter;

          provided, however, that the Additional Amounts rate on the Securities
          shall not exceed in the aggregate 0.5% per annum and shall not be
          payable under more than one clause above for any given period of time,
          except that if Additional Amounts would be payable under more than one
          clause above, but at a rate of 0.25% under one clause and at a rate of
          0.5% under the other, then the Additional Amount rate shall be the
          higher rate of 0.5% per annum; provided further, however, that (1)
          upon the filing of the Shelf Registration Statement (in the case of
          clause (i) above), (2) upon the effectiveness of the Shelf
          Registration Statement (in the case of clause (ii) above), (3) upon
          the Company's performing its obligations set forth in Sections 2(b)
          and 2(c) hereof within the time periods required therein (in the case
          of clause (iii) above), (4) upon the effectiveness of the Shelf
          Registration Statement which had ceased to remain effective (in the
          case of clause (iv) above), (5) upon the termination of the Deferral
          Period that caused the limit on the aggregate duration of Deferral
          Periods in a period set forth in Section 3(b) to be exceeded (in the
          case of clause (v) above) or (6) upon the termination of certain
          transfer restrictions on the Securities as a result of the application
          of Rule 144(k) or any successor provision, Additional Amounts on the
          Securities as a result of such clause, as the case may be, shall cease
          to accrue.

               Additional Amounts on the Securities, if any, will be payable in
          cash on December 14 and June 14 of each year (the "Additional Amounts
          Payment Date") to holders of record of outstanding Registrable
          Securities on each preceding November 30 and May 31. The date of
          determination of the Accreted Value of any outstanding Notes that are
          Registrable Securities and the Applicable Conversion Price of any
          outstanding Shares that are Registrable Securities shall be the
          Business Day immediately preceding the Additional Amounts Payment
          Date; provided that in the case of an event of the type described in
          clause (iii) above, such Additional Amounts shall be paid only to the
          Holders that have delivered Notice and Questionnaires that caused the
          Company to incur the obligations set forth in Section 2(c), the
          non-performance of which is the basis of such Registration Default;
          provided further that any Additional Amounts accrued with respect to
          any Notes or portion thereof called for redemption on a redemption
          date or converted into Shares on a conversion date prior to the
          Registration Default shall, in any such event, be paid instead to the
          Holder who submitted such Notes or portion thereof for redemption or
          conversion on the applicable redemption date or conversion date, as
          the case may be, on such date (or promptly following the conversion
          date, in the case of conversion). Following the cure of all
          Registration Defaults requiring the payment of Additional Amounts by
          the Company to the Holders of Registrable Securities pursuant to this
          Section, the accrual of Additional Amounts will cease (without in any
          way limiting the effect of any subsequent Registration Default
          requiring the payment of Additional Amounts by the Company).

               The Trustee shall be entitled, on behalf of Holders of
          Securities, to seek any available remedy for the enforcement of this
          Agreement, including for the payment of any Additional Amounts.
          Notwithstanding the foregoing, the parties agree that the sole
          monetary damages payable for a violation of the terms of this
          Agreement with respect to which liquidated damages are expressly
          provided shall be as set forth in this Section 2(d). Nothing shall
          preclude a Notice Holder or Holder of Registrable Securities from
          pursuing or obtaining specific performance or other equitable relief
          with respect to this Agreement.

          3.   Registration Procedures.

          The following provisions shall apply to the Shelf Registration
Statement filed pursuant to Section 2:

               (a) The Company shall:

                    (i) prepare and file with the Commission a registration
               statement with respect to the shelf registration on any form
               which may be utilized by the Company and which shall permit the
               disposition of the Registrable Securities in accordance with the
               intended method or methods thereof, as specified in writing by
               the Holders of the Registrable Securities, and use its reasonable
               efforts to cause such registration statement to become effective
               in accordance with Section 2(a) above;

                    (ii) before filing any Shelf Registration Statement or
               Prospectus or any amendments or supplements thereto with the
               Commission, furnish to the Initial Purchasers copies of all such
               documents proposed to be filed and use reasonable efforts to
               reflect in each such document when so filed with the Commission
               such comments as the Initial Purchasers reasonably shall propose
               within three (3) Business Days of the delivery of such copies to
               the Initial Purchasers;

                    (iii) use its reasonable efforts to prepare and file with
               the Commission such amendments and post-effective amendments to
               the Shelf Registration Statement as may be necessary to keep such
               Shelf Registration Statement continuously effective until the
               expiration of the Effectiveness Period; cause the related
               Prospectus to be supplemented by any required Prospectus
               supplement, and as so supplemented to be filed pursuant to Rule
               424 (or any similar provisions then in force) under the
               Securities Act; and comply with the provisions of the Securities
               Act applicable to it with respect to the disposition of all
               Securities covered by such Shelf Registration Statement during
               the Effectiveness Period in accordance with the intended methods
               of disposition by the sellers thereof set forth in such Shelf
               Registration Statement as so amended or such Prospectus as so
               supplemented;

                    (iv) promptly notify the Notice Holders of Registrable
               Securities (A) when such Shelf Registration Statement or the
               Prospectus included therein or any amendment or supplement to the
               Prospectus or post-effective amendment has been filed with the
               Commission, and, with respect to such Shelf Registration
               Statement or any post-effective amendment, when the same has
               become effective, (B) of any request, following the effectiveness
               of the Shelf Registration Statement by the Commission or any
               other Federal or state governmental authority for amendments or
               supplements to the Shelf Registration Statement or related
               Prospectus or for additional information, (C) of the issuance by
               the Commission of any stop order suspending the effectiveness of
               such Shelf Registration Statement or the initiation or written
               threat of any proceedings for that purpose, (D) of the receipt by
               the Company of any notification with respect to the suspension of
               the qualification of the Registrable Securities for sale in any
               jurisdiction or the initiation or written threat of any
               proceeding for such purpose, (E) of the occurrence of (but not
               the nature of or details concerning) any event or the existence
               of any fact (a "Material Event") as a result of which any Shelf
               Registration Statement shall contain any untrue statement of a
               material fact or omit to state any material fact required to be
               stated therein or necessary to make the statements therein not
               misleading, or any Prospectus shall contain any untrue statement
               of a material fact or omit to state any material fact required to
               be stated therein or necessary to make the statements therein, in
               the light of the circumstances under which they were made, not
               misleading (provided, however, that no notice by the Company
               shall be required pursuant to this clause (E) in the event that
               the Company either promptly files a Prospectus supplement to
               update the Prospectus or a Form 8-K or other appropriate Exchange
               Act report that is incorporated by reference into the Shelf
               Registration Statement, which, in either case, contains the
               requisite information with respect to such Material Event that
               results in such Shelf Registration Statement no longer containing
               any untrue statement of material fact or omitting to state a
               material fact necessary to make the statements contained therein
               not misleading), (F) of the determination by the Company that a
               post-effective amendment to the Shelf Registration Statement will
               be filed with the Commission, which notice may, at the discretion
               of the Company (or as required pursuant to Section 3(b)), state
               that it constitutes a Deferral Notice, in which event the
               provisions of Section 3(b) shall apply or (G) at any time when a
               Prospectus is required to be delivered under the Securities Act,
               that the Shelf Registration Statement, Prospectus, Prospectus
               amendment or supplement or post-effective amendment does not
               conform in all material respects to the applicable requirements
               of the Securities Act and the Trust Indenture Act and the rules
               and regulations of the Commission thereunder;

                    (v) prior to any public offering of the Registrable
               Securities pursuant to the Shelf Registration Statement, use
               reasonable efforts to register or qualify or cooperate with the
               Notice Holders in connection with the registration or
               qualification (or exemption from such registration or
               qualification) of such Registrable Securities for offer and sale
               under the securities or Blue Sky laws of such jurisdictions
               within the United States as any Notice Holder reasonably requests
               in writing (which request may be included in the Notice and
               Questionnaire); prior to any public offering of the Registrable
               Securities pursuant to the Shelf Registration Statement, use its
               reasonable efforts to keep each such registration or
               qualification (or exemption therefrom) effective during the
               Effectiveness Period in connection with such Notice Holder's
               offer and sale of Registrable Securities pursuant to such
               registration or qualification (or exemption therefrom) and do any
               and all other acts or things necessary or advisable to enable the
               disposition in such jurisdictions of such Registrable Securities
               in the manner set forth in the Shelf Registration Statement and
               the related Prospectus; provided, that the Company will not be
               required to (i) qualify as a foreign corporation or as a dealer
               in securities in any jurisdiction where it would not otherwise be
               required to qualify but for this Agreement or (ii) take any
               action that would subject it to general service of process in
               suits or to taxation in any such jurisdiction where it is not
               then so subject;

                    (vi) use its reasonable best efforts to prevent the issuance
               of, and if issued, to obtain the withdrawal of any order
               suspending the effectiveness of the Shelf Registration Statement
               or any post-effective amendment thereto, and to lift any
               suspension of the qualification of any of the Registrable
               Securities for sale in any jurisdiction in which they have been
               qualified for sale, in each case at the earliest practicable
               date;

                    (vii) upon reasonable notice, for a reasonable period prior
               to the filing of the Shelf Registration Statement, and throughout
               the Effectiveness Period, make available at reasonable times at
               the Company's principal place of business or such other
               reasonable place for inspection by a representative appointed by
               the Notice Holders in connection with an underwritten offering
               (or any underwriter, placement agent or counsel acting on their
               behalf), who shall certify to the Company that they have a
               current intention to sell their Registrable Securities pursuant
               to the Shelf Registration Statement, such financial and other
               information and books and records of the Company, and cause the
               officers, employees and independent certified public accountants
               of the Company to respond to such inquiries, as shall be
               reasonably necessary, in the judgment of the counsel to such
               Notice Holders, to conduct a reasonable "due diligence"
               investigation; provided, however, that each such representative
               appointed by the Notice Holders in connection with an
               underwritten offering shall be required to maintain in confidence
               and not to disclose to any other person any information or
               records reasonably designated by the Company in writing as being
               confidential, until such time as (A) such information becomes a
               matter of public record (whether by virtue of its inclusion in
               the Shelf Registration Statement or otherwise) or (B) such person
               shall be required so to disclose such information pursuant to a
               subpoena or order of any court or other governmental agency or
               body having jurisdiction over the matter (subject to the
               requirements of such order, and only after such person shall have
               given the Company prompt prior written notice of such requirement
               and the opportunity to contest the same or seek an appropriate
               protective order);

                    (viii) if reasonably requested by the Initial Purchasers or
               any Notice Holder, promptly incorporate in a Prospectus
               supplement or post-effective amendment to the Shelf Registration
               Statement such information as the Initial Purchasers or such
               Notice Holder shall, on the basis of a written opinion of
               nationally-recognized counsel experienced in such matters,
               determine to be required to be included therein by applicable law
               and make any required filings of such Prospectus supplement or
               such post-effective amendment; provided, that the Company shall
               not be required to take any actions under this Section 3(a)(viii)
               that are not, in the reasonable opinion of counsel for the
               Company, in compliance with applicable law;

                    (ix) promptly furnish to each Notice Holder and the Initial
               Purchasers, upon their request and without charge, at least one
               (1) conformed copy of the Shelf Registration Statement and any
               amendments thereto, including financial statements but excluding
               schedules, all documents incorporated or deemed to be
               incorporated therein by reference and all exhibits (unless
               requested in writing to the Company by such Notice Holder or the
               Initial Purchasers, as the case may be); and

                    (x) during the Effectiveness Period, deliver to each Notice
               Holder in connection with any sale of Registrable Securities
               pursuant to the Shelf Registration Statement, without charge, as
               many copies of the Prospectus relating to such Registrable
               Securities (including each preliminary prospectus) and any
               amendment or supplement thereto as such Notice Holder may
               reasonably request; and the Company hereby consents (except
               during such periods that a Deferral Notice is outstanding and has
               not been revoked) to the use of such Prospectus or each amendment
               or supplement thereto by each Notice Holder in connection with
               any offering and sale of the Registrable Securities covered by
               such Prospectus or any amendment or supplement thereto in the
               manner set forth therein.

               (b) Upon (A) the issuance by the Commission of a stop order
          suspending the effectiveness of the Shelf Registration Statement or
          the initiation of proceedings with respect to the Shelf Registration
          Statement under Section 8(d) or 8(e) of the Securities Act, (B) the
          occurrence of any event or the existence of any Material Event as a
          result of which the Shelf Registration Statement shall contain any
          untrue statement of a material fact or omit to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading, or any Prospectus shall contain any untrue
          statement of a material fact or omit to state any material fact
          required to be stated therein or necessary to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading, or (C) the occurrence or existence of any corporate
          development that, in the discretion of the Company, makes it
          appropriate to suspend the availability of the Shelf Registration
          Statement and the related Prospectus, the Company will (i) in the case
          of clause (B) above, subject to the third sentence of this provision,
          as promptly as practicable prepare and file a post-effective amendment
          to such Shelf Registration Statement or a supplement to the related
          Prospectus or any document incorporated therein by reference or file
          any other required document that would be incorporated by reference
          into such Shelf Registration Statement and Prospectus so that such
          Shelf Registration Statement does not contain any untrue statement of
          a material fact or omit to state any material fact required to be
          stated therein or necessary to make the statements therein not
          misleading, and such Prospectus does not contain any untrue statement
          of a material fact or omit to state any material fact required to be
          stated therein or necessary to make the statements therein, in the
          light of the circumstances under which they were made, not misleading,
          as thereafter delivered to the purchasers of the Registrable
          Securities being sold thereunder, and, in the case of a post-effective
          amendment to the Shelf Registration Statement, subject to the third
          sentence of this provision, use reasonable efforts to cause it to be
          declared effective as promptly as is practicable, or (ii) give notice
          to the Notice Holders that the availability of the Shelf Registration
          Statement is suspended (a "Deferral Notice"). Upon receipt of any
          Deferral Notice, each Notice Holder agrees not to sell any Registrable
          Securities pursuant to the Shelf Registration Statement until such
          Notice Holder's receipt of copies of the supplemented or amended
          Prospectus provided for in clause (i) above, or until it is advised in
          writing by the Company that the Prospectus may be used, and has
          received copies of any additional or supplemental filings that are
          incorporated or deemed incorporated by reference in such Prospectus.
          The Company will use its reasonable best efforts to ensure that the
          use of the Prospectus may be resumed (x) in the case of clause (A)
          above, as promptly as is practicable, (y) in the case of clause (B)
          above, as soon as, in the sole judgment of the Company, public
          disclosure of such Material Event would not be prejudicial to or
          contrary to the interests of the Company or, if necessary to avoid
          unreasonable burden or expense, as soon as practicable thereafter and
          (z) in the case of clause (C) above, as soon as, in the discretion of
          the Company, such suspension is no longer appropriate. The period
          during which the availability of the Shelf Registration Statement and
          any Prospectus is suspended (the "Deferral Period"), without the
          Company incurring any obligation to pay liquidated damages pursuant to
          Section 2(d), shall not exceed one hundred and twenty (120) days in
          the aggregate in any twelve (12) month period.

               (c) Each Holder of Registrable Securities agrees that upon
          receipt of any notice from the Company, pursuant to Section
          3(a)(iv)(E), such Holder shall forthwith discontinue (and cause any
          placement or sales agent or underwriters acting on their behalf to
          discontinue) the disposition of Registrable Securities pursuant to the
          registration statement applicable to such Registrable Securities until
          such Holder (i) shall have received copies of such amended or
          supplemented Prospectus and, if so directed by the Company, such
          Holder shall deliver to the Company (at the Company's expense) all
          copies, other than permanent file copies, then in such Holder's
          possession of the Prospectus covering such Registrable Securities at
          the time of receipt of such notice or (ii) shall have received notice
          from the Company that the disposition of Registrable Securities
          pursuant to the Shelf Registration may continue.

               (d) The Company may require each Holder of Registrable Securities
          as to which any registration pursuant to Section 2(a) is being
          effected to furnish to the Company such information regarding such
          Holder and such Holder's intended method of distribution of such
          Registrable Securities as the Company may from time to time reasonably
          request in writing, but only to the extent that such information is
          required in order to comply with the Securities Act. Each such Holder
          agrees to notify the Company as promptly as practicable of any
          inaccuracy or change in information previously furnished by such
          Holder to the Company or of the occurrence of any event in either case
          as a result of which any Prospectus relating to such registration
          contains or would contain an untrue statement of a material fact
          regarding such Holder or such Holder's intended method of disposition
          of such Registrable Securities or omits to state any material fact
          regarding such Holder or such Holder's intended method of disposition
          of such Registrable Securities required to be stated therein or
          necessary to make the statements therein not misleading, and promptly
          to furnish to the Company any additional information required to
          correct and update any previously furnished information or required so
          that such Prospectus shall not contain, with respect to such Holder or
          the disposition of such Registrable Securities, an untrue statement of
          a material fact or omit to state a material fact required to be stated
          therein or necessary to make the statements therein not misleading.

               (e) The Company shall comply with all applicable rules and
          regulations of the Commission and make generally available to its
          securityholders earning statements (which need not be audited)
          satisfying the provisions of Section 11(a) of the Securities Act and
          Rule 158 thereunder (or any similar rule promulgated under the
          Securities Act) no later than 45 days after the end of any 12-month
          period (or 90 days after the end of any 12-month period if such period
          is a fiscal year) commencing on the first day of the first fiscal
          quarter of the Company commencing after the effective date of the
          Shelf Registration Statement, which statements shall cover said
          12-month periods.

               (f) The Company shall provide a CUSIP number for all Registrable
          Securities covered by the Shelf Registration Statement not later than
          the effective date of such Shelf Registration Statement and provide
          the Trustee for the Notes and the transfer agent for the Shares with
          printed certificates for the Registrable Securities that are in a form
          eligible for deposit with The Depository Trust Company.

               (g) The Company shall use its reasonable efforts to provide such
          information as is required for any filings required to be made with
          the National Association of Securities Dealers, Inc.

               (h) Until the expiration of two years after the Closing Date, the
          Company will not, and will not permit any of its "affiliates" (as
          defined in Rule 144) to, resell any of the Securities that have been
          reacquired by any of them except pursuant to an effective registration
          statement under the Securities Act.

               (i) The Company shall enter into such customary agreements and
          take all such other necessary and lawful actions in connection
          therewith (including those requested by the holders of a majority of
          the Registrable Securities being sold) in order to expedite or
          facilitate disposition of such Registrable Securities.

          4.   Holder's Obligations.

          Each Holder agrees, by acquisition of the Registrable Securities, that
no Holder of Registrable Securities shall be entitled to sell any of such
Registrable Securities pursuant to the Shelf Registration Statement or to
receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a Notice and Questionnaire as required pursuant to Section 2(c)
hereof (including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Notice
Holder agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such Notice Holder not misleading and any other information regarding such
Notice Holder and the distribution of such Registrable Securities as may be
required to be disclosed in the Shelf Registration Statement under applicable
law or pursuant to Commission comments. Each Holder further agrees not to sell
any Registrable Securities pursuant to the Shelf Registration Statement without
delivering, or causing to be delivered, a Prospectus to the purchaser thereof
and, following termination of the Effectiveness Period, to notify the Company,
within 10 business days of request, of the amount of Registrable Securities sold
pursuant to the Shelf Registration Statement and, in the absence of a response,
the Company may assume that all of the Holder's Registrable Securities were so
sold.

          5.   Registration Expenses.

          The Company agrees to bear and to pay or cause to be paid promptly
upon request being made therefor all expenses incident to the Company's
performance of or compliance with this Agreement, including (a) all Commission
and any NASD registration and filing fees and expenses, (b) all fees and
expenses in connection with the qualification of the Securities for offering and
sale under the State securities and Blue Sky laws referred to in Section 3(a)(v)
hereof, including reasonable fees and disbursements of one counsel for the
placement agent or underwriters, if any, in connection with such qualifications,
(c) all expenses relating to the preparation, printing, distribution and
reproduction of the Shelf Registration Statement, the related Prospectus, each
amendment or supplement to each of the foregoing, the certificates representing
the Securities and all other documents relating hereto, (d) fees and expenses of
the Trustee under the Indenture, any escrow agent or custodian, and of the
registrar and transfer agent for the Shares, (e) fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance) and (f) reasonable fees,
disbursements and expenses of one counsel for the Holders of Registrable
Securities retained in connection with the Shelf Registration Statement, as
selected by the Company (unless reasonably objected to by Holders of at least a
majority in aggregate Accreted Value and Applicable Conversion Price of the
Registrable Securities being registered), and fees, expenses and disbursements
of any other persons, including special experts, retained by the Company in
connection with such registration (collectively, the "Registration Expenses").
To the extent that any Registration Expenses are incurred, assumed or paid by
any Holder of Registrable Securities or any placement agent therefor or
underwriter thereof, the Company shall reimburse such person for the full amount
of the Registration Expenses so incurred, assumed or paid promptly after receipt
of a documented request therefor. Notwithstanding the foregoing, the Holders of
the Registrable Securities being registered shall pay all placement agent fees
and commissions and underwriting discounts and commissions attributable to the
sale of such Registrable Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such Holders (severally or
jointly), other than the counsel and experts specifically referred to above.

          6.   Indemnification and Contribution.

               (a) The Company agrees to indemnify and hold harmless each Holder
          of Securities covered by any Shelf Registration Statement (including
          the Initial Purchasers), the directors, officers, employees and agents
          of each such Holder and each Person who controls any such Holder
          within the meaning of either the Securities Act or the Exchange Act
          against any and all losses, claims, damages or liabilities, joint or
          several, to which they or any of them may become subject under the
          Securities Act, the Exchange Act or other Federal or state statutory
          law or regulation, at common law or otherwise, insofar as such losses,
          claims, damages or liabilities (or actions in respect thereof) arise
          out of or are based upon any untrue statement or alleged untrue
          statement of a material fact contained in the Shelf Registration
          Statement as originally filed or in any amendment thereof, or in any
          preliminary Prospectus or the Prospectus, or in any amendment thereof
          or supplement thereto, or arise out of or are based upon the omission
          or alleged omission to state therein a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading (in the case of any preliminary Prospectus or the
          Prospectus, in light of the circumstances under which they were made),
          and agrees to reimburse each such indemnified party, as incurred, for
          any legal or other expenses reasonably incurred by them in connection
          with investigating or defending any such loss, claim, damage,
          liability or action; provided, however, that the Company will not be
          liable in any case to the extent that any such loss, claim, damage or
          liability arises out of or is based upon any such untrue statement or
          alleged untrue statement or omission or alleged omission made therein
          in reliance upon and in conformity with written information furnished
          to the Company by or on behalf of any such Holder specifically for
          inclusion therein. This indemnity agreement will be in addition to any
          liability which the Company may otherwise have.

               The Company also agrees to indemnify or contribute as provided in
          Section 7(d) to Losses (as defined herein) of each underwriter of
          Securities, registered under the Shelf Registration Statement, their
          directors, officers, employees or agents and each Person who controls
          such underwriter on substantially the same basis as that of the
          indemnification of the Initial Purchaser and the Holders provided in
          this Section 7(a), and shall, if requested by any Holder, enter into
          an underwriting agreement reflecting such agreement.

               (b) Each Holder of securities covered by the Shelf Registration
          Statement (including the Initial Purchasers) severally agrees to
          indemnify and hold harmless the Company, each of its directors, each
          of its officers who signs such Shelf Registration Statement and each
          Person who controls the Company within the meaning of either the
          Securities Act or the Exchange Act, to the same extent as the
          foregoing indemnity from the Company to each such Holder, but only
          with reference to written information relating to such Holder
          furnished to the Company by or on behalf of such Holder specifically
          for inclusion in the documents referred to in the foregoing indemnity.
          This indemnity agreement will be in addition to any liability which
          any such Holder may otherwise have.

               (c) Promptly after receipt by an indemnified party under this
          Section 7 or notice of the commencement of any action, such
          indemnified party will, if a claim in respect thereof is to be made
          against the indemnifying party under this Section, notify the
          indemnifying party in writing of the commencement thereof; but the
          failure so to notify the indemnifying party (i) will not relieve it
          from liability under paragraph (a) or (b) above unless and to the
          extent it did not otherwise learn of such action and such failure
          results in the forfeiture by the indemnifying party of substantial
          rights and defenses; and (ii) will not, in any event, relieve the
          indemnifying party from any obligations to any indemnified party other
          than the indemnification obligation provided in paragraph (a) or (b)
          above. The indemnifying party shall be entitled to appoint counsel of
          the indemnifying party's choice at the indemnifying party's expense to
          represent the indemnified party in any action for which
          indemnification is sought (in which case the indemnifying party shall
          not thereafter be responsible for the fees and expenses of any
          separate counsel retained by the indemnified party or parties except
          as set forth below); provided, however, that such counsel shall be
          satisfactory to the indemnified party. Notwithstanding the
          indemnifying party's election to appoint counsel to represent the
          indemnified party in an action, the indemnified party shall have the
          right to employ separate counsel (including local counsel), and the
          indemnifying party shall bear the reasonable fees, costs and expenses
          of such separate counsel if (i) the use of counsel chosen by the
          indemnifying party to represent the indemnified party would present
          such counsel with a conflict of interest; (ii) the actual or potential
          defendants in, or targets of, any such action include both the
          indemnified party and the indemnifying party and the indemnified party
          shall have reasonably concluded that there may be legal defenses
          available to it and/or other indemnified parties which are different
          from or additional to those available to the indemnifying party; (iii)
          the indemnifying party shall not have employed counsel satisfactory to
          the indemnified party to represent the indemnified party within a
          reasonable time after notice of the institution of such action; or
          (iv) the indemnifying party shall authorize the indemnified party to
          employ separate counsel at the expense of the indemnifying party. An
          indemnifying party will not, without the prior written consent of the
          indemnified parties, settle or compromise or consent to the entry of
          any judgment with respect to any pending or threatened claim, action,
          suit or proceeding in respect of which indemnification or contribution
          may be sought hereunder (whether or not the indemnified parties are
          actual or potential parties to such claim or action) unless such
          settlement, compromise or consent includes an unconditional release of
          each indemnified party from all liability arising out of such claim,
          action, suit or proceeding.

               (d) In the event that the indemnity provided in paragraph (a) or
          (b) of this Section is unavailable to or insufficient to hold harmless
          an indemnified party for any reason, then each applicable indemnifying
          party shall have a joint and several obligation to contribute to the
          aggregate losses, claims, damages and liabilities (including legal or
          other expenses reasonably incurred in connection with investigating or
          defending same) (collectively "Losses") to which such indemnified
          party may be subject in such proportion as is appropriate to reflect
          the relative benefits received by such indemnifying party, on the one
          hand, and such indemnified party, on the other hand, from the initial
          placement of the Securities under the Purchase Agreement and the shelf
          registration which resulted in such Losses; provided, however, that in
          no case shall any Initial Purchaser or any subsequent Holder of any
          Securities be responsible, in the aggregate, for any amount in excess
          of the purchase discount or commission applicable to such Securities
          as set forth under "Plan of Distribution" in the Offering Memorandum,
          nor shall any underwriter be responsible for any amount in excess of
          the underwriting discount or commission applicable to the securities
          purchased by such underwriter under the Shelf Registration Statement
          which resulted in such Losses. If the allocation provided by the
          immediately preceding sentence is unavailable for any reason, the
          indemnifying party and the indemnified party shall contribute in such
          proportion as is appropriate to reflect not only such relative
          benefits but also the relative fault of such indemnifying party, on
          the one hand, and such indemnified party, on the other hand, in
          connection with the statements or omissions which resulted in such
          Losses as well as any other relevant equitable considerations.
          Benefits received by the Company shall be deemed to be equal to the
          sum of (x) the total net proceeds from the initial placement of the
          Securities under the Purchase Agreement (before deducting expenses) as
          set forth under "Use of Proceeds" in the Offering Memorandum and (y)
          the total amount of additional interest which the Company was not
          required to pay as a result of registering the securities covered by
          the Shelf Registration Statement which resulted in such Losses.
          Benefits received by the Initial Purchasers shall be deemed to be
          equal to the total purchase discounts and commissions as set forth
          under "Plan of Distribution" in the Offering Memorandum, and benefits
          received by any other Holders shall be deemed to be equal to the value
          of receiving Securities registered under the Securities Act. Benefits
          received by any underwriter shall be deemed to be equal to the total
          underwriting discounts and commissions, as set forth on the cover page
          of the Prospectus forming a part of the Shelf Registration Statement
          which resulted in such Losses. Relative fault shall be determined by
          reference to, among other things, whether any alleged untrue statement
          or omission relates to information provided by the indemnifying party,
          on the one hand, or by the indemnified party, on the other hand, the
          intent of the parties and their relative knowledge, access to
          information and opportunity to correct or prevent such untrue
          statement or omission. The parties agree that it would not be just and
          equitable if contribution were determined by pro rata allocation (even
          if the Holders were treated as one entity for such purpose) or any
          other method of allocation which does not take account of the
          equitable considerations referred to above. Notwithstanding the
          provisions of this paragraph (d), no Person guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the
          Securities Act) shall be entitled to contribution from any Person who
          was not guilty of such fraudulent misrepresentation. For purposes of
          this Section, each Person who controls a Holder within the meaning of
          either the Securities Act or the Exchange Act and each director,
          officer, employee and agent of such Holder shall have the same rights
          to contribution as such Holder, and each Person who controls the
          Company within the meaning of either the Securities Act or the
          Exchange Act, each officer of the Company who shall have signed the
          Shelf Registration Statement and each director of the Company shall
          have the same rights to contribution as the Company, subject in each
          case to the applicable terms and conditions of this paragraph (d).

               (e) The provisions of this Section will remain in full force and
          effect, regardless of any investigation made by or on behalf of any
          Holder or the Company or any of the officers, directors or controlling
          Persons referred to in this Section hereof, and will survive the sale
          by a Holder of securities covered by the Shelf Registration Statement.

          7.   Rule 144.

          The Company covenants to the Holders of Registrable Securities that
the Company shall use its reasonable efforts to timely file the reports required
to be filed by it under the Exchange Act or the Securities Act (including the
reports under Section 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities
Act) and the rules and regulations adopted by the Commission thereunder, all to
the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any Holder of
Registrable Securities in connection with that Holder's sale pursuant to Rule
144, the Company shall deliver to such Holder a written statement as to whether
it has complied with such requirements.

          8.   Miscellaneous.

               (a) Entire Agreement; Amendments. This Agreement and the other
          writings referred to herein (including the Indenture) or delivered
          pursuant hereto which form a part hereof contain the entire
          understanding of the parties and supersedes all prior agreements and
          understandings between the parties with respect to its subject matter.
          This Agreement may be amended and the observance of any term of this
          Agreement may be waived (either generally or in a particular instance
          and either retroactively or prospectively) only by a written
          instrument duly executed by the Company and the Holders of at least a
          majority of the Shares constituting Registrable Securities at the time
          outstanding (with Holders of Notes deemed to be the Holders, for the
          purposes of this Section, of the number of outstanding Shares into
          which such Notes are or would be convertible or exchangeable as of the
          date on which such consent is requested). Each Holder of any
          Registrable Securities at the time or thereafter outstanding shall be
          bound by any amendment or waiver effected pursuant to this Section
          9(a), whether or not any notice, writing or marking indicating such
          amendment or waiver appears on such Registrable Securities or is
          delivered to such Holder.

               (b) Notices. All notices, requests, claims, demands, waivers and
          other communications hereunder shall be in writing and shall be deemed
          to have been duly given when delivered by hand, if delivered
          personally or by courier, or three days after being deposited in the
          mail (registered or certified mail, postage prepaid, return receipt
          requested) as follows:

                    (i) If to the Company, to it at 1271 Avenue of the Americas,
               New York, New York 10020, Attention: General Counsel;

                    (ii) If to the Initial Purchasers, to the address set forth
               in the Purchase Agreement;

                    (iii) and if to a Holder, to the address of such Holder set
               forth in the security register, the Notice and Questionnaire or
               other records of the Company or to such other address as the
               Company or any such Holder may have furnished to the other in
               writing in accordance herewith, except that notices of change of
               address shall be effective only upon receipt.

               (c) Successors. This Agreement shall be binding upon, shall inure
          to the benefit of and shall be enforceable by the respective
          successors and assigns of the parties hereto. In the event that any
          transferee of any Holder of Registrable Securities shall acquire
          Registrable Securities, in any manner, whether by gift, bequest,
          purchase, operation of law or otherwise, such transferee shall,
          without any further writing or action of any kind, be deemed a party
          hereto for all purposes and such Registrable Securities shall be held
          subject to all of the terms of this Agreement, and by taking and
          holding such Registrable Securities such transferee shall be entitled
          to receive the benefits of, and be conclusively deemed to have agreed
          to be bound by and to perform, all of the applicable terms and
          provisions of this Agreement.

               (d) Survival. The respective indemnities, agreements,
          representations, warranties and each other provision set forth in this
          Agreement or made pursuant hereto shall remain in full force and
          effect regardless of any investigation (or statement as to the results
          thereof) made by or on behalf of any Holder of Registrable Securities,
          any director, officer or partner of such Holder, any agent or
          underwriter or any director, officer or partner thereof, or any
          controlling person of any of the foregoing, and shall survive delivery
          of and payment for the Registrable Securities pursuant to the Purchase
          Agreement and the transfer and registration of Registrable Securities
          by such Holder.

               (e) APPLICABLE LAW. THIS REGISTRATION RIGHTS AGREEMENT SHALL BE
          GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
          NEW YORK.

               (f) Headings. The descriptive headings of the several Sections
          and paragraphs of this Agreement are inserted for convenience only, do
          not constitute a part of this Agreement and shall not affect in any
          way the meaning or interpretation of this Agreement.

               (g) Counterparts. This Agreement may be executed by the parties
          in counterparts, each of which shall be deemed to be an original, but
          all such respective counterparts shall together constitute one and the
          same instrument.

<PAGE>

          Agreed to and accepted as of the date referred to above.

                                       Very truly yours,

                                       THE INTERPUBLIC GROUP OF COMPANIES, INC.

                                       By: /s/ Nicholas J. Camera
                                           ---------------------------------
                                       Name:   Nicholas J. Camera
                                       Title:  Senior Vice President,
                                               General Counsel and  Secretary

<PAGE>

SALOMON SMITH BARNEY INC.
J.P. MORGAN SECURITIES INC.
HSBC SECURITIES (USA) INC.
MORGAN STANLEY & CO. INCORPORATED
BARCLAYS CAPITAL, INC.
ROBERTSON STEPHENS, INC.
SUNTRUST CAPITAL MARKETS, INC.

By:  Salomon Smith Barney Inc.



By: /s/ Anthony S. Graham
    -------------------------
    Name:  Anthony S. Graham
    Title: Director

For itself and the other several Initial Purchasers
named in Schedule I of the foregoing Agreement