The Interpublic Senior Executive Retirement Income Plan

                         Form of Participation Agreement

                  WHEREAS, __________________ (the "Participant") is a senior
executive of The Interpublic Group of Companies, Inc. ("Interpublic") and its
subsidiaries, and has been approved by the Compensation Committee of
Interpublic's Board of Directors to participate in The Interpublic Senior
Executive Retirement Income Plan ("SERIP");

                  WHEREAS, the Participant has received and reviewed the
pamphlet entitled "The Interpublic Senior Executive Retirement Income Plan,"
which sets forth the basic terms and conditions of SERIP (the "Plan Document");
and

                  WHEREAS, the Plan Document provides that certain details with
regard to the Participant's benefit and other rights and responsibilities under
SERIP are to be set forth in the Participant's Participation Agreement;

                  NOW, THEREFORE, the undersigned Participant agrees to be bound
by the terms of the Plan Document, which terms are incorporated herein by
reference, and modified and expanded as follows:

1.   Effective Date. This Participation Agreement shall be effective as of
     ______________, provided the Participant submits the executed Participation
     Agreement to Interpublic within 30 days thereafter. If the Participant does
     not submit the executed Participation Agreement within 30 days after the
     date set forth in the preceding sentence, this Participation Agreement
     shall be effective as of the first day of the month next following the date
     on which the Participant submits the executed Participation Agreement.

2.   Benefit and Vesting. The Participant's benefit shall be _______________ per
     year payable in monthly installments for 15 years, if the Participant has
     attained at least age 60 and the benefit is fully vested. Subject to
     paragraph 3, which sets forth the requirement to comply with
     non-competition and non-solicitation agreements, this benefit is scheduled
     to become fully vested as follows: 30% on ___________________, and an
     additional 10% on each _______________ thereafter, with all amounts fully
     vested on _____________________ (assuming the Participant continues in the
     employment of Interpublic and its subsidiaries until this date).

3.   Non-Competition and Non-Solicitation. For a period of two (2) years
     following the termination of the Participant's employment for any reason,
     the Participant shall not: (a) accept employment with or serve as a
     consultant, advisor or in any other capacity to an employer that is in
     competition with the business unit or units of Interpublic by which the
     Participant is employed (the "Business Unit"); (b) directly or indirectly,
     either on the Participant's own behalf or on behalf of any other person,
     firm or corporation, solicit or perform services for any account that is a
     client of the Business Unit at the time of the Participant's termination of
     employment with the Business Unit or that was a client of the Business Unit
     at any time within one year prior to the date of the Participant's
     termination of employment; (c) directly or indirectly employ or attempt to
     employ or assist anyone else to employ any person who is at such time or
     who was within the six-month period immediately prior to such time in the
     employ of the Business Unit. Breach by the Participant of such
     non-competition agreement or non-solicitation agreement shall result in the
     forfeiture of the Participant's vested benefit, and any monies already paid
     to the Participant shall be returned in full by the Participant to
     Interpublic.

     The Participant acknowledges that these provisions are reasonable and
     necessary to protect Interpublic's legitimate business interests, and that
     these provisions do not prevent the Participant from earning a living. If
     at the time of enforcement of any provision of this Agreement, a court
     shall hold that the duration, scope or area restriction of any provision
     hereof is unreasonable under circumstances now or then existing, the
     parties hereto agree that the maximum duration, scope or area reasonable
     under the circumstances shall be substituted by the court for the stated
     duration, scope or area.


4.   Payment Form Election. Unless specified below (or otherwise specified in a
     valid election, submitted by the Participant to Interpublic's Human
     Resources Department at least 12 months before distribution under SERIP is
     scheduled to begin), the Participant's vested benefit shall be distributed
     in monthly payments for 15 years, as provided in the Plan Document.


     If you would like to elect a payment form other than monthly payments for
     15 years, check below.

         ____  I elect to receive my vested benefit in monthly payments for
               10 years.


     I understand that my vested benefit will be discounted, as provided in the
     Plan Document, to reflect the accelerated payout associated with the
     election of an optional payment form.


 5.  Benefit Commencement Date. As provided in the Plan Document, any election
     to commence the Participant's benefit before the first day of the month
     coincident with or next following the Participant's 60th birthday must be
     received by Interpublic's Human Resources Department at least 12 months
     before payments are scheduled to begin.


6.   Relationship to Plan Document. This Participation Agreement is intended to
     be executed and administered in conjunction with the Plan Document. Where
     this Participation Agreement is silent, the terms and provisions in the
     Plan Document shall govern. To the extent that any term or provision in
     this Participation Agreement is inconsistent with a term or provision in
     the Plan Document, the term or provision in this Participation Agreement
     shall govern.


7.   Knowing and Voluntary Agreement. The Participant has received and read the
     Plan Document. The Participant fully understands the terms of the Plan
     Document and of this Participation Agreement, and the Participant is
     entering this Participation Agreement voluntarily.


8.   Complete Statement. This Participation Agreement shall be construed as a
     complete statement of the Participant's benefit and other rights under
     SERIP. Any change to the terms of this Participation Agreement or to the
     Participant's rights under SERIP shall be adopted by executing an amendment
     or supplement to the Plan Document or to this Participation Agreement.

                  IN WITNESS WHEREOF, Interpublic, by its duly authorized
officer, and the Participant have caused this Participation Agreement to be
executed.

Interpublic Group of Companies, Inc.                       Participant

BY:  _______________________________            ________________________________
         Name:
         Title:


DATE:  _____________________________       DATE: _______________________________

Return to Interpublic's Law Department by ___________________.


<PAGE>


      THE INTERPUBLIC GROUP OF COMPANIES, INC.
      BENEFICIARY DESIGNATION: Senior Executive Retirement Income Plan

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Participant's Name_________________________________Soc. Sec. No:________________
Home Address ___________________________________________________________________
City_____________________State _____________________________Zip_________________
Date of Birth _____________________________
Daytime Telephone Number _____________Evening Telephone Number _________________
|_|   Please check box if your address has changed within the last year.
|_| I am married.  |_| I am not married.

Primary Beneficiary Designation
I hereby designate such of the following person(s) who shall survive me as my
Primary Beneficiary(ies):

1. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

2. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

3. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.
                                                               Total = 100%

Contingent Beneficiary Designation
If no Primary Beneficiary named above shall survive me, I designate such of the
following person(s) who shall survive me as my Contingent Beneficiary(ies).

1. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

2. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

3. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.
                                                               Total = 100%


*If no percentage is designated, beneficiaries will share equally. If any of my
Primary Beneficiaries (or, if applicable, my Contingent Beneficiaries),
predecease me, his or her benefits will be shared among my surviving Primary
(or, if applicable, Contingent) Beneficiaries in accordance with the
proportionate shares of the surviving beneficiaries designated above or, if no
percentage is designated, equally.

Consent of Spouse
If a party other than the participant's spouse is named as Primary Beneficiary
above, this designation is valid only if the participant's spouse (if any)
consents below to the participant's designation of the Primary Beneficiary(ies)
and only if the spouse's consent is witnessed by a notary public.

  I, ____________________________________, am the spouse of the above-named
  participant. I hereby consent to the designation of the Primary
  Beneficiary(ies) specified above.

         --------------------------------------
         Spouse's Signature                                                 Date



     STATE OF ________________       COUNTY OF: ______________           ss:

     On __________________________, before me personally came
     ________________________________; to me known and known to me to be the
     individual described as the spouse herein who executed the foregoing
     consent and duly acknowledged to me that he/she freely executed same.


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     Notary Public                          My Commission Expires:


Execution of Beneficiary Designation

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      Participant's Signature                              Date
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