The Interpublic Capital Accumulation Plan

                         Form of Participation Agreement

                  WHEREAS, _______________________________ (the "Participant")
is a key executive of The Interpublic Group of Companies, Inc. ("Interpublic")
and its subsidiaries, and has been approved by Interpublic's Management Human
Resources Committee to participate in The Interpublic Capital Accumulation Plan
("CAP");

                  WHEREAS, the Participant has received and reviewed the
pamphlet entitled "The Interpublic Capital Accumulation Plan," which sets forth
the basic terms and conditions of CAP (the "Plan Document"); and

                  WHEREAS, the Plan Document provides that certain details with
regard to the Participant's account and other rights and responsibilities under
CAP 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 by __________________________. If
     the Participant does not submit the executed Participation Agreement by
     such date, 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.   Credit. The Participant's annual dollar credit shall be $_____________ and
     shall be credited December 31 of each year if Participant is in the Plan on
     such date.

3.   Interest. The annual interest rate for the calendar year in which the
     Effective Date set forth in paragraph 1 occurs is 4.25%. As stated in the
     Plan Document, interest first accrues on December 31 of the calendar year
     following the first year of Participation. The applicable interest rate can
     be adjusted (upward or downward) annually.

4.   Vesting. Subject to paragraph 7, which sets forth the requirement to comply
     with non-competition and non-solicitation agreements, the Participant's CAP
     account is scheduled to become fully vested on ______________________
     (assuming the Participant continues in the employment of Interpublic and
     its subsidiaries until this date).

5.   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 any of the above
     provisions shall result in the forfeiture of all interest credited to the
     Participant's account.

     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.

6.   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 CAP is
     scheduled to begin), the Participant's vested account balance shall be
     distributed in a lump sum.


     If you would like to elect a payment form other than a lump sum, check
below.

      ____  I elect to receive my vested account balance in monthly installments
            over 10 years.

      ____  I elect to receive my vested account balance in monthly installments
            over 15 years.


     I understand that the installment forms described above are available only
     if I terminate employment after age 55, with at least five years of
     participation in CAP.

7.   Benefit Commencement Date. As provided in the Plan Document, any election
     to commence distribution of the Participant's account after the earliest
     commencement date permitted under the Plan Document must be received by
     Interpublic's Human Resources Department at least 12 months before the
     otherwise applicable commencement date.

8.   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.

9.   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.

10.  Complete Statement. This Participation Agreement shall be construed as a
     complete statement of the Participant's rights under CAP. Any change to the
     terms of this Participation Agreement or to the Participant's rights under
     CAP 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: Capital Accumulation 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.


     -----------------------------
     Notary Public                          My Commission Expires:


Execution of Beneficiary Designation

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      Participant's Signature                              Date
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