EXHIBIT 4.4

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                    THE INTERPUBLIC GROUP OF COMPANIES, INC.


                                       and


                              THE BANK OF NEW YORK

                                     Trustee

                           --------------------------


                          Second Supplemental Indenture


                          Dated as of December 14, 2001


            to the Senior Debt Indenture dated as of October 20, 2000


                          ----------------------------


                   Creating a series of Securities designated


                  Zero-Coupon Convertible Senior Notes Due 2021


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                               TABLE OF CONTENTS

                                    ARTICLE 1

                        DEFINITIONS AND OTHER PROVISIONS              Page
                             OF GENERAL APPLICATION

Section 1.01.  Definitions..............................................1

                           ARTICLE 2

                           THE NOTES

Section 2.01.  Creation of Series; Establishment of Form................7

Section 2.02.  Optional Redemption by the Company.......................9

Section 2.03.  Repurchase at Option of the Holder Upon a
               Fundamental Change......................................11

Section 2.04.  Purchase of Notes at the Option of the Holder...........13

Section 2.05.  Further Conditions and Procedures for Purchase
               at the Option of Holders Upon a Fundamental
               Change and Purchase of Notes at the Option
               of the Holder...........................................15

Section 2.06.  Conversion of Notes.....................................20

Section 2.07.  Adjustments to Conversion Rate..........................22

Section 2.08.  Miscellaneous Provisions Relating to Conversion.........24

Section 2.09.  Optional Conversion to Cash Pay Notes Upon Tax Event....28

Section 2.10.  Tax Treatment of Notes..................................29

Section 2.11.  Payment of Principal or Interest........................29

                           ARTICLE 3

                       GLOBAL SECURITIES

Section 3.01.  Form....................................................31

Section 3.02.  Transfer................................................32

Section 3.03.  Restricted Securities Legend............................33

Section 3.04.  Individual Notes........................................33

                           ARTICLE 4

                           REMEDIES

Section 4.01.  Additional Events of Default............................34

Section 4.02.  Acceleration of Maturity; Rescission and Annulment......35

                           ARTICLE 5

              DISCHARGE OF SUPPLEMENTAL INDENTURE

Section 5.01.  Discharge of Supplemental Indenture.....................35

Section 5.02.  Reinstatement...........................................36

Section 5.03.  Officers' Certificate; Opinion of Counsel...............36

                           ARTICLE 6

                 MODIFICATIONS AND AMENDMENTS

Section 6.01.  Waiver..................................................36

Section 6.02.  Amendments..............................................37

                           ARTICLE 7

                            RANKING

Section 7.01.  Senior in Right of Payment..............................37

                           ARTICLE 8

                         MISCELLANEOUS

Section 8.01.  Integral Part...........................................38

Section 8.02.  Adoption, Ratification and Confirmation.................38

Section 8.03.  Counterparts............................................38

Section 8.04.  Governing Law...........................................38

Section 8.05.  Conflict of Any Provision of Indenture with Trust
               Indenture Act of 1939...................................38

Section 8.06.  Effect of Headings......................................38

Section 8.07.  Severability of Provisions..............................38

Section 8.08.  Successors and Assigns..................................38

Section 8.09.  Benefit of Indenture....................................38

Section 8.10.  Acceptance by Trustee...................................38


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          SECOND SUPPLEMENTAL INDENTURE, dated as of December 14, 2001, between
THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation, and THE BANK
OF NEW YORK, a New York banking corporation, as trustee.

                             RECITALS OF THE COMPANY

          WHEREAS, the Company has heretofore executed and delivered to the
Trustee a Senior Debt Indenture, dated as of October 20, 2000 (the "Base
Indenture"), providing for the issuance from time to time of its senior
unsecured debentures, notes or other evidences of indebtedness (the
"Securities"), to be issued in one or more series as provided in the Base
Indenture;

          WHEREAS, Section 9.01(7) of the Base Indenture provides that the
Company and the Trustee may from time to time enter into one or more indentures
supplemental thereto to establish the form or terms of Securities of a new
series;

          WHEREAS, Section 3.01 of the Base Indenture provides that the Company
may enter into supplemental indentures to establish the terms and provisions of
a series of Securities issued pursuant to the Base Indenture;

          WHEREAS, the Company, pursuant to the foregoing authority, proposes in
and by this Second Supplemental Indenture (the "Supplemental Indenture" and,
together with the Base Indenture, the "Indenture") to supplement the Base
Indenture insofar as it will apply only to a series of Zero-Coupon Convertible
Senior Notes Due 2021 (the "Notes") issued hereunder (and not to any other
series); and

          WHEREAS, all things necessary have been done to make the Notes, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
Supplemental Indenture a valid agreement of the Company, in accordance with
their and its terms.

          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and ratable benefit of the Holders of the Securities, as follows:

                                   ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 1.01. Definitions. For all purposes of the Indenture relating
to the series of Securities (consisting of the Notes) created hereby, except as
otherwise expressly provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

          (2) each capitalized term that is used in this Supplemental Indenture
but not defined herein shall have the meaning specified in the Base Indenture;

          (3) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, or defined by Commission
rule and not otherwise defined herein, have the meanings assigned to them
therein;

          (4) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

          (5) the word "including" (and with correlative meaning "include")
means including, without limiting the generality of, any description preceding
such term; and

          (6) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to the Indenture as a whole and not to any particular
Article, Section or other subdivision.

          "Accreted Value" means, at any date of determination, (1) prior to
such time as the Notes are converted to Cash Pay Notes, the sum of (x) the Issue
Price of each Notes and (y) the portion of the excess of the principal amount of
each Notes over such Issue Price which shall have been amortized on a daily
basis and compounded semi-annually on each December 14 and June 14 at the rate
of 1.00% per annum from the Issue Date through the date of determination
computed on the basis of a 360-day year of twelve 30-day months and (2) at or
after such time as the notes are converted to Cash Pay Notes, the Restated
Principal Amount.

          "Beneficial Owner" shall be determined in accordance with Rule 13d-3
promulgated by the Commission under the Exchange Act.

          "Bid Agent" means a bid solicitation agent appointed by the Company to
act in such capacity pursuant to Section 2.01.

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

          "Cash" has the meaning provided in Section 2.05(6).

          "Cash Pay Notes" has the meaning provided in Section 2.09.

          "Closing Date" means the date of this Supplemental Indenture.

          "Closing Price" with respect to any securities on any day means the
closing sale price regular way on such day or, in case no such sale takes place
on such day, the average of the reported closing bid and asked prices, regular
way, in each case on the New York Stock Exchange, or, if such security is not
listed or admitted to trading on such Exchange, on the principal national
security exchange or quotation system on which such security is quoted or listed
or admitted to trading, or, if not quoted or listed or admitted to trading on
any national securities exchange or quotation system, the average of the closing
bid and asked prices of such security on the over-the-counter market on the day
in question as reported by the National Quotation Bureau Incorporated, or a
similar generally accepted reporting service, or if not so available, in such
manner as furnished by any New York Stock Exchange member firm selected from
time to time by the Board of Directors for that purpose, or a price determined
in good faith by the Board of Directors or, to the extent permitted by
applicable law, a duly authorized committee thereof, whose determination shall
be conclusive.

          "Common Equity" of any Person means capital stock of such Person that
is generally entitled to (1) vote in the election of directors of such Person or
(2) if such Person is not a corporation, vote or otherwise participate in the
selection of the governing body, partners, managers or others that will control
the management or policies of such Person.

          "Common Stock" means the Company's Common Stock, par value $.10 per
share.

          "Company Notice" has the meaning provided in Section 2.05(1).

          "Company Notice Date" has the meaning provided in Section 2.05(1).

          "Contingent Debt Regulations" has the meaning provided in Section
2.10.

          "Contingent Interest Record Date" has the meaning provided in
paragraph 5 of the Notes.

          "Continuing Director" means a director who either was a member of the
Company's Board of Directors on the date of this Indenture or who becomes a
director of the Company subsequent to such date and whose election, or
nomination for election by the Company's stockholders, is duly approved by a
majority of the Continuing Directors on the Board of Directors at the time of
such approval, either by a specific vote or by approval of the proxy statement
issued by the Company on behalf of the entire Board of Directors of the Company
in which such individual is named as nominee for director.

          "Controlled" means ownership or control of more than 50% of the voting
power of such entity.

          "Conversion Agent" means the office or agency designated by the
Company where Notes may be presented for conversion.

          "Conversion Date" has the meaning provided in Section 2.06(2).

          "Conversion Rate" has the meaning provided in Section 2.06(1).

          "Defaulted Interest" has the meaning specified in Section 2.11(3)(b).

          "Depositary" has the meaning provided in Section 3.01.

          "Distributed Securities" has the meaning provided in Section 2.07.

          "Event of Default" has the meaning provided in Section 4.01.

          "Fair Market Value" means the amount which a willing buyer would pay a
willing seller in an arm's length transaction.

          "Final Maturity" or "Final Maturity Date" shall be December 14, 2021.

          A "Fundamental Change" shall be deemed to have occurred at such time
after the original issuance of the Notes as any of the following occurs: (a) any
"person" or "group" within the meaning of Section 13(d) of the Exchange Act,
other than the Company, any Subsidiary of the Company, any employee benefit plan
of the Company or any such Subsidiary, files a Schedule TO (or any other
schedule, form or report under the Exchange Act) disclosing that such person or
group has become the direct or indirect ultimate Beneficial Owner, of Common
Equity of the Company representing more than 50% of the voting power of the
Company's Common Equity; (b) consummation of any share exchange, consolidation
or merger of us pursuant to which the Common Stock will be converted into cash,
securities or other property or any sale, lease or other transfer (in one
transaction or a series of transactions) of all or substantially all of the
Company's consolidated assets (considered together with the Company's
Subsidiaries) to any Person (other than one of the Company's Subsidiaries);
provided, however, that a transaction where the holders of more than 50% of all
classes of the Company's Common Equity immediately prior to such transaction
own, directly or indirectly, more than 50% of all classes of Common Equity of
the continuing or surviving corporation or transferee immediately after such
event shall not be a Fundamental Change; or (c) Continuing Directors cease to
constitute at least a majority of the Company's Board of Directors; provided,
however, that a Fundamental Change shall not be deemed to have occurred if
either (I) the Sale Price per share of the Common Stock for any five Trading
Days within the period of 10 consecutive Trading Days ending immediately before
the later of the Fundamental Change or the announcement thereof shall equal or
exceed 105% of the Accreted Value divided by the Conversion Rate or (II) at
least 90% of the consideration (excluding Cash payments for fractional shares)
in the transaction or transactions constituting the Fundamental Change consists
of shares of common stock with full voting rights traded on a national
securities exchange or quoted on the NASDAQ National Market (or which shall be
so traded or quoted when issued or exchanged in connection with such Fundamental
Change) (such securities being referred to as "Publicly Traded Securities") and
as a result of such transaction or transactions such Notes become convertible
into such Publicly Traded Securities (excluding Cash payments for fractional
shares).

          "Fundamental Change Purchase Date" has the meaning provided in Section
2.03.

          "Fundamental Change Purchase Notice" has the meaning provided in
Section 2.03(2).

          "Fundamental Change Purchase Price" has the meaning provided in
Section 2.03.

          "Global Securities" means with respect to the Notes issued hereunder,
a global note which is executed by the Company and authenticated and delivered
by the Trustee to the Depositary or pursuant to the Depositary's instruction,
all in accordance with this Supplemental Indenture, which shall be registered in
the name of the Depositary or its nominee and which shall represent, and shall
be denominated in an amount equal to the aggregate Principal Amount at Final
Maturity of, all of the outstanding Notes or any portion thereof.

          "Indenture" has the meaning provided in the Recitals.

          "Interest Payment Date" has, with respect to any cash interest in lieu
of future Original Issue Discount, the meaning specified in Section 2.09 of this
Supplemental Indenture and, with respect to any contingent interest, the meaning
specified in paragraph 5 of the Notes.

          "Issue Date" of any Note means the date on which the Note was
originally issued or deemed issued as set forth on the face of the Note.

          "Issue Price" of any Note means, in connection with the original
issuance of such Note, the initial issue price at which the Note is issued as
set forth on the face of the Note.

          "Market Price" means the average of the Sale Prices of the Common
Stock for the 20 Trading Day period ending on the third Business Day (if the
third Business Day prior to the applicable Purchase Date is a Trading Day, or if
not, then on the last Trading Day prior to such third Business Day) prior to the
applicable Purchase Date, appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such Trading Days
during such 20 Trading Day period and ending on such Purchase Date, of any event
requiring adjustment of the Conversion Rate under this Supplemental Indenture.

          "Option Exercise Date" has the meaning specified in Section 2.09.

          "Original Issue Discount" of any Note means the difference between the
Issue Price and the Principal Amount at Final Maturity of the Note as set forth
on the face of the Note.

          "Notes" has the meaning provided in the Recitals.

          "Principal", "Principal Amount" or "principal" of a debt security,
including the Notes, means the principal of the security, including any accrued
Original Issue Discount on the security.

          "Publicly Traded Securities" has the meaning provided in the
definition of Fundamental Change in this Section 1.01.

          "Purchase Date" has the meaning provided in Section 2.04(1).

          "Purchase Notice" has the meaning provided in Section 2.04(1).

          "Purchase Price" has the meaning provided in Section 2.04(1).

          "Record Date" means, with respect to any dividend, distribution or
other transaction or event in which the holders of Common Stock have the right
to receive any Cash, securities or other property or in which the Common Stock
(or other applicable security) is exchanged for or converted into any
combination of Cash, securities or other property, the date fixed for
determination of shareholders entitled to receive such Cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).

          "Redemption Date" when used with respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Supplemental
Indenture.

          "Redemption Price" when used with respect to any Note to be redeemed,
means the price at which it is to be redeemed pursuant to this Supplemental
Indenture.

          "Registration Rights Agreement" has the meaning specified in Section
3.03.

          "Regular Record Date" has the meaning specified in Section 2.09.

          "Restated Principal Amount" has the meaning specified in Section 2.09.

          "Restricted Common Stock Legend" means the legend labeled as such,
substantially in the form set forth in Exhibit B.

          "Sale Price" of the Common Stock on any date means the closing sale
price per share (or, if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and average ask prices) on such date as reported in the composite
transactions for the principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, as reported by the National
Association of Securities Dealers Automated Quotation System.

          If the Common Stock is not listed for trading on a United States
national or regional securities exchange and not reported by the National
Association of Securities Dealers Automated Quotation System on the relevant
date, the Sale Price shall be the last quoted bid price for the Common Stock in
the over-the-counter market on the relevant date as reported by the National
Quotation Bureau or similar organization.

          If the Common Stock is not so quoted, the Sale Price shall be the
average of the mid-point of the last bid and ask prices for the Common Stock on
the relevant date from each of at least three nationally recognized independent
investment banking firms selected by the Company for this purpose.

          "Special Record Date" has the meaning specified in Section
2.11(3)(b)(i).

          "Specified Percentage" means 120% reduced by increments of 1/2% on
each anniversary of the Issue Date, until such percentage reaches 110% on the
Final Maturity Date.

          "Stated Maturity" when used with respect to any Note or any
installment of semiannual or contingent interest thereon, means the date
specified in such Note as the fixed date on which an amount equal to the
Principal Amount at Final Maturity of such Note or such installment of
semiannual or contingent interest is due and payable.

          "Subsidiary" means (i) a corporation or other entity of which a
majority in voting power of the stock or other interests is owned by the
Company, by a Subsidiary of the Company or by the Company and one or more
Subsidiaries of the Company or (ii) a partnership, the sole general partner of
which is the Company or any Subsidiary.

          "Supplemental Indenture" has the meaning provided in the Preamble.

          "Tax Event" means that the Company shall have received an opinion from
independent tax counsel experienced in such matters to the effect that, on or
after December 10, 2001, as a result of (a) any amendment to, or change
(including any announced proposed change) in, the laws or regulations thereunder
of the United States or any political subdivision or taxing authority thereof or
therein or (b) any official administrative pronouncement, action or judicial
decision interpreting or applying such laws or regulations, in each case which
amendment or change is enacted, promulgated, issued or announced or which
proposed change, pronouncement, action or decision is issued or announced on or
after December 10, 2001, there is more than an insubstantial risk that interest
(including interest calculated at the "comparable yield," Original Issue
Discount and contingent interest, if any) in respect of the Notes either (i)
would not be deductible on a current accrual basis or (ii) would not be
deductible under any other method, in either case in whole or in part, by the
Company (by reason of deferral, disallowance, or otherwise) for United States
federal income tax purposes.

          "Tax Event Date" has the meaning specified in Section 2.09.

          "Trading Day" means (a) if the applicable security is listed or
admitted for trading on the New York Stock Exchange, the NASDAQ National Market
or another national security exchange, a day on which the New York Stock
Exchange, the NASDAQ National Market or another national security exchange is
open for business, (b) if the applicable security is quoted on the NASDAQ
National Market, a day on which trades may be made thereon or (c) if the
applicable security is not so listed, admitted for trading or quoted, any day
other than a Saturday or Sunday or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.

          "Trustee" means the person named as such in this Supplemental
Indenture and, subject to the provisions of Article Six of the Base Indenture,
any successor to that person.

          "Uniform Commercial Code" means the New York Uniform Commercial Code
as in effect from time to time.

                                   ARTICLE 2
                                    THE NOTES

          SECTION 2.01. Creation of Series; Establishment of Form. In accordance
with Section 3.01 of the Base Indenture, there is hereby created a series of
Securities under the Indenture entitled "Zero-Coupon Convertible Senior Notes
Due 2021".

          (1) The form of the Notes, including the form of the certificate of
authentication, is attached hereto as Exhibit A.

          (2) Subject to Section 3.01 of the Base Indenture and applicable law,
the aggregate Principal Amount at Final Maturity of the Notes which may be
authenticated and delivered under this Supplemental Indenture is limited to
$610,400,000 (subject to increase without any further action by up to
$91,560,000 if, and to the extent, the overallotment option granted under the
Purchase Agreement between the Company and the initial purchasers of the Notes
as set forth therein, dated December 10, 2001, is exercised).

          (3) The aggregate Principal Amount at Final Maturity of the Notes
shall be payable on the Final Maturity Date unless earlier repaid or converted
in accordance with this Supplemental Indenture, provided, however, that if the
Notes are converted to Cash Pay Notes as provided in Section 2.09, the amount
due on the Final Maturity Date shall be the Restated Principal Amount thereof.
If any of the conditions allowing conversion of Notes by their Holder set forth
in paragraph 10 of the Notes are met on the Final Maturity Date and the Sale
Price of the Notes on the preceding Trading Day is greater than the Accreted
Value, the Company may make payment of the Principal Amount at Final Maturity or
Restated Principal Amount, as the case may be, and any accrued and unpaid
interest, on the next succeeding Business Day.

          (4) The Notes shall be issued at an Issue Price of $819.14 per $1,000
Principal Amount at Final Maturity. Except as provided for in Sections 2.09 and
2.11 herein and paragraph 1 of the Notes, there shall be no periodic payments of
interest on the Notes. The calculation of the accrual of Original Issue Discount
in the period during which each Note remains outstanding shall be on a
semiannual bond equivalent basis using a 360-day year composed of twelve 30-day
months, and such accrual shall commence on the Issue Date of the Notes. In the
event of the maturity, conversion, conversion to Cash Pay Notes, purchase by the
Company at the option of a Holder or redemption of a Note, Original Issue
Discount, if any, shall cease to accrue on such Note, under the terms and
subject to the conditions of this Supplemental Indenture.

          (5) All amounts payable in connection with the Notes shall be
denominated and payable in the lawful currency of the United States.

          (6) The Notes shall be payable and may be presented for conversion,
registration of transfer and exchange, without service charge, at the office of
the Company maintained for such purpose in New York, New York, which shall
initially be the office or agency of the Trustee.

          (7) The Company may appoint and change any Paying Agent, Conversion
Agent, Bid Agent, Security Registrar or co-registrar without notice, other than
notice to the Trustee, except that the Company will maintain at least one Paying
Agent in the State of New York, City of New York, Borough of Manhattan. The
Company shall enter into an appropriate agency agreement with any Agent not a
party to the Indenture. The agreement shall implement the provisions of the
Indenture that relate to such Agent. The Company shall give prompt written
notice to the Trustee of the name and address of any such Agent and any change
in the address of such Agent. If the Company fails to maintain a Paying Agent,
Conversion Agent, Bid Agent, Security Registrar and/or agent for service of
notices and demands, the Trustee shall act as such Security Paying Agent,
Conversion Agent, Bid Agent, Security Registrar or agent for service of notices
and demands. The Company may remove any Paying Agent, Conversion Agent, Bid
Agent or Security Registrar upon written notice to such Paying Agent, Conversion
Agent, Bid Agent or Security Registrar and the Trustee; provided that no such
removal shall become effective until (i) the acceptance of an appointment by a
successor Paying Agent, Conversion Agent, Bid Agent or Security Registrar as
evidenced by an appropriate agency agreement entered into by the Company and
such successor and delivered to the Trustee or (ii) notification to the Trustee
that the Trustee shall serve as such Paying Agent, Conversion Agent, Bid Agent
or Security Registrar until the appointment of a successor Agent in accordance
with clause (i) of this proviso. The Company or any of its Subsidiaries or any
of their Affiliates may act as Paying Agent, Conversion Agent, Security
Registrar or co-registrar.

          (8) Sections 10.09, 10.10 and 10.11 and Articles 12 and 13 of the Base
Indenture shall have no force or effect in respect of, or application to, the
Notes.

          SECTION 2.02. Optional Redemption by the Company.

          (1) Right to Redeem; Notice to Trustee and Paying Agent. The Company,
at its option, may redeem the Notes in accordance with the provisions of
paragraphs 6 and 8 of the Notes. If the Company elects to redeem Notes pursuant
to paragraph 6 of the Notes, it shall notify the Trustee and Paying Agent in
writing of the Redemption Date, the Principal Amount at Final Maturity of Notes
to be redeemed or Restated Principal Amount in the case of Cash Pay Notes, the
Redemption Price and the amount of interest (including contingent interest), if
any, payable on the Redemption Date. The Company shall give the notice to the
Trustee and Paying Agent provided for in this Section 2.02(1) at least 30 days
but not more than 60 days before the Redemption Date.

          (2) Less Than All Outstanding Notes to Be Redeemed. If less than all
of the outstanding Notes are to be redeemed, the Paying Agent shall select the
Notes to be redeemed in original Principal Amounts at Final Maturity of $1,000
or integral multiples thereof. In the case that the Paying Agent shall select
the Notes to be redeemed, the Paying Agent may effectuate such selection by lot,
pro rata, or by any other method that the Paying Agent considers fair and
appropriate.

          (3) Selection of Notes to Be Redeemed. If any Notes selected for
partial redemption is thereafter surrendered for conversion in part before
termination of the conversion right with respect to the portion of the Notes so
selected, the converted portion of such Notes shall be deemed (so far as may
be), solely for purposes of determining the aggregate original Principal Amount
at Final Maturity of Notes to be redeemed by the Company, to be the portion
selected for redemption. Notes which have been converted during a selection of
Notes to be redeemed may be treated by the Paying Agent as outstanding for the
purpose of such selection. Nothing in this Section 2.02(3) shall affect the
right of any Holder to convert any Notes pursuant to Sections 2.06, 2.07 and
2.08 before the termination of the conversion right with respect thereto.

          (4) Notice of Redemption. At least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail or cause to be mailed a notice
of redemption by first-class mail to the Trustee, the Paying Agent and each
Holder of Notes to be redeemed at such Holder's address as it appears on the
Note register.

          The notice shall identify the Notes to be redeemed and shall state:

          (a) the Redemption Date;

          (b) the Redemption Price and, to the extent known at the time of such
notice, the amount of interest (including contingent interest), if any, payable
on the Redemption Date;

          (c) the then current Conversion Rate;

          (d) the name and address of the Paying Agent and the Conversion Agent;

          (e) that Notes called for redemption must be presented and
surrendered to the Paying Agent to collect the Redemption Price and interest
(including contingent interest), if any;

          (f) that the Notes called for redemption may be converted at any time
before the close of business on the Business Day prior to the Redemption Date;

          (g) that Holders who wish to convert Notes must comply with the
procedures in paragraph 10 of the Notes;

          (h) that, unless the Company defaults in making payment of such
Redemption Price, Original Issue Discount and interest, if any, on the Notes
called for redemption will cease to accrue on and after the Redemption Date, and
the only remaining right of the Holder will be to receive payment of the
Redemption Price upon presentation and surrender to the Paying Agent of the
Notes;

          (i) if fewer than all the outstanding Notes are to be redeemed, the
certificate number and the original Principal Amounts at Final Maturity of the
particular Notes to be redeemed; and

          (j) the CUSIP and ISIN number or numbers for the Notes called for
redemption.

          At the Company's request, the Paying Agent shall give the notice of
redemption in the Company's name and at the Company's expense.

          (5) Effect of Notice of Redemption. Once notice of redemption is
mailed, Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price, except for Notes that are converted in
accordance with the provisions of Sections 2.06, 2.07 and 2.08. Upon
presentation and surrender to the Paying Agent, Notes called for redemption
shall be paid at the Redemption Price.

          (6) Sinking Fund. There shall be no sinking fund provided for the
Notes.

          (7) Deposit of Redemption Price. On or before 10:00 a.m. (New
York City time) on the Redemption Date, the Company shall deposit with the
Paying Agent (or, if the Company or an Affiliate of the Company is acting as the
Paying Agent, shall segregate and hold in trust) an amount of money sufficient
to pay the aggregate Redemption Price of, and any accrued and unpaid interest
(including contingent interest) with respect to, all the Notes to be redeemed on
that date other than the Notes or portions thereof called for redemption which
on or prior thereto have been delivered by the Company to the Security Registrar
for cancellation or have been converted. The Trustee and the Paying Agent shall,
as promptly as practicable, return to the Company any money not required for
that purpose because of conversion of the Notes in accordance with the
provisions of Sections 2.06, 2.07 and 2.08. If such money is then held by the
Company or a Subsidiary in trust and is not required for such purpose, it shall
be discharged from such trust.

          SECTION 2.03. Repurchase at Option of the Holder Upon a Fundamental
Change. If a Fundamental Change shall occur at any time prior to December 14,
2006, each Holder of Notes shall have the right, at such Holder's option, to
require the Company to purchase any or all of such Holder's Notes on the date
that is 35 Business Days after the date of the Fundamental Change (subject to
extension to apply with applicable law, as provided in Section 2.04) (the
"Fundamental Change Purchase Date"). The Notes shall be repurchased in integral
multiples of $1,000 of original Principal Amount at Final Maturity. The Company
shall purchase such Notes at a price (the "Fundamental Change Purchase Price")
equal to the Accreted Value of the Notes on the Fundamental Change Purchase Date
plus accrued and unpaid interest, including contingent interest. No Notes may be
repurchased at the option of the Holders due to a Fundamental Change if there
has occurred and is continuing an Event of Default (other than an Event of
Default that is cured by the payment of the purchase price of all such Notes).

          (1) Notice of Fundamental Change. The Company, or at its request
(which must be received by the Paying Agent at least three Business Days (or
such lesser period as agreed to by the Paying Agent) prior to the date the
Paying Agent is requested to give such notice as described below), the Paying
Agent in the name of and at the expense of the Company, shall mail to all
Holders of record of the Notes and the Trustee a Company Notice of the
occurrence of a Fundamental Change and of the purchase right arising as a result
thereof, including the information required by Section 2.05(1) hereof, on or
before the 14th day after the occurrence of such Fundamental Change. The Company
shall promptly furnish to the Paying Agent a copy of such Company Notice.

          (2) Exercise of Option. For a Note to be so purchased at the option of
the Holder, the Paying Agent must receive such Note duly endorsed for transfer,
together with a written notice of purchase (a "Fundamental Change Purchase
Notice") and the form entitled "Option to Elect Purchase Upon a Fundamental
Change" on the reverse thereof duly completed, on or before the Fundamental
Change Purchase Date. The Fundamental Change Purchase Notice shall state:

          (a) if certificated, the certificate numbers of the Notes which the
Holder shall deliver to be purchased;

          (b) the portion of the original Principal Amount at Final Maturity of
the Notes which the Holder shall deliver to be purchased, which portion must be
$1,000 in original Principal Amount at Final Maturity or a multiple thereof;

          (c) that such Notes shall be purchased as of the Fundamental Change
Purchase Date pursuant to the terms and conditions specified in paragraph 7 of
the Notes and in this Supplemental Indenture; and

          (d) if the Company elects, pursuant to a Company Notice, to pay the
Fundamental Change Purchase Price to be paid, in whole or in part, in Common
Stock but such portion of the Purchase Price shall ultimately be payable to such
Holder in Cash because any of the conditions to the payment of the Fundamental
Change Purchase Price in Common Stock are not satisfied prior to or on the
Purchase Date, as set forth herein, whether such Holder elects (x) to withdraw
such Fundamental Change Purchase Notice as to some or all of the Notes to which
such Fundamental Change Purchase Notice relates (stating the Principal Amount at
Final Maturity and certificate numbers of the Notes as to which such withdrawal
shall relate), or (y) to receive Cash in respect of the entire Fundamental
Change Purchase Price for all Notes (or portions thereof) to which such
Fundamental Change Purchase Notice relates. If a Holder, in such Holder's
Fundamental Change Purchase Notice (and in any written notice of withdrawal of a
portion of a Holder's Notes previously submitted for purchase pursuant to a
Fundamental Change Purchase Notice, the portion that remains subject to the
Fundamental Change Purchase Notice), fails to indicate such Holder's choice with
respect to the foregoing election, such Holder shall be deemed to have elected
to receive Cash in respect of all Notes subject to such Purchase Notice or
Fundamental Change Purchase Notice in the circumstances described in the
preceding sentence.

          (3) Procedures. The Company shall purchase from a Holder of Notes,
pursuant to this Section 2.03, Notes if the original Principal Amount at Final
Maturity of such Notes is $1,000 or a multiple of $1,000 if so requested by such
Holder.

          Any purchase by the Company contemplated pursuant to the provisions of
this Section 2.03 shall be consummated by the delivery of the consideration to
be received by the Holder (together with accrued and unpaid interest (including
contingent interest), if any) promptly following the later of the Fundamental
Purchase Date and the time of delivery or book-entry transfer of the Notes.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Fundamental Change Purchase Notice contemplated by this
Section 2.03 shall have the right at any time prior to the close of business on
the Business Day prior to the Fundamental Change Purchase Date to withdraw such
Fundamental Change Purchase Notice (in whole or in part) by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section
2.05(2).

          The Paying Agent shall promptly notify the Company of the receipt by
it of any Fundamental Change Purchase Notice or written notice of withdrawal
thereof.

          On or before 10:00 a.m. (New York City time) on the Fundamental Change
Purchase Date, the Company shall deposit with the Paying Agent Cash or Common
Stock sufficient to pay the aggregate Fundamental Change Purchase Price of the
Notes to be purchased pursuant to this Section 2.03. Payment of the Fundamental
Change Purchase Price for such Notes shall be made as soon as practicable
following the later of the Fundamental Change Purchase Date or the time of
book-entry transfer or delivery of such Notes. If the Company is delivering
Common Stock, the Company shall deliver to each Holder entitled to receive
Common Stock, through the Paying Agent, a certificate for the number of full
shares of Common Stock, as applicable, issuable in payment of such Fundamental
Change Purchase Price and Cash in lieu of any fractional interests. The Person
in whose name the certificate for Common Stock is registered shall be treated as
a holder of record following the Fundamental Change Purchase Date. Subject to
Section 2.07 herein, no payment or adjustment shall be made for dividends on the
Common Stock the record date for which occurred on or prior to the Fundamental
Change Purchase Date. If the Paying Agent holds, in accordance with the terms of
the Indenture, money sufficient to pay the Fundamental Change Purchase Price of
such Notes on the Business Day following the Fundamental Change Purchase Date,
then, on and after such date, such Notes shall cease to be outstanding and
Original Issue Discount and interest on such Notes shall cease to accrue,
whether or not book-entry transfer of such Notes is made or such Notes are
delivered to the Paying Agent, and all other rights of the Holder shall
terminate (other than the right to receive the Fundamental Change Purchase Price
upon delivery or transfer of the Notes). If a Holder of a Note is paid in Common
Stock, the Company shall pay any documentary, stamp or similar issue or transfer
tax due on such issue of shares of Common Stock. However, the Holder shall pay
any such tax which is due because the Holder requests the shares of Common Stock
to be issued in a name other than the Holder's name. The Paying Agent may refuse
to deliver the certificates representing the Common Stock being issued in a name
other than the Holder's name until the Paying Agent receives a sum sufficient to
pay any tax which shall be due because the shares of Common Stock are to be
issued in a name other than the Holder's name. Nothing herein shall preclude any
income tax withholding required by law or regulations.

          All questions as to the validity, eligibility (including time of
receipt) and acceptance of any Notes for redemption shall be determined by the
Company, whose determination shall be final and binding.

          SECTION 2.04. Purchase of Notes at the Option of the Holder.

          (1) On each of December 14, 2003, December 14, 2004, December 14,
2005, December 14, 2006, December 14, 2011 and December 14, 2016 (each, a
"Purchase Date"), at the applicable purchase price specified in paragraph 7 of
the Notes, plus accrued and unpaid interest, including contingent interest
(each, a "Purchase Price"), a Holder of Notes shall have the option to require
the Company to purchase any outstanding Notes, upon:

          (a) delivery to the Trustee or Paying Agent by the Holder of a written
notice of purchase (a "Purchase Notice") at any time from the opening of
business on the date that is 30 Business Days prior to a Purchase Date until the
close of business on such Purchase Date, stating:

(i)   if certificated, the certificate numbers of the Notes which the Holder
      shall deliver to be purchased;

(ii)  the portion of the Principal Amount at Final Maturity of the Notes which
      the Holder shall deliver to be purchased, which portion must be $1,000 in
      Principal Amount at Final Maturity or a multiple thereof;

(iii) that such Notes shall be purchased as of the Purchase Date pursuant to the
      terms and conditions specified in paragraph 7 of the Notes and in this
      Supplemental Indenture; and

(iv)  if the Company elects, pursuant to a Company Notice, to pay the
      Purchase Price to be paid as of any such Purchase Date occurring on or
      after December 14, 2004, in whole or in part, in Common Stock but such
      portion of the Purchase Price shall ultimately be payable to such
      Holder in Cash because any of the conditions to the payment of the
      Purchase Price in Common Stock are not satisfied prior to or on the
      Purchase Date, whether such Holder elects (x) to withdraw such
      Purchase Notice as to some or all of the Notes to which such Purchase
      Notice relates (stating the Principal Amount at Final Maturity and
      certificate numbers of the Notes as to which such withdrawal shall
      relate), or (y) to receive Cash in respect of the entire Purchase
      Price for all Notes (or portions thereof) to which such Purchase
      Notice relates (provided, that if a Holder, in such Holder's Purchase
      Notice (and in any written notice of withdrawal of a portion of a
      Holder's Notes previously submitted for purchase pursuant to a
      Purchase Notice, the portion that remains subject to the Purchase
      Notice), fails to indicate such Holder's choice with respect to the
      foregoing election, such Holder shall be deemed to have elected to
      receive Cash in respect of all Notes subject to such Purchase Notice
      under the foregoing circumstances); and

          (b) delivery or book-entry transfer of such Notes to the Paying Agent
prior to, on or after the Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent, such delivery or transfer
being a condition to receipt by the Holder of the Purchase Price therefor;
provided, however, that such Purchase Price shall be so paid pursuant to this
Section 2.04 only if the Notes so delivered or transferred to the Paying Agent
shall conform in all respects to the description thereof in the related Purchase
Notice.

          (2) The Company shall purchase from a Holder of Notes, pursuant to
this Section 2.04, Notes if the original Principal Amount at Final Maturity of
such Notes is $1,000 or a multiple of $1,000 if so requested by such Holder.

          (3) Any purchase by the Company contemplated pursuant to the
provisions of this Section 2.04 shall be consummated by the delivery of the
consideration to be received by the Holder (together with accrued and unpaid
interest (including contingent interest), if any) promptly following the later
of the Purchase Date and the time of delivery or book-entry transfer of the
Notes.

          (4) Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
2.04 shall have the right at any time prior to the close of business on the
Business Day prior to the Purchase Date to withdraw such Purchase Notice (in
whole or in part) by delivery of a written notice of withdrawal to the Paying
Agent in accordance with Section 2.05(2).

          (5) The Paying Agent shall promptly notify the Company of the receipt
by it of any Purchase Notice or written notice of withdrawal thereof.

          (6) On or before 10:00 a.m. (New York City time) on the Purchase Date,
the Company shall deposit with the Paying Agent Cash or Common Stock sufficient
to pay the aggregate Purchase Price or Fundamental Change Purchase Price of, and
any accrued and unpaid interest with respect to, the Notes to be purchased
pursuant to this Section 2.04. Payment of the Purchase Price for such Notes
shall be made as soon as practicable following the later of the Purchase Date or
the time of book-entry transfer or delivery of such Notes. If the Company is
delivering Common Stock, the Company shall deliver to each Holder entitled to
receive Common Stock, through the Paying Agent, a certificate for the number of
full shares of Common Stock, as applicable, issuable in payment of such Purchase
Price and Cash in lieu of any fractional interests. The Person in whose name the
certificate for Common Stock is registered shall be treated as a holder of
record following the Purchase Date. Subject to Section 2.07 herein, no payment
or adjustment shall be made for dividends on the Common Stock the record date
for which occurred on or prior to the Purchase Date. If the Paying Agent holds,
in accordance with the terms of the Indenture, money sufficient to pay the
Purchase Price of such Notes on the Purchase Date, then, on and after such date,
such Notes shall cease to be outstanding and Original Issue Discount and
interest on such Notes shall cease to accrue, whether or not book-entry transfer
of such Notes is made or such Notes are delivered to the Paying Agent, and all
other rights of the Holder shall terminate (other than the right to receive the
Purchase Price upon delivery or transfer of the Notes). If a Holder of a Note is
paid in Common Stock, the Company shall pay any documentary, stamp or similar
issue or transfer tax due on such issue of shares of Common Stock. However, the
Holder shall pay any such tax which is due because the Holder requests the
shares of Common Stock to be issued in a name other than the Holder's name. The
Paying Agent may refuse to deliver the certificates representing the Common
Stock being issued in a name other than the Holder's name until the Paying Agent
receives a sum sufficient to pay any tax which shall be due because the shares
of Common Stock are to be issued in a name other than the Holder's name. Nothing
herein shall preclude any income tax withholding required by law or regulations.

          SECTION 2.05. Further Conditions and Procedures for Purchase at the
Option of Holders Upon a Fundamental Change and Purchase of Notes at the Option
of the Holder.

          (1) Notice of Purchase Date or Fundamental Change. The Company shall
send notices (each a "Company Notice") to the Holders (and to beneficial owners
as required by applicable law) at their addresses shown in the Note register
maintained by the Security Registrar, and delivered to the Trustee and Paying
Agent, not less than 30 Business Days prior to each Purchase Date (the "Company
Notice Date") or on or before the 14th day after the occurrence of the
Fundamental Change, as the case may be. Each Company Notice shall include a form
of Purchase Notice or Fundamental Change Repurchase Notice to be completed by a
Holder and shall state:

          (a) the Purchase Price, excluding accrued and unpaid interest,
Conversion Rate and, to the extent known at the time of such notice, the amount
of interest (including contingent interest), if any, that will be payable with
respect to the Notes on the Purchase Date;

          (b) the name and address of the Paying Agent and the Conversion Agent;

          (c) that Notes must be surrendered to the Paying Agent to collect
payment of the Purchase Price or Fundamental Change Purchase Price;

          (d) that Notes as to which a Purchase Notice or Fundamental Change
Purchase Notice has been given may be converted only if the applicable Purchase
Notice has been withdrawn in accordance with the terms of this Supplemental
Indenture;

          (e) that the Purchase Price or Fundamental Change Purchase Price for
any Notes as to which a Purchase Notice has been given and not withdrawn shall
be paid promptly following the later of the Purchase Date or Fundamental Change
Purchase Date and the time of surrender of such Notes;

          (f) whether the Company will pay the Purchase Price or Fundamental
Change Purchase Price, as the case may be, in Cash, in Common Stock or in a
combination thereof (specifying the percentages of each) and, if Common Stock is
to be issued the method for calculating the Market Price of the Common Stock;

          (g) the procedures the Holder must follow under Section 2.04 and 2.05;

          (h) briefly, the conversion rights of the Notes;

          (i) that, unless the Company defaults in making payment of such
Purchase Price or Fundamental Change Purchase Price on Notes covered by any
Purchase Notice or Fundamental Change Purchase Notice, Original Issue Discount
and interest will cease to accrue on and after the Purchase Date or Fundamental
Change Purchase Date; and

          (j) the CUSIP or ISIN number of the Notes.

          (k) the procedures for withdrawing a Purchase Notice or Fundamental
Change Purchase Notice.

          At the Company's request and at the Company's expense, the Paying
Agent shall give the Company Notice in the Company's name; provided, however,
that, in all cases, the text of the Company Notice shall be prepared by the
Company.

          (2) Effect of Purchase Notice or Fundamental Change Purchase Notice.
Upon receipt by the Company of the Purchase Notice or Fundamental Change
Purchase Notice specified in Section 2.04(l) or Section 2.03(2), as applicable,
the Holder of the Notes in respect of which such Purchase Notice or Fundamental
Change Purchase Notice, as the case may be, was given shall (unless such
Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified
in the following two paragraphs) thereafter be entitled to receive solely the
Purchase Price or Fundamental Change Purchase Price with respect to such Notes.
Such Purchase Price or Fundamental Change Purchase Price shall be paid to such
Holder promptly following the later of (x) the Purchase Date or the Fundamental
Change Purchase Date, as the case may be, with respect to such Notes (provided
the conditions in Section 2.04(l) or Section 2.03(2), as applicable, have been
satisfied) and (y) the time of delivery or book-entry transfer of such Notes to
the Paying Agent by the Holder thereof in the manner required by Section 2.04(l)
or Section 2.03(2), as applicable. Notes in respect of which a Purchase Notice
or Fundamental Change Purchase Notice, as the case may be, has been given by the
Holder thereof may not be converted for shares of Common Stock on or after the
date of the delivery of such Purchase Notice (or Fundamental Change Purchase
Notice, as the case may be), unless such Purchase Notice (or Fundamental Change
Purchase Notice, as the case may be) has first been validly withdrawn as
specified in the following two paragraphs. A Purchase Notice or Fundamental
Change Purchase Notice, as the case may be, may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent at any
time prior to the close of business on the Business Day prior to the Purchase
Date or the Fundamental Change Purchase Date, as the case may be, to which it
relates specifying:

          (a) if certificated, the certificate number of the Notes in respect of
which such notice of withdrawal is being submitted;

          (b) the original Principal Amount at Final Maturity of the Notes with
respect to which such notice of withdrawal is being submitted; and

          (c) the original Principal Amount at Final Maturity, if any, of such
Notes which remains subject to the original Purchase Notice or Company
Fundamental Change Notice, as the case may be, and which has been or shall be
delivered for purchase by the Company.

          There shall be no purchase of any Notes pursuant to Section 2.03 or
Section 2.04 or redemption pursuant to Section 2.02 if an Event of Default is
continuing (other than a default that is cured by the payment of the Purchase
Price or Fundamental Change Purchase Price, as the case may be). The Paying
Agent shall promptly return to the respective Holders thereof any Notes (x) with
respect to which a Purchase Notice or Fundamental Change Purchase Notice, as the
case may be, has been withdrawn in compliance with this Supplemental Indenture,
or (y) held by it during the continuance of an Event of Default (other than a
default that is cured by the payment of the Purchase Price or Fundamental Change
Purchase Price, as the case may be) in which case, upon such return, the
Purchase Notice or Fundamental Change Purchase Notice with respect thereto shall
be deemed to have been withdrawn.

          (3) Notes Purchased in Part. Any Notes that are to be purchased only
in part shall be surrendered at the office of the Paying Agent (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder's attorney duly authorized in writing) and
the Company shall execute and the Trustee or the Authenticating Agent shall
authenticate and deliver to the Holder of such Notes, without service charge, a
new Note or Notes, of any authorized denomination as requested by such Holder in
aggregate Principal Amount at Final Maturity equal to, and in exchange for, the
portion of the principal amount of the Notes so surrendered which is not
purchased or redeemed.

          (4) Covenant to Comply with Securities Laws Upon Purchase of Notes. In
connection with any offer to purchase Notes under Sections 2.03 or 2.04 hereof,
the Company shall, to the extent applicable, (a) comply with Rules 13e-4 and
14e-1 (and any successor provisions thereto) under the Exchange Act, if
applicable; (b) file the related Schedule TO (or any successor schedule, form or
report) under the Exchange Act, if applicable; and (c) otherwise comply with all
applicable federal and state securities laws so as to permit the rights and
obligations under Sections 2.03 and 2.04 to be exercised in the time and in the
manner specified in Sections 2.03 and 2.04.

          (5) Repayment to the Company. The Trustee and the Paying Agent shall
return to the Company any cash that remains unclaimed as provided in paragraph
15 of the Notes, together with interest that the Trustee or Paying Agent, as the
case may be, has agreed to pay, if any, held by them for the payment of a
Purchase Price or Fundamental Change Purchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 2.05(2) exceeds the aggregate
Purchase Price or Fundamental Change Purchase Price, as the case may be, of the
Notes or portions thereof which the Company is obligated to purchase as of the
Purchase Date or Fundamental Change Purchase Date, as the case may be, then
promptly on and after the Business Day following the Purchase Date or
Fundamental Change Purchase Date, as the case may be, the Trustee and the Paying
Agent shall return any such excess to the Company together with interest that
the Trustee or Paying Agent, as the case may be, has agreed to pay, if any.

          (6) Company's Right to Elect Manner of Payment of Purchase Price. The
Company may elect with respect to any Purchase Date occurring on or after
December 14, 2004, or with respect to any Fundamental Change Purchase Date, to
pay the Purchase Price or Fundamental Change Purchase Price in respect of the
Notes to be purchased pursuant to this Indenture as of such Purchase Date or
Fundamental Change Purchase Date, (a) in U.S. legal tender ("Cash") or (b)
Common Stock (by the issuance of a number of shares of Common Stock equal to the
quotient obtained by dividing (x) the amount of Cash to which the Holders would
have been entitled had the Company elected to pay all or such specified
percentage, as the case may be, of the Purchase Price or Fundamental Change
Purchase Price of such Notes in Cash by (y) the Market Price of a share of
Common Stock), or (c) in any combination of Cash and Common Stock, subject to
the conditions set forth herein. The Company shall designate, in the Company
Notice delivered pursuant hereto, whether the Company shall purchase the Notes
for Cash or Common Stock, or, if a combination thereof, the percentages of the
Purchase Price or Fundamental Change Purchase Price of Notes in respect of which
it shall pay in Cash and/or Common Stock; provided that the Company shall pay
Cash for fractional interests in Common Stock. For purposes of determining the
existence of potential fractional interests, all Notes subject to purchase by
the Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented). Each Holder whose Notes are
purchased pursuant to this Section 2.05 shall receive the same percentage of
Cash and/or Common Stock in payment of the Purchase Price or Fundamental Change
Purchase Price for such Notes, except (a) as provided herein with regard to the
payment of Cash in lieu of fractional interests in Common Stock and (b) in the
event that the Company is unable to purchase the Notes of a Holder or Holders
for Common Stock because any necessary qualifications or registrations of the
Common Stock under applicable federal or state securities laws cannot be
obtained, the Company may purchase the Notes of such Holder or Holders for Cash.

          (7) At least five Business Days before the Company Notice Date, the
Company shall deliver an Officers' Certificate to the Trustee (provided, that at
the Company's option, the matters to be addressed in such Officers' Certificate
may be divided among two such certificates) specifying:

          (a) the manner of payment selected by the Company;

          (b) the information required by Section 2.04(6) herein;

          (c) if the Company elects to pay the Purchase Price or Fundamental
Change Purchase Price, or a specified percentage thereof, in Common Stock
pursuant to Section 2.05(6), that the conditions to such manner of payment set
forth in Section 2.05(9) herein have been or shall be complied with; and

          (d) whether the Company desires the Trustee to give the Company Notice
required by Section 2.05(1) herein.

          (8) The Company shall not issue a fractional share of Common Stock in
payment of the Purchase Price or Fundamental Change Purchase Price. Instead the
Company shall pay Cash for the current market value of the fractional share. The
current market value of a fraction of a share shall be determined by multiplying
the Market Price by such fraction and rounding the product to the nearest whole
cent. It is understood that if a Holder elects to have more than one Note
purchased, the number of shares of Common Stock shall be based on the aggregate
amount of Notes to be purchased.

          (9) The Company's right to exercise its election to purchase the Notes
pursuant to Section 2.03 or Section 2.04 herein through the issuance of shares
of Common Stock shall be conditioned upon:

          (a) the Company having given timely written notice in accordance with
Section 2.05(1) herein of its election to purchase all or a specified percentage
of the Notes with Common Stock as provided herein;

          (b) the Common Stock being traded on a national securities exchange or
quoted on the NASDAQ National Market System at such time;

          (c) (i) (A) the registration of the shares of Common Stock to be
issued in respect of the payment of the specified percentage of the Purchase
Price or Fundamental Change Purchase Price under the Securities Act of 1933 or
(B) the issuance of the shares of Common Stock in an action which is exempt from
the registration requirements of the Securities Act of 1933 and which will not
result in such shares of Common Stock being deemed "restricted securities" under
the Securities Act of 1933 or otherwise and (ii) the registration of the shares
of Common Stock under the Securities Exchange Act of 1934;

          (d) any necessary qualification or registration under applicable state
securities laws or the availability of an exemption from such qualification and
registration; and

          (e) the receipt by the Trustee of an Officers' Certificate (provided,
that at the Company's option, the matters to be addressed in such Officers'
Certificate may be divided among two such certificates) and an Opinion of
Counsel each stating that (i) the terms of the issuance of the Common Stock are
in conformity with this Supplemental Indenture and (ii) the shares of Common
Stock to be issued by the Company in payment of the specified percentage of the
Purchase Price or Fundamental Change Purchase Price in respect of Notes have
been duly authorized and, when issued and delivered pursuant to the terms of
this Supplemental Indenture in payment of the specified percentage of the
Purchase Price or Fundamental Change Purchase Price in respect of Notes, shall
be validly issued, fully paid and nonassessable, and, to the best of such
counsel's knowledge, free from preemptive rights, and in the case of such
Officers' Certificate, stating that conditions (a), (b), (c) and (d) above have
been satisfied and, in the case of such Opinion of Counsel, stating that
conditions (c) and (d) above have been satisfied.

          Such Officers' Certificate shall also set forth the number of shares
of Common Stock to be issued for each $1,000 Principal Amount at Final Maturity
of Notes and the Sale Price of a share of Common Stock on each Trading Day
during the period during which the Market Price is calculated and ending on the
applicable Purchase Date or Fundamental Change Purchase Date. The Company may
elect to pay the Purchase Price or Fundamental Change Purchase Price (or any
portion thereof) in Common Stock only if the information necessary to calculate
the Market Price is reported in a daily newspaper of national circulation. If
any of the conditions set forth in this Section 2.05(9) are not satisfied with
respect to a Holder or Holders prior to or on the Purchase Date or Fundamental
Change Repurchase Date and the Company elected to purchase the Notes to be
purchased as of such Purchase Date or Fundamental Change Repurchase Date
pursuant to Section 2.03 or Section 2.04 herein through the issuance of shares
of Common Stock, the Company shall pay the entire Purchase Price or Fundamental
Change Purchase Price in respect of such Notes of such Holder or Holders in
Cash.

          (10) Upon determination of the actual number of shares of Common Stock
which the Holder of each $1,000 Principal Amount at Final Maturity of the Notes
shall receive, the Company shall publish such determination in a daily newspaper
of national circulation and on the Company's then existing website or such other
reasonable media as the Company shall determine.

          SECTION 2.06. Conversion of Notes.

          (1) Right to Convert. A Holder of Notes may convert such Notes for
Common Stock at any time during which the conditions stated in paragraph 10 of
the Notes are met. The number of shares of Common Stock issuable upon conversion
of a Note per $1,000 of original Principal Amount at Final Maturity (the
"Conversion Rate") shall be that set forth in paragraph 10 in the Notes, subject
to adjustment as herein set forth.

          A Holder may convert a portion of the original Principal Amount at
Final Maturity of Notes if the portion is $1,000 or a multiple of $1,000.

          (2) Conversion Procedures. To convert Notes a Holder must satisfy the
requirements in paragraph 10 of the Notes. The date on which the Holder of Notes
satisfies all those requirements is the conversion date (the "Conversion Date").
As soon as practicable, but in no event later than the fifth Business Day
following the Conversion Date the Company shall deliver to the Holder, through
the Conversion Agent, a certificate for the number of full shares of Common
Stock issuable upon the conversion and cash in lieu of any fractional share
determined pursuant to Section 2.06(3). The Person in whose name the certificate
is registered shall be treated as a stockholder of record on and after the
Conversion Date; provided, however, that no surrender of Notes on any date when
the stock transfer books of the Company shall be closed shall be effective to
constitute the Person or Persons entitled to receive the shares of Common Stock
upon such conversion as the record holder or holders of such shares of Common
Stock on such date, but such surrender shall be effective to constitute the
Person or Persons entitled to receive such shares of Common Stock as the record
holder or holders thereof for all purposes at the close of business on the next
succeeding day on which such stock transfer books are open; such conversion
shall be at the Conversion Rate in effect on the date that such Notes shall have
been surrendered for conversion, as if the stock transfer books of the Company
had not been closed. Upon conversion of Notes, such Person shall no longer be a
Holder of such Notes.

          No payment or adjustment shall be made for dividends on or other
distributions with respect to any Common Stock except as provided in Section
2.07. On conversion of Notes, that portion of accrued Original Issue Discount
(or interest, if the Company has exercised its option pursuant to Section 2.09)
attributable to the period from the Issue Date of the Notes to the Conversion
Date and (except as provided below) accrued contingent interest with respect to
the converted Notes shall not be canceled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the Holder thereof through delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares) in exchange for the Notes being converted pursuant to the provisions
hereof, and the fair market value of such shares of Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for Original Issue Discount (or
interest, if the Company has exercised its option provided for in Section 2.09)
accrued through the Conversion Date and accrued contingent interest, and the
balance, if any, of such fair market value of such Common Stock (and any such
cash payment) shall be treated as issued in exchange for the Issue Price of the
Notes being converted pursuant to the provisions hereof.

          If a Holder converts more than one Note at the same time, the number
of shares of Common Stock issuable upon the conversion shall be based on the
total original Principal Amount at Final Maturity of the Notes converted.

          Upon surrender of a Note that is converted in part, the Company shall
execute, and the Trustee or the Authenticating Agent shall authenticate and
deliver to the Holder, a new Note in an authorized denomination equal in
Principal Amount at Final Maturity to the unconverted portion of the Note
surrendered.

          If the last day on which Notes may be converted is a legal holiday in
a place where a Conversion Agent is located, the Notes may be surrendered to
that Conversion Agent on the next succeeding day that it is not a legal holiday.

          (3) Cash Payments in Lieu of Fractional Shares. The Company shall not
issue a fractional share of Common Stock upon conversion of Notes. Instead the
Company shall deliver cash for the current market value of the fractional share.
The current market value of a fractional share shall be determined to the
nearest 1/10,000th of a share by multiplying the Sale Price of a full share of
Common Stock on the Trading Day immediately preceding the Conversion Date by the
fractional amount and rounding the product to the nearest whole cent.

          (4) Taxes on Conversion. If a Holder converts Notes, the Company shall
pay any documentary, stamp or similar issue or transfer tax due on the issue of
shares of Common Stock upon the conversion. However, the Holder shall pay any
such tax which is due because the Holder requests the shares to be issued in a
name other than the Holder's name. The Conversion Agent may refuse to deliver
the certificates representing the Common Stock being issued in a name other than
the Holder's name until the Conversion Agent receives a sum sufficient to pay
any tax which shall be due because the shares are to be issued in a name other
than the Holder's name. Nothing herein shall preclude any tax withholding
required by law or regulations.

          (5) Covenants of the Company. The Company shall, prior to issuance of
any Notes hereunder, and from time to time as may be necessary, reserve out of
its authorized but unissued Common Stock a sufficient number of shares of Common
Stock to permit the conversion of the Notes.

          All shares of Common Stock delivered upon conversion of the Notes
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

          The Company shall endeavor promptly to comply with all federal and
state securities laws regulating the order and delivery of shares of Common
Stock upon the conversion of Notes, if any, and shall cause to have listed or
quoted all such shares of Common Stock on each United States national securities
exchange or over-the-counter or other domestic market on which the Common Stock
is then listed or quoted.

          SECTION 2.07. Adjustments to Conversion Rate. The Conversion Rate
shall be adjusted from time to time by the Company as follows:

          (1) In case the Company shall (a) pay a dividend, or make a
distribution, in shares of its capital stock, on its Common Stock; (b) subdivide
its outstanding Common Stock into a greater number of shares; (c) combine its
outstanding Common Stock into a smaller number of shares; or (d) reclassify its
Common Stock, the Conversion Rate in effect immediately prior thereto shall be
adjusted so that the holder of any Notes thereafter surrendered for conversion
shall be entitled to receive the number of shares of Common Stock of the Company
which such holder would have owned or have been entitled to receive after the
happening of any of the events described above had such Notes been converted
immediately prior to the happening of such event. If any dividend or
distribution of the type described in clause (a) above is not so paid or made,
the Conversion Rate shall again be adjusted to the Conversion Rate which would
then be in effect if such dividend or distribution had not been declared. An
adjustment made pursuant to this Section 2.07(1) shall become effective
immediately after the applicable Record Date in the case of a dividend and shall
become effective immediately after the applicable effective date in the case of
subdivision, combination or reclassification of the Company's Common Stock.

          (2) In case the Company shall issue rights or warrants to all holders
of its Common Stock entitling them (for a period expiring within 60 days after
the date fixed for determination of stockholders entitled to receive such rights
or warrants) to subscribe for or purchase Common Stock at a price per share less
than the Sale Price per share of Common Stock at the Record Date for the
determination of stockholders entitled to receive such rights or warrants, the
Conversion Rate in effect immediately prior thereto shall be adjusted so that
the same shall equal the Conversion Rate determined by multiplying the
Conversion Rate in effect immediately prior to the date of the issuance of such
rights or warrants by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding on the date of issuance of such rights or
warrants plus the number of additional shares of Common Stock offered for
subscription or purchase, and of which the denominator shall be the number of
shares of Common Stock outstanding on the date of issuance of such rights or
warrants plus the number of shares which the aggregate offering price of the
total number of shares so offered would purchase at such Sale Price. Such
adjustment shall be made successively whenever any such rights or warrants are
issued, and shall become effective immediately after the opening of business on
the day following the Record Date for the determination of the stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered after the expiration of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate which would then be
in effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered. If such rights or warrants are not so issued, the Conversion
Rate shall again be adjusted to be the Conversion Rate which would then be in
effect if such Record Date for the determination of stockholders entitled to
receive such rights or warrants had not been fixed. In determining whether any
rights or warrants entitle the holders to subscribe for or purchase shares of
Common Stock at less than such Sale Price, and in determining the aggregate
offering price of such shares of Common Stock, there shall be taken into account
any consideration received by the Company for such rights or warrants, the value
of such consideration, if other than cash, to be determined by the Board of
Directors.

          (3) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock (excluding any distribution in connection with
the liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary) any evidences of its indebtedness or assets or rights or warrants
to subscribe for or purchase any of its securities (excluding those referred to
in Section 2.07(2) hereof) (any of the foregoing hereinafter in this Section
2.07(3) called the "Distributed Assets or Securities") in an aggregate amount
that, combined together with the aggregate amount of any other such
distributions to all holders of its Common Stock made within the 12 months
preceding the date of payment of such distribution, and in respect of which no
adjustment pursuant to this Section 2.07(3) has been made, exceeds 15% of the
product of the Market Price on the day preceding the declaration of such
distribution times the number of shares of Common Stock outstanding on such
date, then, the Conversion Rate shall be adjusted so that the same shall equal
the Conversion Rate determined by multiplying the Conversion Rate in effect
immediately prior to the date of such distribution by a fraction of which the
numerator shall be the Market Price per share of the Common Stock on the Record
Date mentioned below, and the denominator shall be the Market Price per share of
the Common Stock on such Record Date less the fair market value on such Record
Date (as determined by the Board of Directors, whose determination shall be
conclusive, and described in a certificate filed with the Trustee and the Paying
Agent) of the Distributed Assets or Securities so distributed applicable to one
share of Common Stock. Such adjustment shall become effective immediately after
the Record Date for the determination of stockholders entitled to receive such
distribution; provided, however, that no adjustment will be made in respect of
any such dividends and distributions that result in the payment of any
contingent interest to the Holders; provided, further, that, if the portion of
the Distributed Assets or Securities so distributed applicable to one share of
Common Stock is (a) equal to or greater than the Sale Price of the Common Stock
on the Record Date or (b) the Sale Price of the Common Stock on the Record Date
is greater than the fair market value of the Distributed Assets or Securities by
less than $1.00, then, in lieu of the foregoing adjustment, adequate provision
shall be made so that each Holder shall have the right to receive upon
conversion, in addition to the shares of Common Stock, the kind and amount of
assets, debt securities, or rights warrants or options the Holder would have
received had such Holder converted such Notes immediately prior to such Record
Date. In the event that such distribution is not so paid or made, the Conversion
Rate shall again be adjusted to the Conversion Rate which would then be in
effect if such distribution had not been declared.

          Notwithstanding the foregoing provisions of Section 2.07(2) or (3), no
adjustment shall be made thereunder for any distribution described therein if
the Company makes proper provision so that each Holder of Notes who converts
such Notes (or any portion thereof) after the Record Date for such distribution
shall be entitled to receive upon such conversion, in addition to the shares of
Common Stock issuable upon such conversion, the amount and kind of assets or
Securities that such Holder would have been entitled to receive if such Holder
had, immediately prior to such Record Date, converted such Notes for Common
Stock; provided that, with respect to any Distributed Securities that are
convertible, exchangeable or exercisable, the foregoing provision shall only
apply to the extent (and so long as) the Distributed Securities receivable upon
conversion of such Notes would be convertible, exchangeable or exercisable, as
applicable, without any loss of rights or privileges for a period of at least 60
days following conversion of such Notes.

          Upon conversion of the Notes the Holders shall receive, in addition to
the Common Stock issuable upon such conversion, the rights issued under the
Company's existing stockholder rights plan and any future stockholder rights
plan the Company implements (notwithstanding the occurrence of an event causing
such rights to separate from the Common Stock at or prior to the time of
conversion). No adjustment pursuant to this Section 2.07 shall be made in
connection with such stockholder rights plans.

          (4) For purposes of this Section 2.07, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company shall not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

          SECTION 2.08. Miscellaneous Provisions Relating to Conversion

          (1) Calculation Methodology. No adjustment in the Conversion Rate need
be made unless the adjustment would require an increase or decrease of at least
1% in the Conversion Rate then in effect provided that any adjustment that would
otherwise be required to be made shall be carried forward and taken into account
in any subsequent adjustment. Except as stated in Section 2.07, the Conversion
Rate will not be adjusted for the issuance of Common Stock or any securities
convertible into or exchangeable for Common Stock or carrying the right to
purchase any of the foregoing. Any adjustments that are made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under Sections 2.06, 2.07 and this Section 2.08 shall be made to the nearest
cent or to the nearest 1/10,000th of a share, as the case may be.

          (2) When No Adjustment Required. No adjustment shall be made for
rights to purchase Common Stock pursuant to a Company plan for reinvestment of
dividends or interest. No adjustment shall be made for a change in the par value
or no par value of the Common Stock. No adjustment shall be made for accrued
Original Issue Discount or accrued and unpaid interest (including contingent
interest). To the extent the Notes become convertible into cash, assets,
property or securities (other than capital stock of the Company), no adjustment
shall be made thereafter as to the cash, assets, property or such securities.
Interest shall not accrue on such cash.

          In the event the Company exercises its option pursuant to Section 2.09
of this Supplemental Indenture to have interest in lieu of Original Issue
Discount accrue on the Notes following a Tax Event, the Holder will be entitled
on conversion to receive the same number of shares of Common Stock or other
property in respect of Notes in a given original Principal Amount at Final
Maturity that such Holder would have received if the Company had not exercised
such option.

          (3) Notice of Adjustment. Whenever the Conversion Rate is adjusted,
the Company shall promptly mail to Holders a notice of the adjustment. The
Company shall file with the Trustee and the Conversion Agent such notice. The
certificate shall, absent manifest error, be conclusive evidence that the
adjustment is correct. Neither the Trustee nor any Conversion Agent shall be
under any duty or responsibility with respect to any such certificate except to
exhibit the same to any Holder desiring inspection thereof.

          (4) Voluntary Increase. The Company may make such increases in the
Conversion Rate, in addition to those required by Section 2.07, as the Board of
Directors considers to be advisable to avoid or diminish any income tax to
holders of Common Stock or rights to purchase Common Stock resulting from any
dividend or distribution of stock (or rights to acquire stock) or from any event
treated as such for income tax purposes. To the extent permitted by applicable
law, the Company may from time to time increase the Conversion Rate by any
amount for any period of time if the period is at least 20 days, the increase is
irrevocable during the period and the Board of Directors shall have made a
determination that such increase would be in the best interests of the Company,
which determination shall be conclusive. Whenever the Conversion Rate is so
increased, the Company shall mail to Holders and file with the Trustee and the
Conversion Agent a notice of such increase. Neither the Trustee nor any
Conversion Agent shall be under any duty or responsibility with respect to any
such notice except to exhibit the same to any holder desiring inspection
thereof. The Company shall mail the notice at least 15 days before the date the
increased Conversion Rate takes affect. The notice shall state the increased
Conversion Rate and the period it shall be in effect.

          (5) Notice to Holders Prior to Certain Actions. In case:

          (a) the Company shall declare a dividend (or any other distribution)
on its Common Stock that would require an adjustment in the Conversion Rate
pursuant to Section 2.07;

          (b) the Company shall authorize the granting to all or substantially
all the Holders of its Common Stock of rights or warrants to subscribe for or
purchase any share of any class or any other rights or warrants;

          (c) of any reclassification or reorganization of the Common Stock of
the Company (other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the Company
is a party and for which approval of any shareholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company; or

          (d) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company,

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of Notes at his address appearing on the Note register, as promptly as
possible but in any event at least 15 days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution or rights or warrants, or,
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution, or rights or warrants
are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is
expected to become effective or occur, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up.

          (6) Effect of Reclassification, Consolidation, Merger or Sale. If any
of the following events occur, namely (a) any reclassification or change of
outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination); (b) any consolidation, merger or combination of
the Company with another corporation as a result of which holders of Common
Stock shall be entitled to receive stock, securities or other property or assets
(including cash) with respect to or in exchange for such Common Stock; or (c)
any sale or conveyance of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, then the Company or the successor or purchasing corporation, as
the case may be, shall execute with the Trustee a supplemental indenture,
providing that each Note shall be convertible into the kind and amount of shares
of stock and other securities or property or assets (including cash) receivable
upon such reclassification, change, consolidation, merger, combination, sale or
conveyance by a holder of a number of shares of Common Stock issuable upon
conversion of such Note immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance. Such supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section 2.08(6).

          The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder of Notes, at his address appearing on the
Note register, within 20 days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of such supplemental indenture.

          The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

          If this Section 2.08(6) applies to any event or occurrence, Section
2.07 shall not apply.

          (7) Responsibility of Trustee. The Trustee and any other Conversion
Agent shall not at any time be under any duty or responsibility to any Holder of
Notes to either calculate the Conversion Rate or determine whether any facts
exist which may require any adjustment of the Conversion Rate, or with respect
to the nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same and shall be protected in relying
upon an Officers' Certificate with respect to the same. The Trustee and any
other Conversion Agent shall not be accountable with respect to the validity or
value (or the kind or amount) of any shares of Common Stock, or of any
securities or property, which may at any time be issued or delivered upon the
conversion of any Notes and the Trustee and any other Conversion Agent make no
representations with respect thereto. Subject to the provisions of Article Six
of the Base Indenture, neither the Trustee nor any Conversion Agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Notes for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained
in this Section. Without limiting the generality of the foregoing, neither the
Trustee nor any Conversion Agent shall be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
entered into pursuant to Section 2.08(6) relating either to the kind or amount
of shares of stock or securities or property (including cash) receivable by
Holders upon the conversion of their Notes after any event referred to in such
Section 2.08(6) or to any adjustment to be made with respect thereto, but,
subject to the provisions of Article Six of the Base Indenture, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers' Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

          (8) Simultaneous Adjustments. In the event that Section 2.07 requires
adjustments to the Conversion Rate under more than one of Sections 2.07(l), (2)
or (3), and the Record Dates for the distributions giving rise to such
adjustments shall occur on the same date, then such adjustments shall be made by
applying, first, the provisions of Section 2.07(3), second, the provisions of
Section 2.07(l), and third, the provisions of Section 2.07(2).

          (9) Successive Adjustments. After an adjustment to the Conversion Rate
under Section 2.07, any subsequent event requiring an adjustment under Section
2.07 shall cause an adjustment to the Conversion Rate as so adjusted.

          (10) General Considerations. Whenever successive adjustments to the
Conversion Rate are called for pursuant to Sections 2.07 or 2.08, such
adjustments shall be made to the Market Price as may be necessary or appropriate
to effectuate the intent of Section 2.07 and 2.08 and to avoid unjust or
inequitable results as determined in good faith by the Board of Directors.

          (11) Restriction on Common Stock Issuable Upon Conversion. (a) Shares
of Common Stock to be issued upon conversion of Notes prior to the effectiveness
of a shelf registration statement shall be physically delivered in certificated
form to the Holders converting such Notes and the certificate representing such
shares of Common Stock shall bear the Restricted Common Stock Legend unless
removed in accordance with Section 2.08(11)(c).

          (b) If (i) shares of Common Stock to be issued upon conversion of
Notes prior to the effectiveness of a shelf registration statement are to be
registered in a name other than that of the Holder of such Notes or (ii) shares
of Common Stock represented by a certificate bearing the Restricted Common Stock
Legend are transferred subsequently by such Holder, then, unless the shelf
registration statement has become effective and such shares are being
transferred pursuant to the shelf registration statement, the Holder must
deliver to the transfer agent for the Common Stock a certificate in
substantially the form of Exhibit C as to compliance with the restrictions on
transfer applicable to such shares of Common Stock and neither the transfer
agent nor the registrar for the Common Stock shall be required to register any
transfer of such Common Stock not so accompanied by a properly completed
certificate.

          (c) Except in connection with a shelf registration statement, if
certificates representing shares of Common Stock are issued upon the
registration of transfer, exchange or replacement of any other certificate
representing shares of Common Stock bearing the Restricted Common Stock Legend,
or if a request is made to remove such Restricted Common Stock Legend from
certificates representing shares of Common Stock, the certificates so issued
shall bear the Restricted Common Stock Legend, or the Restricted Common Stock
Legend shall not be removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act of 1933, may include an opinion of
counsel pursuant to the laws in the State of New York, as may be reasonably
required by the Company, that neither the legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities
Act of 1933 and that such shares of Common Stock are securities that are not
"restricted" within the meaning of Rule 144 under the Securities Act of 1933.
Upon provision to the Company of such reasonably satisfactory evidence, the
Company shall cause the transfer agent for the Common Stock to countersign and
deliver certificates representing shares of Common Stock that do not bear the
legend.

          SECTION 2.09. Optional Conversion to Cash Pay Notes Upon Tax Event.
From and after the date (the "Tax Event Date") of the occurrence of a Tax Event,
at the option of the Company, cash interest in lieu of future Original Issue
Discount shall accrue after the date (which shall be on or after the Tax Event
Date) the Company exercises the option set forth in this Section 2.09 (the
"Option Exercise Date") at the rate of 1.00% per annum on a restated principal
amount per $1,000 original Principal Amount at Final Maturity (the "Restated
Principal Amount") which shall be equal to the Accreted Value on the Option
Exercise Date, and shall be payable in Cash semiannually on December 14 and June
14 of each year (each an "Interest Payment Date") to holders of record at the
close of business on November 30 or May 31(each a "Regular Record Date")
immediately preceding such Interest Payment Date. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months and will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from the Option Exercise Date. Within 30 days of the occurrence of a
Tax Event, the Company shall deliver a written notice of such Tax Event by
facsimile and first-class mail to the Trustee. Within 15 days of the exercise of
such option the Company shall deliver a written notice of the Option Exercise
Date by facsimile and first-class mail to the Trustee and by first class mail to
the Holders of the Notes. From and after the Option Exercise Date, (i) the
Company shall be obligated to pay at Final Maturity or upon a Redemption Date,
Purchase Date or Fundamental Change Purchase Date, in lieu of the Principal
Amount at Final Maturity or Accreted Value, as the case may be, of Notes, the
Restated Principal Amount thereof (plus accrued and unpaid interest, including
contingent interest, if any) and (ii) "Issue Price and accrued Original Issue
Discount," "Issue Price plus Original Issue Discount" or similar words, as used
herein, mean Restated Principal Amount plus accrued and unpaid interest with
respect to any Notes. Notes authenticated and delivered after the Option
Exercise Date may, and shall if required by the Trustee, bear a notation in a
form approved by the Trustee as to the conversion of the Notes to Cash Pay
Notes. The Notes as modified after the Option Exercise Date are referred to
herein as "Cash Pay Notes."

          SECTION 2.10. Tax Treatment of Notes. The Company agrees, and by
acceptance of a beneficial ownership interest in the Notes each beneficial
holder of Notes will be deemed to have agreed, for United States federal income
tax purposes, (i) to treat the Notes as debt instruments that are subject to
Section 1.1275-4(b) of the Treasury Regulations (the "Contingent Debt
Regulations"), and, for purposes of the Contingent Debt Regulations, to treat
the fair market value of any stock beneficially received by a beneficial holder
upon any conversion of the Notes as a contingent payment and (ii) to be bound by
the Company's determination of the "comparable yield" and "projected payment
schedule," within the meaning of the Contingent Debt Regulations, with respect
to the Notes. The comparable yield and the schedule of projected payments are
not determined for any purpose other than for the determination of interest
accruals and adjustment thereof in respect of the Notes for United States
federal income tax purposes. The comparable yield and the schedule of projected
payments do not constitute a projection or representation regarding the future
stock price or the amounts payable on the Notes. For purposes of the foregoing,
the Company's determination of the "comparable yield" is 7.45 % per annum,
compounded semiannually. The projected payment schedule, determined by the
Company, is attached hereto as Exhibit D. A Holder of Notes may obtain the
amount of Original Issue Discount, Issue Date, yield to maturity, comparable
yield and a copy of the projected payment schedule attached hereto as Exhibit D
for the Notes by telephoning the Company's Investor Relations Department at
(212) 399-8000 or submitting a written request for such information to The
Interpublic Group of Companies, Inc., 1271 Avenue of the Americas, New York, New
York 10020, Attn: Susan V. Watson.

          SECTION 2.11. Payment of Principal or Interest

          (1) Paying Agent To Hold Money in Trust. Prior to 10:00 a.m. (New York
City time) on any applicable payment date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary of the Company is acting as
Paying Agent, segregate and hold in trust for the benefit of the Persons
entitled thereto) a sum sufficient to pay semiannual or contingent interest, if
any, when due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal or interest on the Notes and shall notify the Trustee of
any default by the Company in making any such payment. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed by the Paying Agent. Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.

          (2) Holder Lists. The Trustee shall preserve in as current a form as
is reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Security Registrar, the Company
shall furnish, or cause the Security Registrar to furnish, to the Trustee, in
writing at least five Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of Holders.

          (3) Payment of Interest; Interest Rights Preserved. (a) Semiannual or
contingent interest on any Notes that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Notes are registered at the close of business on the Regular Record
Date or Contingent Interest Record Date, as the case may be, for such interest
at the office or agency of the Company maintained for such purpose. Each
installment of semiannual or contingent interest on any Notes shall be paid in
same-day funds by transfer to an account maintained by the payee located inside
the United States. In the case of a Global Security, semiannual or contingent
interest payable on any applicable payment date will be paid to the Depositary,
with respect to that portion of such Global Security held for its account by
Cede & Co. for the purpose of permitting such party to credit the interest
received by it in respect of such Global Security to the accounts of the
beneficial owners thereof.

          (b) Except as otherwise specified with respect to the Notes, any
semiannual or contingent interest on any Notes that is payable, but is not
punctually paid or duly provided for, within 30 days following any applicable
payment date (herein called "Defaulted Interest", which term shall include any
accrued and unpaid interest that has accrued on such defaulted amount in
accordance with paragraph 1 of the Notes), shall forthwith cease to be payable
to the registered Holder thereof on the relevant Regular Record Date or
Contingent Interest Record Date, as the case may be, by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (i) or (ii) below.

(i)  The Company may elect to make payment of any Defaulted Interest to the
     Persons in whose names the Notes are registered at the close of
     business on a date for the payment of such Defaulted Interest (the
     "Special Record Date"), which shall be fixed in the following manner:
     The Company shall notify the Trustee and Paying Agent in writing of
     the amount of Defaulted Interest proposed to be paid on Notes and the
     date of the proposed payment (which shall not be less than 20 days
     after such notice is received by the Trustee and Paying Agent), and at
     the same time the Company shall deposit with the Paying Agent an
     amount of money equal to the aggregate amount proposed to be paid in
     respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Paying Agent for such deposit on or prior to the
     date of the proposed payment, such money when deposited to be held in
     trust for the benefit of the Persons entitled to such Defaulted
     Interest as in this clause provided. Thereupon the Paying Agent shall
     fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior
     to the date of the proposed payment and not less than 10 days after
     the receipt by the Trustee and Paying Agent of the notice of the
     proposed payment. The Paying Agent shall promptly notify the Company
     of such Special Record Date and, in the name and at the expense of the
     Company, shall cause notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor to be mailed,
     first-class postage prepaid, to each Holder of Notes at his address as
     it appears on the list of Holders maintained pursuant to this
     Supplemental Indenture not less than 10 days prior to such Special
     Record Date. Notice of the proposed payment of such Defaulted Interest
     and the Special Record Date therefor having been mailed as aforesaid,
     such Defaulted Interest shall be paid to the Persons in whose names
     the Notes are registered at the close of business on such Special
     Record Date and shall no longer be payable pursuant to the following
     clause (ii).

(ii) Alternatively, the Company may make payment of any Defaulted Interest on
     the Notes in any other lawful manner not inconsistent with the requirements
     of any exchange on which such Notes may be listed, and upon such notice as
     may be required by such exchange, if, after notice given by the Company to
     the Trustee and Paying Agent of the proposed payment pursuant to this
     clause, such manner of payment shall be deemed practicable by the Paying
     Agent.

          Subject to the foregoing provisions of this Section 2.11 and Section
3.05 of the Base Indenture, Notes delivered under this Supplemental Indenture
upon registration of transfer of or in exchange for or in lieu of any other
Notes shall carry the rights to semiannual or contingent interest accrued and
unpaid to, and to accrue, which were carried by such other Notes.

                                   ARTICLE 3
                                GLOBAL SECURITIES

          SECTION 3.01. Form. The Notes shall initially be issued in the form of
one or more Global Securities, and the Company shall execute and the Trustee or
the Authenticating Agent shall authenticate and deliver such Global Security or
Securities which (1) shall represent, and shall be denominated in an amount
equal to the aggregate Principal Amount at Final Maturity of, the outstanding
Notes to be represented by such Global Security or Securities, or such portion
thereof as the Company shall specify in writing to the Trustee or Authenticating
Agent, (2) shall be registered in the name of Cede & Co., as nominee of The
Depositary Trust Company (the "Depositary"), (3) shall be delivered by the
Trustee or the Authentication Agent to the Depositary or pursuant to the
Depositary's instruction and (4) shall bear a global securities legend
substantially to the following effect:

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
                  INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY
                  NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
                  NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
                  THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
                  DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
                  NOMINEE OF SUCH SUCCESSOR DEPOSITARY

and shall bear a restricted securities legend (a "Restricted Securities Legend")
substantially to the following effect:

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
                  ANY STATE SECURITIES LAWS, AND ACCORDINGLY, MAY NOT BE OFFERED
                  OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
                  ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
                  "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
                  ADOPTED UNDER THE SECURITIES ACT) OR (B) IT IS NOT A UNITED
                  STATES PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
                  TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE
                  SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS
                  AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR
                  OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON
                  STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO
                  THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED
                  INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER
                  THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN
                  UNITED STATES PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE
                  WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO
                  THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED
                  UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER
                  THE SECURITIES ACT NOT REFERRED TO ABOVE (IF AVAILABLE), OR
                  (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                  SECURITIES ACT; AND (3) AGREES THAT IT WILL, PRIOR TO ANY
                  TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL
                  ISSUANCE OF THIS SECURITY, FURNISH TO THE TRUSTEE AND THE
                  ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
                  INFORMATION AS MAY BE REQUIRED PURSUANT TO THE INDENTURE TO
                  CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
                  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
                  HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
                  "UNITED STATES PERSON" HAVE THE MEANING GIVEN TO THEM BY
                  REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER
                  HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING
                  TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED
                  BY THE SECURITIES ACT.

          Interests in the Global Securities shall be issued only in
denominations of $1,000 or integral multiples thereof.

          SECTION 3.02. Transfer. Notwithstanding any other provisions herein
but subject to the provisions of Section 3.03 below, unless the terms of a
Global Security expressly permit such Global Security to be exchanged in whole
or in part for individual Notes, a Global Security may be transferred, in whole
but not in part and in the manner provided in Section 3.05 of the Base
Indenture, only to a nominee of the Depositary for such Global Security, or to
the Depositary, or a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.

          SECTION 3.03. Restricted Securities Legend. Except in connection with
a shelf registration statement contemplated by and in accordance with the terms
of the Registration Rights Agreement by and between the Company and the initial
purchasers of the Notes as set forth in such agreement, dated as of December 14,
2001 (the "Registration Rights Agreement"), if Notes are issued upon the
registration of transfer, exchange or replacement of Notes bearing a Restricted
Securities Legend, or if a request is made to remove such a Restrictive
Securities Legend on Notes, the Notes so issued shall bear the Restricted
Securities Legend, or a Restricted Securities Legend shall not be removed, as
the case may be, unless there is delivered to the Company such satisfactory
evidence, which, in the case of a transfer made pursuant to Rule 144 under the
Securities Act of 1933, may include an opinion of counsel given in accordance
with the laws in the State of New York, as may be reasonably required by the
Company, that neither the legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A, Rule 144 or Regulation S under the Securities Act of 1933 and that
such Notes are not "restricted" within the meaning of Rule 144 under the
Securities Act of 1933. Upon provision to the Company of such satisfactory
evidence, the Trustee or Authenticating Agent, at the written direction of the
Company, shall authenticate and deliver Notes that do not bear the legend.

          SECTION 3.04. Individual Notes. (1) If at any time the Depositary for
a Global Security notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time the Depositary
for the Notes ceases to be a clearing agency registered under the Exchange Act
or other applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such Global Security. If a successor Depositary for
such Global Security is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company
shall execute, and the Trustee or the Authenticating Agent, upon receipt of a
written request by the Company for the authentication and delivery of individual
Notes in exchange for such Global Security, shall authenticate and deliver,
individual Notes in definitive form in an aggregate principal amount equal to
the principal amount of the Global Security in exchange for such Global
Security.

          (2) The Company may at any time and in its sole discretion determine
that the Notes or portion thereof issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities. In such event the Company shall execute, and the Trustee or the
Authenticating Agent, upon receipt of a written request by the Company for the
authentication and delivery of individual Notes in exchange in whole or in part
for such Global Security, shall authenticate and deliver individual Notes in
definitive form in an aggregate Principal Amount at Final Maturity equal to the
Principal Amount at Final Maturity of such Global Security or Securities
representing such series or portion thereof in exchange for such Global Security
or Securities.

          (3) If specified by the Company with respect to Notes issued or
issuable in the form of a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
individual Notes in definitive form on such terms as are acceptable to the
Company and such Depositary. Thereupon the Company shall execute, and the
Trustee or the Authenticating Agent shall authenticate and deliver, without
service-charge, (a) to each Person specified by such Depositary a new Note or
Notes of any authorized denomination as requested by such Person in an aggregate
principal amount equal to and in exchange for such Person's beneficial interest
in the Global Security; and (b) to such Depositary a new Global Security in an
authorized denomination equal to the difference, if any, between the Principal
Amount at Final Maturity of the surrendered Global Security and the aggregate
Principal Amount at Final Maturity of Notes delivered to the Holders thereof.

          (4) In any exchange provided for in any of the preceding three
paragraphs, the Company shall execute and the Trustee or the Authenticating
Agent shall authenticate and deliver individual Notes in definitive registered
form in authorized denominations. Upon the exchange of the entire principal
amount of a Global Security for individual Notes, such Global Security shall be
canceled by the Trustee or the Security Registrar. Except as provided in the
preceding paragraph, Notes issued in exchange for a Global Security pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or the Security Registrar. The Trustee or the Security
Registrar shall deliver such Notes to the Persons in whose names such Notes are
so registered.

                                   ARTICLE 4
                                    REMEDIES

          SECTION 4.01. Additional Events of Default. Any Event of Default set
forth in Section 5.01 of the Base Indenture, other than those contained in
clauses (1)-(3) thereof, which shall not apply to the Notes, and any one of the
following events shall constitute an "Event of Default" hereunder and thereunder
whenever used with respect to the Notes in this Indenture (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

          (1) a default by the Company in the payment of the any Principal
Amount at Final Maturity (or, if the Notes have been converted to Cash Pay Notes
following the occurrence of a Tax Event, the Restated Principal Amount),
Redemption Price, Purchase Price or Fundamental Change Purchase Price due with
respect to any Notes when such amount becomes due and payable; or

          (2) failure by the Company to pay "additional amounts" (as defined in
the Registration Rights Agreement) or a default by the Company in the payment of
any contingent interest or of interest which becomes payable after the Notes
have been converted to Cash Pay Notes following the occurrence of a Tax Event,
which failure or default, in either case, continues for 30 days.

          (3) The Indenture is hereby amended, with respect to the Notes only,
by replacing the words, "other than the Securities of such series" with the
words "other than the Zero-Coupon Convertible Senior Notes Due 2021 in paragraph
(5) of Section 5.01 and by inserting the phrase "or stayed" after the word
"dismissed" in clause (ii) of paragraph (7) of Section 5.01.

          SECTION 4.02. Acceleration of Maturity; Rescission and Annulment. The
portion of principal amount of the Notes that shall become due and payable
pursuant to any acceleration under Section 5.02 of the Base Indenture is the
Accreted Value plus accrued and unpaid interest (including contingent interest)
through the date of such acceleration. If an Event of Default specified in
Section 5.01(6) or (7) of the Base Indenture occurs and is continuing, the
Accreted Value of all of the Notes plus accrued and unpaid interest (including
contingent interest) to the date of the occurrence of the bankruptcy or
insolvency, shall automatically become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders.

                                   ARTICLE 5
                       DISCHARGE OF SUPPLEMENTAL INDENTURE

          SECTION 5.01. Discharge of Supplemental Indenture. When (1) the
Company shall deliver to the Security Registrar for cancellation all Notes
theretofore authenticated (other than any Notes which have been destroyed, lost
or stolen and in lieu of or in substitution for which other Notes shall have
been authenticated and delivered) and not theretofore canceled, or (2) all the
Notes not theretofore canceled or delivered to the Security Registrar for
cancellation shall have become due and payable on the Purchase Date, Fundamental
Change Purchase Date, Final Maturity Date or Redemption Date, as applicable, and
the Company shall deposit with the Trustee cash or shares of Common Stock, as
applicable, sufficient to pay all amounts owing in respect of all Notes (other
than any Notes which shall have been mutilated, destroyed, lost or stolen and in
lieu of or in substitution for which other Notes shall have been authenticated
and delivered) not theretofore canceled or delivered to the Security Registrar
for cancellation, including the Accreted Value and interest (including
contingent interest, if any) accrued and unpaid to such Final Maturity Date,
Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case
may be, and if in either case the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then the Indenture with respect to
the Notes shall cease to be of further effect (except as to (i) remaining rights
of registration of transfer, substitution and exchange and conversion of Notes;
(ii) rights hereunder of Holders to receive payments of the amounts then due,
including interest (including contingent interest, if any) with respect to the
Notes and the other rights, duties and obligations of Holders, as beneficiaries
hereof with respect to the amounts, if any, so deposited with the Trustee; and
(iii) the rights, obligations and immunities of the Trustee, Authenticating
Agent, Paying Agent, Conversion Agent, Security Registrar and Bid Agent
hereunder and under the Indenture with respect to the Notes), and the Trustee,
on demand of the Company accompanied by an Officers' Certificate (provided, that
at the Company's option, the matters to be addressed in such Officers'
Certificate may be divided among two such certificates) and an opinion of
Counsel as required by Section 5.03 and at the cost and expense of the Company,
shall execute proper instruments acknowledging satisfaction of and discharging
the Indenture with respect to the Notes; the Company, however, hereby agrees to
reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent,
Security Registrar and Bid Agent for any costs or expenses thereafter reasonably
and properly incurred by the Trustee and to compensate the Trustee,
Authenticating Agent, Paying Agent, Conversion Agent, Security Registrar and Bid
Agent for any services thereafter reasonably and properly rendered by the
Trustee, Authenticating Agent, Paying Agent, Conversion Agent, Security
Registrar and Bid Agent in connection with the Indenture with respect to the
Notes or the Notes. Section 4.01 of the Base Indenture is replaced in its
entirety by this Section 5.01.

          SECTION 5.02. Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money in accordance with Section 4.02 of the Base Indenture
by reason of any order or judgment of any court of governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under the Indenture with respect to the Notes and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
5.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money in accordance with Section 4.02 of the Base Indenture; provided,
however, that if the Company makes any payment of Accreted Value or interest
(including contingent interest), if any, of any Notes following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

          SECTION 5.03. Officers' Certificate; Opinion of Counsel. Upon any
application or demand by the Company to the Trustee to take any action under
Section 5.01, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in the Indenture
relating to the proposed action have been complied with, and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

          Each certificate or Opinion of Counsel provided for in this
Supplemental Indenture and delivered to the Trustee with respect to compliance
with a condition or covenant pursuant to the previous paragraph shall include:
(1) a statement that the Person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statement or opinion contained in
such certificate or opinion is based; (3) a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been complied with.

                                   ARTICLE 6.
                          MODIFICATIONS AND AMENDMENTS

          SECTION 6.01. Waiver. The Holders of a majority in Principal Amount at
Final Maturity of the outstanding Notes may waive any past default under the
Indenture or the Notes, except (1) a default by the Company in the payment of
the any Principal Amount at Final Maturity (or, if the Notes have been converted
to Cash Pay Notes following the occurrence of a Tax Event, the Restated
Principal Amount), Redemption Price, Purchase Price or Fundamental Change
Purchase Price due with respect to any Notes when such amount becomes due and
payable; (2) failure by the Company to pay "additional amounts" (as defined in
the Registration Rights Agreement) or a default by the Company in the payment of
any contingent interest or of interest which becomes payable after the Notes
have been converted to Cash Pay Notes following the occurrence of a Tax Event,
which failure or default, in either case, continues for 30 days; (3) a Default
with respect to any provision of the Indenture that cannot be amended without
the consent of the Holder of each affected Note or (4) a Default which
constitutes a failure to convert any Notes in accordance with their terms and
the terms of this Indenture.

          SECTION 6.02. Amendments. Supplemental indentures modifying the
Indenture and the terms of the Notes may be entered into as set forth in Article
Nine of the Base Indenture (except that the reference in Section 9.02 of the
Base Indenture to Section 10.11 of the Base Indenture shall not apply to the
Notes), provided that the Company and the Trustee may not, without the consent
of each holder of Notes affected thereby, modify or amend the Indenture or the
Notes to:

          (1) extend the stated maturity, reduce the Principal Amount at Final
Maturity, Restated Principal Amount, Issue Price, Purchase Price, Fundamental
Change Purchase Price or Redemption Price of any Notes;

          (2) make any change that adversely affects the right to convert any
Notes;

          (3) except as otherwise provided in this Indenture, make any change in
the manner or rate of accrual in connection with Original Issue Discount, make
any change in the manner of calculation of, or that adversely affects the right
to receive, contingent interest, reduce the rate of interest referred to in
paragraph 1 of the Notes, reduce the rate of interest referred to in Section
2.09 of this Supplemental Indenture, or extend the time for payment of
contingent interest or interest, if any, on any Notes;

          (4) reduce the amount of principal payable upon acceleration of
maturity;

          (5) make any Notes payable in money or securities other than stated in
the Notes; or

          (6) impair the right to institute suit for the enforcement of any
payment with respect to, or conversion of, the Notes.

                                   ARTICLE 7
                                     RANKING

          SECTION 7.01. Senior in Right of Payment. The Notes shall be direct
senior obligations of the Company and shall rank senior in right of payment to
all existing and future indebtedness that is, by its terms, expressly
subordinated in right of payment to the Notes and pari passu in right of payment
with all other unsecured senior indebtedness of the Company.

                                   ARTICLE 8.
                                  MISCELLANEOUS

          SECTION 8.01. Integral Part. This Supplemental Indenture constitutes
an integral part of the Base Indenture with respect to the Notes only.

          SECTION 8.02. Adoption, Ratification and Confirmation. The Base
Indenture, as supplemented and amended by this Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed, and this Supplemental Indenture
shall be deemed part of the Base Indenture in the manner and to the extent
herein and therein provided. The provisions of this Supplemental Indenture
shall, subject to the terms hereof, supersede the provisions of the Base
Indenture to the extent the Base Indenture is inconsistent herewith.

          SECTION 8.03. Counterparts. This Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.

          SECTION 8.04. Governing Law. THE INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE CONFLICTS OF LAW RULES OF SAID STATE.

          SECTION 8.05.Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of the Indenture
limits, qualifies or conflicts with a provision required under the terms of the
Trust Indenture Act of 1939, as amended, such Trust Indenture Act provision
shall control.

          SECTION 8.06.Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

          SECTION 8.07. Severability of Provisions. In case any provision in the
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

          SECTION 8.08. Successors and Assigns. All covenants and agreements in
the Indenture by the parties hereto shall bind their respective successors and
assigns and inure to the benefit of their respective successors and assigns,
whether so expressed or not.

          SECTION 8.09. Benefit of Indenture. Nothing in the Indenture, express
or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent, and their successors hereunder, and the
Holders of the Notes, any benefit or any legal or equitable right, remedy or
claim under the Indenture.

          SECTION 8.10. Acceptance by Trustee. The Trustee accepts the
amendments to the Base Indenture effected by this Supplemental Indenture and
agrees to execute the trusts created by the Base Indenture as hereby amended,
but only upon the terms and conditions set forth in this Supplemental Indenture
and the Base Indenture. Without limiting the generality of the foregoing, the
Trustee assumes no responsibility for the correctness of the recitals contained
herein, which shall be taken as the statements of the Company and except as
provided in the Indenture the Trustee shall not be responsible or accountable in
any way whatsoever for or with respect to the validity or execution or
sufficiency of this Supplemental Indenture and the Trustee makes no
representation with respect thereto.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                  THE INTERPUBLIC GROUP OF COMPANIES, INC.


                                  By   /s/ Sean F. Orr
                                       ---------------------------------

                                  Name:   Sean Orr
                                  Title:  Executive Vice President and Chief
                                          Financial Officer


[SEAL]

Attest:


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




                                                 THE BANK OF NEW YORK
                                                       as Trustee

                                                  By:    /s/ Kisha Holder
                                                       -----------------------
                                                  Name: Kisha A. Holder
                                                  Title: Assistant Treasurer


<PAGE>


                                                                       EXHIBIT A


                        [FORM OF FACE OF GLOBAL SECURITY]

THE ISSUE DATE OF THIS SECURITY IS DECEMBER 14, 2001. THE ORIGINAL ISSUE
DISCOUNT FOR PURPOSES OTHER THAN UNITED STATES FEDERAL INCOME TAX PURPOSES (THE
DIFFERENCE BETWEEN THE ISSUE PRICE AND THE PRINCIPAL AMOUNT AT FINAL MATURITY OF
THE NOTE) IN THE PERIOD DURING WHICH THE NOTE REMAINS OUTSTANDING, SHALL ACCRUE
AT 1.00% PER ANNUM, ON A SEMIANNUAL BOND EQUIVALENT BASIS USING A 360-DAY YEAR
COMPOSED OF TWELVE 30-DAY MONTHS, COMMENCING ON THE ISSUE DATE OF THIS NOTE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES
REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THIS
SECURITY IS A CONTINGENT PAYMENT DEBT INSTRUMENT AND WILL ACCRUE ORIGINAL ISSUE
DISCOUNT AT THE ISSUER'S "COMPARABLE YIELD" FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES. PURSUANT TO SECTION 2.10 OF THE SUPPLEMENTAL INDENTURE, THE COMPANY
AGREES, AND BY ACCEPTANCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE SECURITY,
EACH BENEFICIAL HOLDER OF THE SECURITIES WILL BE DEEMED TO HAVE AGREED, FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES, (i) TO TREAT THE SECURITIES AS
INDEBTEDNESS THAT IS SUBJECT TO SECTION 1.1275-4 OF THE UNITED STATES TREASURY
REGULATIONS (THE "CONTINGENT DEBT REGULATIONS"), AND, FOR PURPOSES OF THE
CONTINGENT DEBT REGULATIONS, TO TREAT THE FAIR MARKET VALUE OF COMMON STOCK
RECEIVED BY A BENEFICIAL HOLDER UPON ANY CONVERSION OF THE NOTES AS A CONTINGENT
PAYMENT AND (ii) TO BE BOUND BY THE COMPANY'S DETERMINATION OF THE "COMPARABLE
YIELD" AND "PROJECTED PAYMENT SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT
DEBT REGULATIONS, WITH RESPECT TO THE NOTES. THE COMPANY'S DETERMINATION OF THE
"COMPARABLE YIELD" IS 7.45% PER ANNUM, COMPOUNDED SEMIANNUALLY. THE PROJECTED
PAYMENT SCHEDULE, DETERMINED BY THE COMPANY, IS ATTACHED TO THE SUPPLEMENTAL
INDENTURE AS EXHIBIT D. YOU MAY OBTAIN THE AMOUNT OF ORIGINAL ISSUE DISCOUNT,
ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE
FOR THE SECURITY BY TELEPHONING THE INTERPUBLIC GROUP OF COMPANIES, INC.'S
INVESTOR RELATIONS DEPARTMENT AT (212) 399-8000 OR SUBMITTING A WRITTEN REQUEST
FOR SUCH INFORMATION TO: THE INTERPUBLIC GROUP OF COMPANIES, INC., 1271 AVENUE
OF THE AMERICAS, NEW YORK, NEW YORK 10020, ATTN: SUSAN V. WATSON.


<PAGE>


                    THE INTERPUBLIC GROUP OF COMPANIES, INC.

                  ZERO-COUPON CONVERTIBLE SENIOR NOTES DUE 2021

No. __________                               Original Issue Discount: $180.86
Issue Date:                                  (for each $1,000 Principal Amount
Issue Price: $819.14                         at Final Maturity)
(for each $1,000 Principal
Amount at Final Maturity)
                                             CUSIP: 460690AP5


          The Interpublic Group of Companies, Inc., a Delaware corporation (the
"Company"), promises to pay to __________ or registered assigns, on December 14,
2021 the Principal Amount of __________ Dollars ($__________).

          This Note shall not bear periodic interest except as specified on the
other side of this instrument. Original Issue Discount shall accrue as specified
on the other side of this Note. This Note is convertible as specified on the
other side of this Note.

          Additional provisions of this Note are set forth on the other side of
this Note.


<PAGE>


          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                    THE INTERPUBLIC GROUP OF COMPANIES, INC.


                                    By:
                                         ---------------------------------------
                                         Title:



                                    Attest:

                                    By:
                                         ---------------------------------------
                                         Title:


[SEAL]

Dated:         , 2001

TRUSTEE'S CERTIFICATE OF
   AUTHENTICATION

This is one of the Notes
described in the within-mentioned
Indenture and Supplemental
Indenture.

THE BANK OF NEW YORK, as Trustee

By:
     ------------------------------------------------
                  Authorized Signatory


<PAGE>


                    [FORM OF REVERSE SIDE OF GLOBAL SECURITY]

                    THE INTERPUBLIC GROUP OF COMPANIES, INC.

                  ZERO-COUPON CONVERTIBLE SENIOR NOTES DUE 2021

1.       INTEREST

         This Note shall not bear periodic interest, except as specified in this
paragraph and in paragraphs 5 and 11 hereof. If the Principal hereof or any
portion of such Principal is not paid when due (whether upon acceleration, upon
the date set for payment of the Redemption Price pursuant to paragraph 6 hereof,
upon the date set for payment of a Purchase Price or Fundamental Change Purchase
Price pursuant to paragraph 7 hereof or upon the Final Maturity of this Note) or
if interest (including contingent interest, if any) due hereon or any portion of
such interest is not paid when due in accordance with paragraph 5 or 11 hereof,
then in each such case the overdue amount shall bear interest at the rate of
1.00% per annum, compounded semiannually (to the extent that the payment of such
interest shall be legally enforceable), which interest shall accrue from the
date such overdue amount was due to the date payment of such amount, including
interest thereon, has been made or duly provided for. All such interest shall be
payable on demand. The accrual of such interest on overdue amounts shall be in
lieu of, and not in addition to, the continued accrual of Original Issue
Discount.

         The Original Issue Discount (the difference between the Issue Price and
the Principal Amount at Final Maturity of the Note) in the period during which a
Note remains outstanding, shall accrue at 1.00% per annum, on a semiannual bond
equivalent basis using a 360-day year composed of twelve 30-day months,
commencing on the Issue Date of this Note.

2.       METHOD OF PAYMENT

         Subject to the terms and conditions of the Indenture, the Company shall
make payments in respect of the Notes to the Persons who are registered Holders
of Notes at the close of business on the Business Day preceding the Redemption
Date or Final Maturity, as the case may be, or at the close of business on a
Purchase Date or Fundamental Change Purchase Date, as the case may be. Holders
must surrender Notes to a Paying Agent to collect such payments in respect of
the Notes. The Company shall pay cash amounts in money of the United States that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.

3.       PAYING AGENT, CONVERSION AGENT, BID AGENT AND SECURITY REGISTRAR

         Initially, The Bank of New York, a national banking association (the
"Trustee"), shall act as Paying Agent, Conversion Agent, Bid Agent and Security
Registrar. The Company may appoint and change any Paying Agent, Conversion
Agent, Bid Agent, Security Registrar or co-registrar without notice, other than
notice to the Trustee except that the Company will maintain at least one Paying
Agent in the State of New York, City of New York, Borough of Manhattan, which
shall initially be an office or agency of the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent, Security Registrar or co-registrar.

4.       INDENTURE

         The Company issued the Notes under a Senior Debt Indenture, dated as of
October 20, 2000 (the "Base Indenture"), as supplemented by the Second
Supplemental Indenture thereto, dated as of December 14, 2001 (the "Supplemental
Indenture" and, together with the Base Indenture, the "Indenture"), between the
Company and the Trustee. Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. Reference is hereby made to
the Indenture for a statement of the respective rights thereunder of the
Company, the Trustee and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. The terms, conditions and
provisions of the Notes are those stated in the Indenture, those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended, and
those set forth in the Notes.

         The Notes are general unsecured obligations of the Company limited to
$610,400,000 aggregate Principal Amount at Final Maturity (subject to increase
without any further action by up to $91,560,000 if, and to the extent, the
overallotment option granted under the Purchase Agreement between the Company
and the initial purchasers of the Notes as set forth therein, dated December 10,
2001, is exercised).

5.       CONTINGENT INTEREST

         Subject to the accrual and record date provisions specified in this
paragraph 5, the Company shall pay contingent interest to the Holders during any
six-month period (a "Contingent Interest Period") from December 14 to June 13
and from June 14 to December 13, commencing with the six-month period beginning
December 14, 2006, if the average Note Price for the Five-Day Period with
respect to such Contingent Interest Period equals 120% or more of the Accreted
Value thereof on the trading day immediately preceding the first day of the
relevant Contingent Interest Period.

         The amount of contingent interest payable per $1,000 Principal Amount
at Final Maturity hereof in respect of any Contingent Interest Period shall
equal the greater of (x) Cash Dividends paid by the Company per share of Common
Stock during that Contingent Interest Period multiplied by the number of shares
of Common Stock into which $1,000 Principal Amount at Final Maturity hereof is
convertible pursuant to paragraph 10 hereof as of the accrual date for such
contingent interest or (y) .125% of the average Note Price for the Five-Day
Period with respect to such Contingent Interest Period.

         Contingent interest, if any, will accrue and be payable to Holders as
of the record date for the related Cash Dividend or, if no Cash Dividend is paid
by the Company during any quarter within a Contingent Interest Period, to
Holders as of the 15th day preceding the last day of the relevant Contingent
Interest Period (each, a "Contingent Interest Record Date"). Such payments shall
be paid on the payment date of the related Cash Dividend or, if no Cash Dividend
is paid by the Company during any quarter within a Contingent Interest Period,
on the last day of the relevant Contingent Interest Period.

         Pursuant to the foregoing provisions, in any Contingent Interest Period
in which contingent interest is payable, the Company shall: (a) upon the first
payment date for a Cash Dividend falling within such Contingent Interest Period
pay the Cash Dividend paid by the Company per share of Common Stock upon such
date multiplied by the number of shares of Common Stock into which $1,000
original Principal Amount at Final Maturity thereof is convertible pursuant to
paragraph 10 hereof as of such date; (b) upon any subsequent payment date for a
Cash Dividend falling within such Contingent Interest Period, or if no other
subsequent payment date for a Cash Dividend falls within such Contingent
Interest Period, on the last day of such period, pay the greater of (x) the
subsequent Cash Dividend paid by the Company per share of Common Stock upon such
date multiplied by the number of shares of Common Stock into which $1,000
original Principal Amount at Final Maturity thereof is convertible pursuant to
paragraph 10 hereof as of such date or (y) .125% of the average Note Price for
the Five-Day Period with respect to such Contingent Interest Period minus the
amounts previously paid in respect of such Notes pursuant to clause (a) during
such Contingent Interest Period and (c) if no payment date for a Cash Dividend
falls within such Contingent Interest Period, on the last date of such period,
pay .125% of the average Note Price for the Five-Day Period with respect to such
Contingent Interest Period (each payment date described in clause (a), (b) or
(c) an "Interest Payment Date" with respect to contingent interest).

         Original Issue Discount will continue to accrue at 1.00% per annum
whether or not contingent interest is paid.

         "Five-Day Period" means, with respect to any Contingent Interest
Period, the five trading days ending on the second trading day immediately
preceding the first day of such Contingent Interest Period; provided, however,
if the Company shall have declared a Cash Dividend on its Common Stock that is
payable during such Contingent Interest Period but for which the record date for
determining stockholders entitled thereto precedes the first day of such
Contingent Interest Period, then "Five-Day Period" means, with respect to such
Contingent Interest Period, the five trading days ending on the second trading
day immediately preceding such record date.

         "Cash Dividends" means all cash dividends on the Company's Common Stock
(whether regular, periodic, extraordinary, special, nonrecurring or otherwise)
as declared by the Company's Board of Directors.

         "Note Price" means, as of any date of determination, the average of the
secondary market bid quotations per $1,000 original Principal Amount at Final
Maturity obtained by the Bid Agent for $10,000,000 original Principal Amount at
Final Maturity of Notes at approximately 4:00 p.m. (New York City time) on such
determination date from three recognized securities dealers in The City of New
York (none of which shall be an Affiliate of the Company) selected by the
Company; provided, however, if (a) at least three such bids are not obtained by
the Bid Agent or (b) in the Company's reasonable judgment, the bid quotations
are not indicative of the secondary market value of the Notes as of such
determination date, then the Note Price for such determination date shall equal
(i) the Conversion Rate in effect as of such determination date multiplied by
(ii) the average Sale Price for the five trading days ending on such
determination date, appropriately adjusted to take into account the occurrence,
during the period commencing on the first of such trading days during such five
trading day period and ending on such determination date, of any event described
in Section 2.07(1), 2.07(2) or 2.07(3) (subject to the conditions set forth in
Sections 2.08(1) and 2.08(2)) of the Supplemental Indenture.

         Upon determination that Holders will be entitled to receive contingent
interest which may become payable during a Contingent Interest Period, on or
prior to the first day of such Contingent Interest Period, the Company shall
issue a press release and publish such information on its web site at
www.interpublic.com or such other media as the Company shall determine.

6.       REDEMPTION AT THE OPTION OF THE COMPANY

         No sinking fund is provided for the Notes. The Notes are redeemable in
whole, or from time to time in part, at any time at the option of the Company at
the Redemption Prices set forth below, provided that the Notes are not
redeemable prior to December 14, 2006.


<PAGE>


         The table below shows Redemption Prices of a Note per $1,000 Principal
Amount at Final Maturity on the dates shown below and at Final Maturity, which
prices reflect accrued Original Issue Discount calculated to each such date. The
Redemption Price of a Note redeemed between such dates shall include an
additional amount reflecting the additional Original Issue Discount accrued
since the next preceding date in the table to but excluding the actual
Redemption Date.

Redemption Date    Issue Price(1)     Accrued OID       Redemption
                                       at 1.00%(2)      Price (1+2)
---------------    --------------   ---------------   ----------------
December 14, 2006     $819.14          $41.89             $861.03
December 14, 2007     $819.14          $50.52             $869.66
December 14, 2008     $819.14          $59.24             $878.38
December 14, 2009     $819.14          $68.05             $887.19
December 14, 2010     $819.14          $76.94             $896.08
December 14, 2011     $819.14          $85.92             $905.06
December 14, 2012     $819.14          $95.00             $914.14
December 14, 2013     $819.14          $104.16            $923.30
December 14, 2014     $819.14          $113.42            $932.56
December 14, 2015     $819.14          $122.77            $941.91
December 14, 2016     $819.14          $132.21            $951.35
December 14, 2017     $819.14          $141.75            $960.89
December 14, 2018     $819.14          $151.38            $970.52
December 14, 2019     $819.14          $161.11            $980.25
December 14, 2020     $819.14          $170.94            $990.08
December 14, 2021     $819.14          $180.86           $1,000.00

         If this Note has been converted to a Cash Pay Note following the
occurrence of a Tax Event, the Redemption Price will be equal to the Restated
Principal Amount plus accrued and unpaid interest from the date of such
conversion to the Redemption Date; but in no event will this Note be redeemable
before December 14, 2006.

         With respect to all Notes or portions thereof to be redeemed as of a
Redemption Date, the Holders of such Notes (or portions thereof) shall be
entitled, without duplication, to receive accrued and unpaid contingent
interest, if any, with respect thereto, which contingent interest shall be paid
in cash on the Redemption Date.

7.       PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER; PURCHASE AT THE
         OPTION OF THE HOLDER UPON A FUNDAMENTAL CHANGE

         (a) Subject to the terms and conditions of the Indenture, a Holder of
Notes shall have the option to require the Company to purchase the Notes held by
such Holder on the following Purchase Dates and at the following Purchase Prices
per $1,000 Principal Amount at Final Maturity, upon delivery of a Purchase
Notice containing the information set forth in the Indenture, from the opening
of business on the date that is 30 Business Days prior to such Purchase Date
until the close of business on such Purchase Date and upon delivery of the Notes
to the Paying Agent by the Holder as set forth in the Indenture. The Company
will pay the Purchase Price in cash for any Notes to be purchased as of the
Purchase Date occurring on December 14, 2003. With respect to any Purchase Date
occurring on or after December 14, 2004, the Purchase Price may be paid, at the
option of the Company, in cash or by the issuance and delivery of shares of
Common Stock of the Company, or in any combination thereof as set forth in the
Indenture.

Purchase Date                                       Purchase Price*
-------------                                       ---------------
December 14, 2003                                     $835.64
December 14, 2004                                     $844.02
December 14, 2005                                     $852.48
December 14, 2006                                     $861.03
December 14, 2011                                     $905.06
December 14, 2016                                     $951.35

* In each case, plus accrued and unpaid interest, if any.

Notes in denominations larger than $1,000 of Principal Amount at Final Maturity
may be purchased in part, but only in integral multiples of $1, 000 of Principal
Amount at Final Maturity.

         (b) If prior to a Purchase Date this Note has been converted to a Cash
Pay Note following the occurrence of a Tax Event, the Purchase Price will be
equal to the Restated Principal Amount plus accrued and unpaid interest from the
date of conversion to the Purchase Date.

         (c) If a Fundamental Change shall occur at any time prior to December
14, 2006, each Holder of Notes shall have the right, at such Holder's option and
subject to the terms and conditions of the Indenture, to require the Company to
purchase such Holder's Notes on the day that is 35 Business Days after the date
of the Fundamental Change (subject to extension to comply with applicable law)
for a Fundamental Change Purchase Price equal to the Accreted Value on the
Fundamental Change Purchase Date plus accrued and unpaid interest, including
contingent interest, which Fundamental Change Purchase Price shall be paid at
the option of the Company in cash or by the issuance and delivery of shares of
Common Stock of the Company. Notes in denominations larger than $1,000 of
Principal Amount at Final Maturity may be redeemed in part in connection with a
Fundamental Change, but only in integral multiples of $1,000 of Principal Amount
at Final Maturity.

         (d) Without duplication, as part of the Purchase Price or Fundamental
Change Purchase Price, as the case may be, payable with respect to all Notes or
portions thereof to be purchased as of the Purchase Date or the Fundamental
Change Purchase Date, as the case may be, the Holders of such Notes (or portions
thereof) shall be entitled to receive accrued and unpaid contingent interest, if
any, with respect thereto, which contingent interest shall be paid promptly
following the later of the Purchase Date or the Fundamental Change Purchase
Date, as the case may be, and the time of delivery of such Notes to the Paying
Agent pursuant to the Indenture.

         (e) Holders have the right to withdraw any Purchase Notice or
Fundamental Change Purchase Notice, as the case may be, by delivery to the
Paying Agent of a written notice of withdrawal in accordance with the provisions
of the Indenture.

         (f) If cash (and/or Common Stock if permitted under the Indenture)
sufficient to pay a Fundamental Change Purchase Price or Purchase Price, as the
case may be, of all Notes or portions thereof to be purchased as of the Purchase
Date or the Fundamental Change Purchase Date, as the case may be, is deposited
with the Paying Agent on the Business Day following the Purchase Date or the
Fundamental Change Purchase Date, as the case may be, Original Issue Discount
and interest (including contingent interest), if any, ceases to accrue on such
Notes (or portions thereof) on and after such date, and the Holder thereof shall
have no other rights as such (other than the right to receive the Purchase Price
or Fundamental Change Purchase Price, as the case may be, and accrued and unpaid
contingent interest, if any, upon surrender or such Note).

8.       NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY

         Notice of redemption at the option of the Company shall be mailed at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Notes to be redeemed at the Holder's registered address. If money
sufficient to pay the Redemption Price of all Notes (or portions thereof) to be
redeemed on the Redemption Date is deposited with the Paying Agent prior to or
on the Redemption Date, on and after such date Original Issue Discount and
interest (including contingent interest), if any, shall cease to accrue on such
Notes or portions thereof. Notes in denominations larger than $1,000 original
Principal Amount at Final Maturity may be redeemed in part but only in integral
multiples of $1,000 original Principal Amount at Final Maturity.

9.       RANKING

         The Notes shall be direct senior obligations of the Company and shall
rank senior in right of payment to all existing and future indebtedness that is,
by its terms, expressly subordinated in right of payment to the Notes and pari
passu in right of payment with all other unsecured senior indebtedness of the
Company. The Notes are not guaranteed.

10.      CONVERSION

         Subject to the procedures set forth in the Indenture, a Holder of Notes
may convert Notes for Common Stock of the Company at any time on or before the
close of business on December 14, 2021 if at least one of the following
conditions is satisfied on the Conversion Date:

         (a) the average of the Sale Prices for the Common Stock for the 20
Trading Days immediately prior to the Conversion Date equals or exceeds the
applicable Specified Percentage of the Accreted Value on the Conversion Date,
divided by the Conversion Rate;

         (b) the credit ratings assigned to the Notes by any two of Moody's
Investors Service, Inc., Standard & Poor's Ratings
Services or Fitch IBCA Duff & Phelps are Ba1, BB+ and BB+, respectively,
or lower;

         (c) the Notes no longer are assigned credit ratings by any two of
Moody's Investors Services, Inc., Standard & Poor's Ratings Services or Fitch
IBCA Duff & Phelps;

         (d) the Notes have been called for redemption by the Company, at any
time prior to the close of business on the Business Day prior to the Redemption
Date;

         (e) the Company becomes a party to a consolidation, merger or binding
share exchange pursuant to which the Common Stock would be converted into cash
or property (other than securities), in which case a Holder may surrender Notes
for conversion at any time from and after the date which is 15 days prior to the
anticipated effective date for the transaction until 15 days after the actual
effective date of such transaction; or

         (f) the Company elects to (i) distribute to all Holders of Common Stock
assets, debt, securities or rights to purchase securities of the Company, which
distribution has a per share value as determined by the Company's Board of
Directors exceeding 15% of the Sale Price of the Common Stock on the day
preceding the declaration date for such distribution or (ii) distribute to all
Holders of Common Stock rights entitling them to purchase, for a period expiring
within 60 days after the date of such distribution, Common Stock at less than
the Sale Price at the time of such distribution. In the case of the foregoing
clauses (i) and (ii), the Company must notify the Holders of Notes at least 20
days prior to the ex-dividend date for such distribution. Once the Company has
given such notice, Holders may surrender their Notes for conversion at any time
thereafter until the earlier of the close of business on the Business Day prior
to the ex-dividend date or the Company's announcement that such distribution
will not take place.

         Notes in respect of which a Holder has delivered a notice of exercise
of the option to require the Company to purchase such Notes or to purchase such
Notes in the event of a Fundamental Change may be converted only if the notice
of exercise is withdrawn in accordance with the terms of the Indenture.

         The initial Conversion Rate is 22.8147 shares of Common Stock per
$1,000 original Principal Amount at Final Maturity, subject to adjustment in
certain events described in the Indenture. The Company shall deliver cash or a
check in lieu of any fractional share of Common Stock.

         In the event the Company exercises its option pursuant to Section 2.09
of the Indenture to have interest in lieu of Original Issue Discount accrue on
the Notes following a Tax Event, the Holder will be entitled on conversion to
receive the same number of shares of Common Stock or other property that such
Holder would have received if the Company had not exercised such option. If the
Company exercises such option or is required to pay contingent interest, Notes
surrendered for conversion during the period from the close of business on any
Regular Record Date or Contingent Interest Record Date, as the case may be, next
preceding any Interest Payment Date to the opening of business of such Interest
Payment Date (to be redeemed on a date within this period or on such Interest
Payment Date) must be accompanied by payment of an amount equal to the
contingent interest or interest thereon that the registered Holder is to
receive. Except where Notes surrendered for conversion must be accompanied by
payment as described above, no contingent interest or interest on converted
Notes will be payable by the Company on any Interest Payment Date subsequent to
the date of conversion.

         To convert this Notes a Holder must (1) complete and manually sign the
conversion notice on the back of this Notes (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Conversion Agent at the
office maintained by the Conversion Agent for such purpose, (2) surrender this
Notes to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee and
(4) pay any transfer or similar tax, if required.

         A Holder may convert a portion of this Notes only if the original
Principal Amount at Final Maturity of such portion is $1,000 or a multiple of
$1,000. No payment or adjustment shall be made for dividends on the Common Stock
except as provided in the Indenture. On conversion of this Notes, that portion
of accrued Original Issue Discount (or, interest, if the Company has exercised
its option provided for in paragraph 11 hereof) attributable to the period from
the Issue Date (or, if the Company has exercised the option referred to in
paragraph 11 hereof, the later of (x) the date of such exercise and (y) the date
on which interest was last paid) to the Conversion Date and (except as provided
below) accrued contingent interest with respect to the converted portion of this
Notes shall not be canceled, extinguished or forfeited, but rather shall be
deemed to be paid in full to the Holder thereof through the delivery of the
Common Stock (together with any cash payment in lieu of fractional shares) in
exchange for the portion of this Notes being converted pursuant to the terms
hereof; and the fair market value of such shares of Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for Original Issue Discount (or
interest, if the Company has exercised its option provided for in paragraph 11
hereof) accrued through the Conversion Date and accrued contingent interest, and
the balance, if any, of such fair market value of such Common Stock (and any
such cash payment) shall be treated as issued in exchange for the Issue Price of
the Security being converted pursuant to the provisions hereof.

11.      TAX EVENT

         (a) From and after the Tax Event Date, at the option of the Company,
cash interest in lieu of future Original Issue Discount shall accrue after the
Option Exercise Date at the rate of 1.00% per annum on the Restated Principal
Amount which shall be equal to the Accreted Value on the Option Exercise Date
and shall be payable in Cash semiannually on each Interest Payment Date to
holders of record at the close of business on the Regular Record Date
immediately preceding such Interest Payment Date. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months and will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from the Option Exercise Date. Within 30 days of the occurrence of a
Tax Event, the Company shall deliver a written notice of such Tax Event by
facsimile and first-class mail to the Trustee and within 15 days of their
exercise of such option the Company shall deliver a written notice of the Option
Exercise Date by facsimile and first-class mail to the Trustee and by first
class mail to the Holders of the Notes. From and after the Option Exercise Date,
the Company shall be obligated to pay at Final Maturity or upon a Redemption
Date, Purchase Date or Fundamental Change Purchase Date the Restated Principal
Amount thereof plus accrued and unpaid interest (including contingent interest).

         (b) Interest on any Note that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the person in
whose name that Note is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose. Each installment of interest on any Note shall be paid in
same-day funds by transfer to an account maintained by the payee located inside
the United States.

12.      DEFAULTED INTEREST

         Except as otherwise specified with respect to the Notes, any Defaulted
Interest on any Note shall forthwith cease to be payable to the registered
Holder thereof on the relevant Regular Record Date or accrual date, as the case
may be, by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company as provided for in Section 2.11(3)(b) of the Supplemental
Indenture.

13.      DENOMINATIONS; TRANSFER; EXCHANGE

         The Notes are in registered form, without coupons, in denominations of
$1,000 of Principal Amount at Final Maturity and multiplies of $1,000. A Holder
may transfer or convert Notes in accordance with the Indenture. The Security
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Security Registrar need not transfer or
exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or any Notes in
respect of which a Purchase Notice or Fundamental Change Purchase Notice has
been given and not withdrawn (except, in the case of a Note to be purchased in
part, the portion of the Note not to be purchased) or any Notes for a period of
15 days before any selection of Notes to be redeemed.

14.      PERSONS DEEMED OWNERS

         The registered Holder of this Note may be treated as the owner of this
Note for all purposes.

15.      UNCLAIMED MONEY OR PROPERTY

         The Trustee and the Paying Agent shall return to the Company upon
written request any money or property held by them for the payment of any amount
with respect to the Notes that remains unclaimed for two years, provided,
however, that the Trustee or such Paying Agent, before being required to make
any such return, shall at the expense of the Company cause to be published once
in a newspaper of general circulation in The City of New York or mail to each
such Holder notice that such money or property remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication or mailing, any unclaimed money or property then remaining
shall be returned to the Company. After return to the Company, Holders entitled
to the money or property must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another Person.

16.      AMENDMENT; WAIVER

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in aggregate Principal Amount at Final Maturity of the Notes
at the time outstanding and (ii) certain defaults or noncompliance with certain
provisions may be waived with the written consent of the Holders of a majority
in aggregate Principal Amount at Final Maturity of the Notes at the time
outstanding. The Indenture or the Notes may be amended without the consent of
any Holders under circumstances set forth in Section 9.01 of the Base Indenture.

17.      DEFAULTS AND REMEDIES

         If an Event of Default occurs and is continuing, the Trustee, or the
Holders of at least 25% in aggregate Principal Amount at Final Maturity of the
Notes at the time outstanding, may declare the Accreted Value and any accrued
and unpaid interest, of all the Notes to be due and payable immediately. Certain
events of bankruptcy or insolvency are Events of Default which shall result in
the Notes being declared due and payable immediately upon the occurrence of such
Events of Default.

         Events of Default in respect of the Notes are set forth in Section 4.01
of the Supplemental Indenture and Section 5.01 of the Base Indenture. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture.
The Trustee may refuse to enforce the Indenture or the Notes unless it receives
reasonable indemnity or security. Subject to certain limitations, conditions and
exceptions, Holders of a majority in aggregate Principal Amount at Final
Maturity of the Notes at the time outstanding may direct the Trustee in its
exercise of any trust or power, including the annulment of a declaration of
acceleration. The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of amounts specified in clause (i) above)
if it determines that withholding notice is in their interests.

18.      CONSOLIDATION, MERGER, AND SALE OF ASSETS

         In the event of a consolidation, merger, or sale of assets to convey,
transfer or lease of all or substantially all of Company's property or assets as
described in Section 8.01 of the Base Indenture, the successor corporation to
the Company shall succeed to and be substituted for the Company, and may
exercise the Company's rights and powers under this Indenture, and thereafter,
except in the case of a lease, the Company shall be relieved of all obligations
and convents under the Indenture and the Notes with respect to its obligations
under this Indenture

19.      TRUSTEE AND AGENT DEALINGS WITH THE COMPANY

         The Trustee, Paying Agent, Conversion Agent, Bid Agent and Security
Registrar under the Indenture, each in its individual or any other capacity, may
become the owner or pledgee of Notes and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee, Paying Agent, Conversion Agent, Bid Agent or Security Registrar.

20.      NO RECOURSE AGAINST OTHERS

         A director, officer or employee, as such, of the Company or any
subsidiary of the Company or any stockholder as such, of the Company shall not
have any liability for any obligations of the Company under the Notes or the
Supplemental Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. By accepting a Note, each Holder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

21.      AUTHENTICATION

         This Note shall not be valid until an authorized officer of the Trustee
or Authenticating Agent manually signs the Trustee's Certificate of
Authentication on the other side of this Note.

22.      ABBREVIATIONS

         Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TENANT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

23.      GOVERNING LAW

         The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.


<PAGE>


                            FORM OF CONVERSION NOTICE

To: The Interpublic Group of Companies, Inc.

         The undersigned registered holder of this Note hereby exercises the
option to convert this Note, or portion hereof (which is $1,000 original
Principal Amount at Final Maturity or an integral multiple thereof) designated
below, for shares of Common Stock of The Interpublic Group of Companies, Inc. in
accordance with the terms of the Indenture referred to in this Note, and directs
that the shares, if any, issuable and deliverable upon such conversion, together
with any check for cash deliverable upon such conversion, and any Notes
representing any unconverted principal amount hereof, be issued and delivered to
the registered holder hereof unless a different name has been indicated below.
If shares or any portion of this Note not converted are to be issued in the name
of a Person other than the undersigned, the undersigned shall pay all transfer
taxes payable with respect thereto.

         This notice shall be deemed to be an irrevocable exercise of the option
to convert this Note.

Dated:


                                                    ---------------------------

                                                    ---------------------------
                                                            Signature(s)

                                              Signature(s) must be guaranteed by
                                              a commercial bank or trust company
                                              or a member firm of a major stock
                                              exchange if shares of Common Stock
                                              are to be issued, or Notes to be
                                              delivered, other than to or in the
                                              name of the registered holder.


                                                    ---------------------------
                                                        Signature Guarantee


Fill in for registration of shares
if to be delivered, and Notes
if to be issued other than to and
in the name of registered holder:

-------------------------------               Principal Amount at Final Maturity
(Name)                                        to be purchased (if less
                                              than all):

-------------------------------
(Street Address)                              $__,000

-------------------------------
(City, state and zip code)                    Social Security or Other Taxpayer
                                              Number
Please print name and address


<PAGE>


                   FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE

To:  The Interpublic Group of Companies, Inc.

         The undersigned registered holder of this Note hereby acknowledges
receipt of a notice from The Interpublic Group of Companies, Inc. (the
"Company") as to the occurrence of a Fundamental Change with respect to the
Company and requests and instructs the Company to repurchase this Note, or the
portion hereof (which is $1,000 original Principal Amount at Final Maturity or a
integral multiple thereof) designated below, in accordance with the terms of the
Supplemental Indenture referred to in this Note and directs that the check in
payment for this Note or the portion thereof and any Notes representing any
unrepurchased principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If any portion
of this Note not repurchased is to be issued in the name of a Person other than
the undersigned, the undersigned shall pay all transfer taxes payable with
respect thereto.

Dated:
                                              ----------------------------------
                                                          Signature(s)


                                              Signature(s) must be guaranteed by
                                              a commercial bank or trust company
                                              or a member firm of a major stock
                                              exchange if shares of Common Stock
                                              are to be issued, or Notes to be
                                              delivered, other than to or in the
                                              name of the registered holder.


                                              ----------------------------------
                                                      Signature Guarantee

Fill in for registration of shares if to be delivered, and Notes if to be issued
other than to and in the name of registered holder:

----------------------------------
(Name)

----------------------------------
(Street Address)

----------------------------------
(City, state and zip code)
Please print name and address

                                             Principal Amount at Final Maturity
                                             to be purchased (if less than all):
                                             $__,000

If the Company has elected to pay the Fundamental Change Purchase Price, in
whole or in part, in Common Stock but such portion of the Fundamental Change
Purchase Price shall ultimately be payable in Cash because any of the conditions
to the payment of the Fundamental Change Purchase Price in Common Stock are not
satisfied I elect [check one]:

         __to withdraw such Purchase Notice as to the Notes to which such
         Fundamental Change Purchase Notice relates in the Principal Amount at
         Final Maturity of $_____, 000, with certificate numbers ___, or

         __ to receive Cash in respect of the entire Purchase Price for all
         Notes (or portions thereof) to which such Purchase Notice relates.

                                               Social Security or Other Taxpayer
                                               Number


<PAGE>



                                 ASSIGNMENT FORM

         For value received ____________ hereby sell(s), assign(s) and
transfer(s) unto __________ (Please insert social security or other Taxpayer
Identification Number of assignee) the within Note, and hereby irrevocably
constitutes and appoints __________ attorney to transfer the said Note on the
books of the Company, with full power of substitution in the premises.

Dated:


                                             ---------------------------
                                                     Signature(s)

                                             Signature(s) must be guaranteed
                                             by a commercial bank or trust
                                             company or a member firm of a
                                             major stock exchange if shares of
                                             Common Stock are to be issued,
                                             or Notes to be delivered, other
                                             than to or in the name of the
                                             registered holder.

                                             ---------------------------
                                                  Signature Guarantee

NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.


<PAGE>


                                                                       EXHIBIT B

                     FORM OF RESTRICTED COMMON STOCK LEGEND

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE
SECURITIES ACT) OR (B) IT IS NOT A UNITED STATES PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED
UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY
EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE
SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN UNITED STATES PERSONS
OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE
SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL, PRIOR TO ANY
TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE INDENTURE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "UNITED
STATES PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY,
ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT.

<PAGE>


                                                                       EXHIBIT C

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           OF RESTRICTED COMMON STOCK

    (Transfers pursuant to Section 2.08(11)(b) of the Supplemental Indenture)

[NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]

          Re: The Interpublic Group of Companies, Inc. Zero-Coupon Convertible
          Senior Notes Due 2021 (the "Notes")

         Reference is hereby made to the Senior Debt Indenture, dated as of
October 20, 2000, as supplemented by the Second Supplemental Indenture thereto,
dated as of December 14, 2001, between the Company and the Trustee
(collectively, the "Indenture"). Capitalized terms used but not defined herein
shall have the meanings given them in the Indenture.

         This letter relates to _________ shares of Common Stock represented by
the accompanying certificate(s) that were issued upon conversion of Notes and
which are held in the name of [name of transferor] (the "Transferor") to effect
the transfer of such Common Stock.

         In connection with the transfer of such shares of Common Stock, the
undersigned confirms that such shares of Common Stock are being transferred:

         CHECK ONE BOX BELOW

         (1) [ ] to the Company; or

         (2) [ ] pursuant to and in compliance with Regulation S under the
                 Securities Act of 1933 in off-shore transactions to non-U.S.
                 Persons; or

         (3) [ ] pursuant to an exemption from registration under the Securities
                 Act of 1933 provided by Rule 144 thereunder.

         Unless one of the boxes is checked, the transfer agent will refuse to
register any of the Common Stock evidenced by this certificate in the name of
any person other than the registered holder thereof; provided, however, that if
box (2) or (3) is checked, the transfer agent may require, prior to registering
any such transfer of the Common Stock such certifications and other information,
and if box (3) is checked such legal opinions, as the Company has reasonably
requested in writing, by delivery to the transfer agent of a standing letter of
instruction, to


<PAGE>


confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933.

                                                           [Name of Transferor],


                                                           By
                                                             Name:
                                                             Title:


Dated:


<PAGE>


                                                                       EXHIBIT D

                           PROJECTED PAYMENT SCHEDULE*


         Semi-Annual Period Ending          Projected Payment Per Note
        --------------------------          --------------------------
        June 14, 2007                                   $0
        December 14, 2007                               $0
        June 14, 2008                                   $0
        December 14, 2008                            $4.3348
        June 14, 2009                                $4.3348
        December 14, 2009                            $4.3348
        June 14, 2010                                $4.3348
        December 14, 2010                            $4.3348
        June 14, 2011                                $4.3348
        December 14, 2011                            $4.3348
        June 14, 2012                                $4.3348
        December 14, 2012                            $4.3348
        June 14, 2013                                $4.3348
        December 14, 2013                            $4.3348
        June 14, 2014                                $4.3348
        December 14, 2014                            $4.3348
        June 14, 2015                                $4.3348
        December 14, 2015                            $4.3348
        June 14, 2016                                $4.3348
        December 14, 2016                            $4.3348
        June 14, 2017                                $4.3348
        December 14, 2017                            $4.3348
        June 14, 2018                                $4.3348
        December 14, 2018                            $4.3348
        June 14, 2019                                $4.3348
        December 14, 2019                            $4.3348
        June 14, 2020                                $4.3348
        December 14, 2020                            $4.3348
        June 14, 2021                                $4.3348
        December 14, 2021                          $3,345.3348

*  The comparable yield and the schedule of projected payments are not
determined for any purpose other than for the determination of interest accruals
and adjustment thereof in respect of the Notes for United States federal income
tax purposes. The comparable yield and the schedule of projected payments do not
constitute a projection or representation regarding the future stock price or
the amounts payable on the Notes.