Exhibit 4.2

                                                                  EXECUTION COPY



                    THE INTERPUBLIC GROUP OF COMPANIES, INC.

                     4.50% Convertible Senior Notes Due 2023



                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of March 13, 2003 by and between The Interpublic Group of
Companies, Inc., a Delaware corporation (the "Company"), and Salomon Smith
Barney Inc., J.P. Morgan Securities Inc. and UBS Warburg LLC, as representatives
of the initial purchasers (the "Initial Purchasers"), pursuant to the Purchase
Agreement, dated as of March 10, 2003, between the Company and the Initial
Purchasers (the "Purchase Agreement"). In order to induce the Initial Purchasers
to enter into the Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

     1. Certain Definitions.

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

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

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

          (c) "Affiliate" shall have the meaning specified in Rule 405 under the
     Securities Act and the terms "controlling" and "controlled" shall have
     meanings correlative thereto.

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

          (e) "Applicable Conversion Price" means, as of any date of
     determination, $1,000 divided by the Conversion Rate in effect as of such
     date of determination.

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

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

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

          (i) "Company" has the meaning specified in the first paragraph of this
     Agreement.

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

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

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

          (m) "Effective Period" has the meaning assigned thereto in Section
     2(a).

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

          (o) "Holder" means each holder, from time to time, of Registrable
     Securities (including the Initial Purchasers).

          (p) "Indenture" means the Indenture dated as of October 20, 2000,
     between the Company and The Bank of New York, as Trustee, as amended and
     supplemented by the Third Supplemental Indenture thereto, dated as of March
     13, 2003, pursuant to which the Notes are being issued.

          (q) "Initial Placement" means the initial placement of the Securities
     pursuant to the terms of the Purchase Agreement.

          (r) "Initial Purchasers" has the meaning specified in the first
     paragraph of this Agreement.

          (s) "Losses" has the meaning assigned thereto in Section 6(d).

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

          (u) "Majority Holders" shall mean, on any date, holders of the
     majority of the Shares constituting Registrable Securities; for the
     purposes of this definition, Holders of Notes constituting Registrable
     Securities shall be deemed to be the Holders of the number of Shares into
     which such Notes are or would be convertible as of such date.

          (v) "NASD" shall mean the National Association of Securities Dealers,
     Inc.

          (w) "NASD Rules" shall mean the Conduct Rules and the By-Laws of the
     NASD.

          (x) "Notes" means the 4.50% Convertible Senior Notes Due 2023, to be
     issued under the Indenture and sold by the Company to the Initial
     Purchasers, and securities (other than the Shares) of the Company issued in
     exchange therefor or in lieu thereof pursuant to the Indenture.

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

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

          (aa) "Offering Memorandum" means the Offering Memorandum dated March
     10, 2003 relating to the offer and sale of the Securities.

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

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

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

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

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

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

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

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

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

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

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

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

          (nn) "Trustee" shall have the meaning assigned such term in the
     Indenture.

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

     2. Registration Under the Securities Act.

          (a) The Company agrees to file under the Securities Act as promptly as
     practicable but in any event within 120 days after the Closing Date a shelf
     registration statement providing for the registration of, and the sale on a
     continuous or delayed basis by the Holders of, all of the Registrable
     Securities, pursuant to Rule 415 or any similar rule that may be adopted by
     the Commission. The Company agrees to use its reasonable efforts to cause
     the Shelf Registration Statement to become or be declared effective within
     180 days after the Closing Date and to keep such Shelf Registration
     Statement continuously effective until the earlier of (i) the second
     anniversary of the Closing Date or (ii) such time as there are no longer
     any Registrable Securities outstanding (the "Effective Period"). None of
     the Company's securityholders (other than Holders of Registrable
     Securities) shall have the right to include any of the Company's securities
     in the Shelf Registration Statement.

          (b) The Company further agrees that it shall cause the Shelf
     Registration Statement and the related Prospectus and any amendment or
     supplement thereto, as of the effective date of the Shelf Registration
     Statement or such amendment or supplement, (i) to comply in all material
     respects with the applicable requirements of the Securities Act; and (ii)
     not to contain any untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary in order to make
     the statements therein (in the case of the Prospectus, in the light of the
     circumstances under which they were made) not misleading, and the Company
     agrees to furnish to the Holders of the Registrable Securities copies of
     any supplement or amendment prior to its being used or promptly following
     its filing with the Commission. If the Shelf Registration Statement, as
     amended or supplemented from time to time, ceases to be effective for any
     reason at any time during the Effective Period (other than because all
     Registrable Securities registered thereunder shall have been sold pursuant
     thereto or shall have otherwise ceased to be Registrable Securities), the
     Company shall use its reasonable best efforts to obtain the prompt
     withdrawal of any order suspending the effectiveness thereof.

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

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

               (i) if the Shelf Registration Statement is not filed with the
          Commission within 120 days following the Closing Date, then commencing
          on the 121st day after the Closing Date, Additional Amounts shall
          accrue on the principal amount of the outstanding Notes that are
          Registrable Securities and on the Applicable Conversion Price of any
          outstanding Shares that are Registrable Securities at a rate of 0.25%
          per annum for the first 90 days following such 121st day and at a rate
          of 0.5% per annum thereafter; or

               (ii) if the Shelf Registration Statement is not declared
          effective by the Commission within 180 days following the Closing
          Date, then commencing on the 181st day after the Closing Date,
          Additional Amounts shall accrue on the principal amount of the
          outstanding Notes that are Registrable Securities and on the
          Applicable Conversion Price of any outstanding Shares that are
          Registrable Securities that are Registrable Securities at a rate of
          0.25% per annum for the first 90 days following such 181st day and at
          a rate of 0.5% per annum thereafter; or

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

               (iv) if the Shelf Registration Statement has been declared
          effective but such Shelf Registration Statement ceases to be effective
          at any time during the Effective Period (other than pursuant to
          Section 3(b) hereof), then commencing on the day such Shelf
          Registration Statement ceases to be effective, Additional Amounts
          shall accrue on the principal amount of the outstanding Notes that are
          Registrable Securities and on the Applicable Conversion Price of any
          outstanding Shares that are Registrable Securities that are
          Registrable Securities at a rate of 0.25% per annum for the first 90
          days following such date on which the Shelf Registration Statement
          ceases to be effective and at a rate of 0.5% per annum thereafter; or

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

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

          Additional Amounts on the Securities, if any, will be payable in cash
     on March 15 and September 15 of each year (the "Additional Amounts Payment
     Date") to holders of record of outstanding Registrable Securities on each
     preceding March 1 and September 1. The date of determination of the
     Applicable Conversion Price of any outstanding Shares that are Registrable
     Securities shall be the Business Day immediately preceding the Additional
     Amounts Payment Date; provided that in the case of an event of the type
     described in clause (iii) above, such Additional Amounts shall be paid only
     to the Holders that have delivered Notice and Questionnaires that caused
     the Company to incur the obligations set forth in Section 2(c), the
     non-performance of which is the basis of such Registration Default;
     provided further that any Additional Amounts accrued with respect to any
     Notes or portion thereof called for redemption on a redemption date or
     converted into Shares on a conversion date prior to the Registration
     Default shall, in any such event, be paid instead to the Holder who
     submitted such Notes or portion thereof for redemption or conversion on the
     applicable redemption date or conversion date, as the case may be, on such
     date (or promptly following the conversion date, in the case of
     conversion). Following the cure of all Registration Defaults requiring the
     payment of Additional Amounts by the Company to the Holders of Registrable
     Securities pursuant to this Section, the accrual of Additional Amounts will
     cease (without in any way limiting the effect of any subsequent
     Registration Default requiring the payment of Additional Amounts by the
     Company).

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

     3. Registration Procedures.

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

          (a) The Company shall:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (i) The Company shall cause the Indenture to be qualified under the
     Trust Indenture Act in a timely manner.

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

     4. Holder's Obligations.

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

     5. Registration Expenses.

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

     6. Indemnification and Contribution.

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

          The Company also agrees to indemnify as provided in this Section 6(a)
     or contribute as provided in Section 6(d) hereof to Losses of each
     underwriter, if any, of Securities registered under the Shelf Registration
     Statement, its directors, officers, employees, Affiliates or agents and
     each Person who controls such underwriter on substantially the same basis
     as that of the indemnification of the selling Holders provided in this
     paragraph (a) and shall, if requested by any Holder, enter into an
     underwriting agreement reflecting such agreement.

          (b) Each Holder of securities covered by the Shelf Registration
     Statement severally and not jointly agrees to indemnify and hold harmless
     the Company, each of its directors, each of its officers who signs the
     Shelf Registration Statement and each Person who controls the Company
     within the meaning of either the Securities Act or the Exchange Act, to the
     same extent as the foregoing indemnity from the Company to each such
     Holder, but only with reference to written information relating to such
     Holder furnished to the Company by or on behalf of such Holder specifically
     for inclusion in the documents referred to in the foregoing indemnity. This
     indemnity agreement will be in addition to any liability which any such
     Holder may otherwise have.

          (c) Promptly after receipt by an indemnified party under this Section
     6 or notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under this Section 6, notify the indemnifying party in writing of the
     commencement thereof; but the failure so to notify the indemnifying party
     (i) will not relieve it from liability under paragraph (a) or (b) above
     unless and to the extent it did not otherwise learn of such action and such
     failure results in the forfeiture by the indemnifying party of substantial
     rights and defenses; and (ii) will not, in any event, relieve the
     indemnifying party from any obligations to any indemnified party other than
     the indemnification obligation provided in paragraph (a) or (b) above. The
     indemnifying party shall be entitled to appoint counsel (including local
     counsel) of the indemnifying party's choice at the indemnifying party's
     expense to represent the indemnified party in any action for which
     indemnification is sought (in which case the indemnifying party shall not
     thereafter be responsible for the fees and expenses of any separate
     counsel, other than local counsel if not appointed by the indemnifying
     party, retained by the indemnified party or parties except as set forth
     below); provided, however, that such counsel shall be satisfactory to
     -------- ------- the indemnified party. Notwithstanding the indemnifying
     party's election to appoint counsel (including local counsel) to represent
     the indemnified party in an action, the indemnified party shall have the
     right to employ separate counsel (including local counsel), and the
     indemnifying party shall bear the reasonable fees, costs and expenses of
     such separate counsel if (i) the use of counsel chosen by the indemnifying
     party to represent the indemnified party would present such counsel with a
     conflict of interest; (ii) the actual or potential defendants in, or
     targets of, any such action include both the indemnified party and the
     indemnifying party and the indemnified party shall have reasonably
     concluded that there may be legal defenses available to it and/or other
     indemnified parties that are different from or additional to those
     available to the indemnifying party; (iii) the indemnifying party shall not
     have employed counsel satisfactory to the indemnified party to represent
     the indemnified party within a reasonable time after notice of the
     institution of such action; or (iv) the indemnifying party shall authorize
     the indemnified party to employ separate counsel at the expense of the
     indemnifying party. An indemnifying party will not, without the prior
     written consent of the indemnified parties, settle or compromise or consent
     to the entry of any judgment with respect to any pending or threatened
     claim, action, suit or proceeding in respect of which indemnification or
     contribution may be sought hereunder (whether or not the indemnified
     parties are actual or potential parties to such claim or action) unless
     such settlement, compromise or consent includes an unconditional release of
     each indemnified party from all liability arising out of such claim,
     action, suit or proceeding.

          (d) In the event that the indemnity provided in paragraph (a) or (b)
     of this Section 6 is unavailable to or insufficient to hold harmless an
     indemnified party for any reason, then each applicable indemnifying party
     shall have a joint and several obligation to contribute to the aggregate
     losses, claims, damages and liabilities (including legal or other expenses
     reasonably incurred in connection with investigating or defending such
     loss, claim, liability, damage or action) (collectively "Losses") to which
     such indemnified party may be subject in such proportion as is appropriate
     to reflect the relative benefits received by such indemnifying party, on
     the one hand, and such indemnified party, on the other hand, from the
     Initial Placement and the Shelf Registration Statement which resulted in
     such Losses; provided, however, that in no case shall any subsequent Holder
     of any Securities be responsible, in the aggregate, for any amount in
     excess of the purchase discount or commission applicable to such Security,
     as set forth in the Offering Memorandum, nor shall any underwriter be
     responsible for any amount in excess of the underwriting discount or
     commission applicable to the securities purchased by such underwriter under
     the Shelf Registration Statement which resulted in such Losses. If the
     allocation provided by the immediately preceding sentence is unavailable
     for any reason, the indemnifying party and the indemnified party shall
     contribute in such proportion as is appropriate to reflect not only such
     relative benefits but also the relative fault of such indemnifying party,
     on the one hand, and such indemnified party, on the other hand, in
     connection with the statements or omissions which resulted in such Losses
     as well as any other relevant equitable considerations. Benefits received
     by the Company shall be deemed to be equal to the sum of (x) the total net
     proceeds from the Initial Placement (before deducting expenses) as set
     forth in the Offering Memorandum and (y) the total amount of Additional
     Amounts which the Company was not required to pay as a result of
     registering the securities covered by the Shelf Registration Statement
     which resulted in such Losses. Benefits received by the Initial Purchasers
     shall be deemed to be equal to the total purchase discounts and commissions
     as set forth in the Offering Memorandum, and benefits received by any other
     Holders shall be deemed to be equal to the value of receiving Securities
     registered under the Securities Act. Benefits received by any underwriter
     shall be deemed to be equal to the total underwriting discounts and
     commissions, as set forth on the cover page of the Prospectus forming a
     part of the Shelf Registration Statement which resulted in such Losses.
     Relative fault shall be determined by reference to, among other things,
     whether any untrue or any alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information provided by the indemnifying party, on the one hand, or by the
     indemnified party, on the other hand, the intent of the parties and their
     relative knowledge, access to information and opportunity to correct or
     prevent such untrue statement or omission. The parties agree that it would
     not be just and equitable if contribution were determined by pro rata
     allocation (even if the Holders were treated as one entity for such
     purpose) or any other method of allocation which does not take account of
     the equitable considerations referred to above. Notwithstanding the
     provisions of this paragraph (d), no Person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any Person who was not guilty
     of such fraudulent misrepresentation. For purposes of this Section 6, each
     Person who controls a Holder within the meaning of either the Securities
     Act or the Exchange Act and each director, officer, employee and agent of
     such Holder shall have the same rights to contribution as such Holder, and
     each Person who controls the Company within the meaning of either the
     Securities Act or the Exchange Act, each officer of the Company who shall
     have signed the Shelf Registration Statement and each director of the
     Company shall have the same rights to contribution as the Company, subject
     in each case to the applicable terms and conditions of this paragraph (d).

          (e) The provisions of this Section 6 shall remain in full force and
     effect, regardless of any investigation made by or on behalf of any Holder
     or the Company or any of the indemnified Persons referred to in this
     Section 6, and shall survive the sale by a Holder of securities covered by
     the Shelf Registration Statement.

     7. Rule 144.

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

     8. Inconsistent Agreements.

     The Company has not entered into, and agrees not to enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or that otherwise conflict with the provisions
hereof.

     9. Miscellaneous.

          (a) Entire Agreement; Amendments. This Agreement and the other
     writings referred to herein (including the Indenture) or delivered pursuant
     hereto which form a part hereof contain the entire understanding of the
     parties and supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Agreement may be amended
     and the observance of any term of this Agreement may be waived (either
     generally or in a particular instance and either retroactively or
     prospectively) only by a written instrument duly executed by the Company
     and the Majority Holders of the Registrable Securities at the time
     outstanding.

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

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

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

               (iii) If to a Holder, to the address of such Holder set forth in
          the security register, the Notice and Questionnaire or other records
          of the Company,

     or to such other address as the Company, the Initial Purchasers or any such
     Holder may have furnished to the other parties in writing in accordance
     herewith, except that notices of change of address shall be effective only
     upon receipt.

          (c) Remedies. Nothing shall preclude a Notice Holder or Holder of
     Registrable Securities from pursuing or obtaining specific performance or
     other equitable relief with respect to this Agreement.

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

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

          (f) Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
     IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
     CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

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

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

          (i) Severability. In the event that any one of more of the provisions
     contained herein, or the application thereof in any circumstances, is held
     invalid, illegal or unenforceable in any respect for any reason, the
     validity, legality and enforceability of any such provision in every other
     respect and of the remaining provisions hereof shall not be in any way
     impaired or affected thereby, it being intended that all of the rights and
     privileges of the parties shall be enforceable to the fullest extent
     permitted by law.

          (j) Securities Held by the Company, etc. Whenever the consent or
     approval of Holders of a specified percentage of Securities is required
     hereunder, Securities held by the Company or its Affiliates (other than
     subsequent Holders of Securities if such subsequent Holders are deemed to
     be Affiliates solely by reason of their holdings of such Securities) shall
     not be counted in determining whether such consent or approval was given by
     the Holders of such required percentage.


<PAGE>


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


                                Very truly yours,

                                The Interpublic Group of Companies, Inc.


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


<PAGE>

Salomon Smith Barney Inc.



By: /s/ Brett Dunk
    -------------------------------
    Name:  Brett Dunk
    Title: Vice President


J.P. Morgan Securities Inc.



By: /s/ J. Andrew Sanford
    -------------------------------
    Name:  J. Andrew Sanford
    Title: Managing Director


UBS WARBURG LLC



By: /s/ P. Whitridge Williams
    -------------------------------
    Name:  P. Whitridge Williams
    Title: Executive Director


And



By: /s/ Rezwan Mirza
    -------------------------------
    Name:  Rezwan Mirza
    Title: Director