Exhibit 4.1

                                                                  EXECUTION COPY


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                    THE INTERPUBLIC GROUP OF COMPANIES, INC.


                                       and


                              THE BANK OF NEW YORK

                                     Trustee

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


                          Third Supplemental Indenture


                           Dated as of March 13, 2003


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




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


                   Creating a series of Securities designated


                     4.50% Convertible Senior Notes Due 2023



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                                TABLE OF CONTENTS

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                                                                                                 Page


                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

                                    ARTICLE 2

                                    THE NOTES

Section 2.01.   Creation of Series; Establishment of Form.........................................6

Section 2.02.   Optional Redemption by the Company................................................8

Section 2.03.   Purchase at the Option of the Holder Upon a Fundamental Change...................10

Section 2.04.   Purchase of Notes at the Option of the Holder....................................12

Section 2.05.   Further Conditions and Procedures for Purchase at the Option of the
                Holder 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.   Interest.........................................................................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

                      WAIVER, MODIFICATIONS AND AMENDMENTS

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

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

                                    ARTICLE 7

                                     RANKING

Section 7.01.   Senior in Right of Payment.......................................................38

                                    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.............................................................39

Section 8.10.   Acceptance by Trustee............................................................39

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                  THIRD SUPPLEMENTAL INDENTURE, dated as of March 13, 2003,
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 Third 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 4.50%
Convertible Senior Notes Due 2023 (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 Notes by the holders thereof (each such holder of Notes, a "Holder"), it is
mutually covenanted and agreed, for the equal and ratable benefit of the
Holders, 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.

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

                  "Business Day" means, with respect to any Note, any day other
than a Saturday, a Sunday or a day on which banking institutions in The City of
New York are authorized or required by law, regulation or executive order to
close. If any Interest Payment Date, Maturity Date, Redemption Date, Purchase
Date or Fundamental Change Purchase Date of a Note falls on a day that is not a
Business Day, the required payment will be made on the next succeeding Business
Day as if made on the date that the payment was due and no interest will accrue
on such payment for the period from and after the Interest Payment Date,
Maturity Date, Redemption Date, Purchase Date or Fundamental Change Purchase
Date, as the case may be, to the date of that payment on the next succeeding
Business Day.

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

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

                  "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 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 the final offering memorandum
relating to the Notes or who becomes a director of the Company subsequent to
such date and whose election, appointment or nomination for election by the
Company's stockholders, is duly approved by a majority of the Continuing
Directors on the Board of Directors of the Company 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.

                  "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 Price" means $1,000 divided by the Conversion
Rate.

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

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

                  "Depositary" has the meaning provided in Section 3.01.

                  "Distributed Assets or Securities" has the meaning provided in
Section 2.07(3).

                  "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 March 15,
2023.

                  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 or 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 the Company 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 consolidated assets of the Company and its
Subsidiaries, taken as a whole, 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 Conversion Price per share of Common Stock in effect
on each of those Trading Days 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 of, all of the outstanding Notes or any portion thereof.

                  "Holder" has the meaning provided in the Recitals.

                  "Indenture" has the meaning provided in the Recitals.

                  "Interest Payment Date" has, with respect to any semiannual
interest, 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.

                  "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
prior to the applicable Purchase Date, Fundamental Change Purchase Date or date
of determination (if the third Business Day prior to the applicable Purchase
Date, Fundamental Change Purchase Date or date of determination is a Trading
Day, or if not, then on the last Trading Day prior to such third Business Day),
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, Fundamental Change Purchase Date or date of
determination, of any event requiring an adjustment of the Conversion Rate under
this Supplemental Indenture.

                  "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.

                  "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)(a).

                  "Purchase Price" has the meaning provided in paragraph 8 of
the Notes.

                  "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 provided in
Section 3.03.

                  "Regular Record Date" has the meaning provided 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.

                  "Shelf Registration Statement" has the meaning specified in
Section 3.03.

                  "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 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
Recitals.

                  "Trading Day" means (a) if the applicable security is listed,
admitted for trading or quoted 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 or (b) 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, regulation or executive order to close.

                  "Trustee" means the person named as such in this Supplemental
Indenture and, subject to the provisions of Article 6 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 "4.50% Convertible Senior
Notes Due 2023."

         (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 of the Notes which may be authenticated and
delivered under this Supplemental Indenture is limited to $800,000,000.

         (3) The aggregate Principal Amount of the Notes shall be payable on the
Final Maturity Date unless the Notes are earlier repaid or converted in
accordance with this Supplemental Indenture. 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 Principal Amount, the Company may make payment
of the Principal Amount and any accrued and unpaid interest (including
contingent interest), on the next succeeding Business Day.

         (4) The Notes shall be issued at a Principal Amount of $1,000 per Note.
Interest on the Notes is payable as provided in Sections 2.09 and 2.11 herein
and paragraph 1 of the Notes. Contingent Interest is payable as provided in
Section 2.11 herein and paragraph 5 of the Notes.

         (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, Security Registrar or co-registrar or approve a change in the office
through which any Paying Agent acts 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, Security Registrar and/or agent for service of notices and demands, the
Trustee shall act as such Paying Agent, Conversion Agent, Security Registrar or
agent for service of notices and demands. The Company may remove any Paying
Agent, Conversion Agent or Security Registrar upon written notice to such Paying
Agent, Conversion 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 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 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, Paying Agent and Holders. The
Company, at its option, may redeem the Notes in accordance with the provisions
of paragraph 6 of the Notes. If the Company elects to redeem Notes pursuant to
paragraph 6 of the Notes, it shall notify in writing the Trustee, Paying Agent
and each Holder of Notes to be redeemed, as provided in Section 2.02(4).

         (2) Fewer Than All Outstanding Notes to Be Redeemed. If fewer than all
of the outstanding Notes are to be redeemed, the Trustee shall select the Notes
to be redeemed in Principal Amounts of $1,000 or integral multiples thereof. In
the case that the Trustee shall select the Notes to be redeemed, the Trustee may
effectuate such selection by lot, pro rata, or by any other method that the
Trustee considers fair and appropriate. The Trustee will make such selection
promptly following receipt of the notice of redemption from the Company provided
pursuant to Section 2.02(4).

         (3) Selection of Notes to Be Redeemed. If any Notes selected for
partial redemption are 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 Principal Amount 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 Trustee 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 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;

                  (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, 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 Principal Amounts 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, made at least five Business Days
prior to the date upon which such notice is to be mailed, 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 as defined in paragraph 6 of the Notes.

         (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 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.

         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 the
Redemption Price and shall notify the Trustee of any default by the Company in
making any such payment. If the Company or an Affiliate of the Company 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 doing so, the Paying Agent shall have no
further liability for the money delivered to the Trustee.

                  Section 2.03. Purchase at the Option of the Holder Upon a
Fundamental Change. If a Fundamental Change shall occur at any time prior to
March 15, 2008, each Holder 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 Company Notice of the occurrence
of such Fundamental Change (subject to extension to comply with applicable law,
as provided in Section 2.05(4)) (the "Fundamental Change Purchase Date"). The
Notes shall be repurchased in integral multiples of $1,000 of the Principal
Amount. The Company shall purchase such Notes at a price (the "Fundamental
Change Purchase Price") equal to the Principal Amount plus accrued and unpaid
interest, including contingent interest, to the Fundamental Change Purchase
Date. Notwithstanding anything herein to the contrary, the portion of the
Fundamental Change Purchase Price that constitutes accrued and unpaid interest
(including contingent interest) on the Notes, shall be paid in Cash. 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 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 20th 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 "Form of Fundamental Change Purchase Notice" on
the reverse thereof duly completed, on or before the 35th day after the date of
the Company Notice of the occurrence of such Fundamental Change, subject to
extension to comply with applicable law. 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 Principal Amount of the Notes which the
Holder shall deliver to be purchased, which portion must be $1,000 in Principal
Amount or an integral 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
8 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 Fundamental Change 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 Fundamental Change 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 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 Fundamental Change Purchase Notice in the circumstances described in the
preceding sentence.

         (3) Procedures. The Company shall purchase from a Holder, pursuant to
this Section 2.03, Notes if the Principal Amount 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
Fundamental Change Purchase Price to be received by the Holder promptly
following the later of the Fundamental Change Purchase Date or the time of
book-entry transfer or delivery 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 (or if the Company or an Affiliate of the Company is acting as the Paying
Agent, shall segregate and hold in trust) 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 by the Paying Agent of the Fundamental
Change Purchase Price for such Notes shall be made promptly 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 and paragraph 5 of the Notes, 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, Cash or Common Stock 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 interest (including contingent 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 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 withholding tax required by
law.

                  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 Cash or Common Stock held by the Paying
Agent for the payment of the Fundamental Change Purchase Price and shall notify
the Trustee of any default by the Company in making any such payment. If the
Company or an Affiliate of the Company acts as Paying Agent, it shall segregate
the Cash and Common Stock 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 deliver all
Cash or Common Stock held by it to the Trustee and to account for any funds
disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no
further liability for the Cash or Common Stock delivered to the Trustee.

                  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 March 15, 2008, March 15, 2013 and March 15, 2018 (each,
a "Purchase Date"), at the applicable Purchase Price specified in paragraph 8 of
the Notes, a Holder shall have the option to require the Company to purchase any
outstanding Notes, upon:

                  (a) delivery to the 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 20 Business Days prior to a Purchase Date until the
close of business on the fifth Business Day prior to such Purchase Date,
stating:

(i)      if certificated, the certificate numbers of the Notes which the Holder
         will deliver to be purchased, or, if not certificated, the Purchase
         Notice must comply with appropriate Depositary procedures;

(ii)     the portion of the Principal Amount of the Notes which the Holder will
         deliver to be purchased, which portion must be $1,000 in Principal
         Amount or an integral multiple thereof;

(iii)    that such Notes shall be purchased as of the Purchase Date pursuant to
         the terms and conditions specified in paragraph 8 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 the March 15, 2013 or the March 15,
         2018 Purchase Dates, 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 (or portion thereof) in Common Stock are not satisfied
         prior to the close of business on the last Business Day prior to the
         relevant 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 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, pursuant to this Section
2.04, Notes if the Principal Amount 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 Purchase Price
to be received by the Holder promptly following the later of the Purchase Date
or the time of book-entry transfer or delivery 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 (or if the Company or an
Affiliate of the Company is acting as the Paying Agent, shall segregate and hold
in trust) Cash or Common Stock sufficient to pay the aggregate Purchase Price of
the Notes to be purchased pursuant to this Section 2.04. Payment by the Paying
Agent of the Purchase Price for such Notes shall be made promptly 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 and paragraph 5 of the Notes, 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, Cash or Common Stock sufficient to
pay the Purchase Price of such Notes on the Business Day following the Purchase
Date, then, on and after such date, such Notes shall cease to be outstanding and
interest (including contingent 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 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 withholding tax
required by law.

         (7) 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 Cash or Common Stock held by the Paying
Agent for the payment of the Purchase Price and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or an
Affiliate of the Company acts as Paying Agent, it shall segregate the Cash or
Common Stock 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 deliver all Cash or Common
Stock held by it to the Trustee and to account for any funds disbursed by the
Paying Agent. Upon doing so, the Paying Agent shall have no further liability
for the Cash or Common Stock delivered to the Trustee.

         (8) Notwithstanding anything herein to the contrary, the portion of the
Purchase Price that constitutes accrued and unpaid interest (including
contingent interest) on the Notes, shall be paid in Cash.

                  Section 2.05. Further Conditions and Procedures for Purchase
at the Option of the Holder 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 20 Business Days prior to each Purchase Date, or on or
before the 20th day after the occurrence of the Fundamental Change, as the case
may be (each such date of delivery, a "Company Notice Date"). Each Company
Notice shall include a form of Purchase Notice or Fundamental Change Purchase
Notice to be completed by a Holder and shall state:

                  (a) the applicable Purchase Price or Fundamental Change
Purchase Price, excluding accrued and unpaid interest, Conversion Rate at the
time of such notice 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 applicable Purchase Date or Fundamental Change
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 or Fundamental Change 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 or a Fundamental Change
Purchase Notice, as applicable, has been given and not withdrawn shall be paid
by the Paying Agent promptly following the later of the Purchase Date or
Fundamental Change Purchase Date, as applicable, or the time of book-entry
transfer or delivery 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 Sections 2.03
or 2.04, as applicable, and Section 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, as applicable, interest
(including contingent interest) will cease to accrue on and after the Purchase
Date or Fundamental Change Purchase Date, as applicable;

                  (j) the CUSIP or ISIN number of the Notes; and

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

                  Simultaneously with providing such Company Notice, the Company
will publish a notice containing the information in such Company Notice in a
newspaper of general circulation in The City of New York or publish such
information on its then existing Web site or through such other public medium as
it may use at the time.

                  At the Company's request, made at least five Business Days
prior to the date upon which such notice is to be mailed, 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;
Effect of Event of Default. 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 by the Paying Agent 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 5:00 p.m. New York City time
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, or, if not
certificated, the written notice of withdrawal must comply with appropriate
Depositary procedures;

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

                  (c) the Principal Amount, if any, of such Notes which remains
subject to the original Purchase Notice or Fundamental Change Purchase 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 if an Event of Default has occurred and 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 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 or property that remains unclaimed as provided in
paragraph 14 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
or property deposited by the Company pursuant to Section 2.03(3) or 2.04(6), as
applicable, 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.
Subject to Sections 2.03 and 2.04(8), the Company may elect with respect to the
March 15, 2013 or the March 15, 2018 Purchase Dates, 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 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) Officers' Certificate. 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) 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

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

         (8) Fractional Shares. 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) Conditions to Exercise of Right to Issue Common Stock. 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 a transaction 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"
as defined in Rule 144 under the Securities Act of 1933 or otherwise and (ii)
the shares of Common Stock being registered 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 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
Purchase Date, and the Company elected to purchase the Notes to be purchased as
of such Purchase Date or Fundamental Change Purchase 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. The Company shall
not change the form or components or percentages of components of consideration
to be paid for the Notes once it has given the Company Notice, except as
described in the previous sentence.

         (10) Public Notice. Upon determination of the actual number of shares
of Common Stock which the Holder of each $1,000 Principal Amount of the Notes
shall receive, the Company shall publish such determination in a newspaper of
general circulation in The City of New York or on the Company's then existing
Web site or through such other public medium as the Company may use at that
time.

                  Section 2.06. Conversion of Notes.

         (1) Right to Convert. A Holder may convert its 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 Principal Amount (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 Principal Amount 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
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 or as otherwise provided in this Indenture.

                  On conversion of Notes, that portion of accrued interest
including 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 interest accrued and unpaid through the
Conversion Date and accrued and unpaid 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 Principal Amount 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 Principal Amount 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 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 withholding tax
required by law.

         (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, exclusively 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 to
the effective date for the adjustment pursuant to this Section 2.07(1), as
described below, 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 such effective date. 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 of issuance of such rights or warrants) to subscribe for or purchase
Common Stock at a price per share less than the Market Price per share of Common
Stock on the Record Date fixed for determination of stockholders entitled to
receive such rights or warrants, the Conversion Rate in effect immediately after
such Record Date shall be adjusted so that the same shall equal the Conversion
Rate determined by multiplying the Conversion Rate in effect immediately after
such Record Date by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding on such Record Date 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 such Record Date plus the number of shares which the aggregate offering price
of the total number of shares so offered would purchase at such Market 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 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 Market 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 Trading Day immediately preceding the
declaration of such distribution and 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 close of business on the
Record Date mentioned below by a fraction of which the numerator shall be the
Market Price per share of the Common Stock on such Record Date, 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 (a) the Fair Market Value of the portion of
the Distributed Assets or Securities so distributed applicable to one share of
Common Stock is equal to or greater than the Market Price of the Common Stock on
the Record Date or (b) the Market Price of the Common Stock on the Record Date
is greater than the Fair Market Value of such 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.

         (4) 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 who converts its 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 Assets or Securities that are
convertible, exchangeable or exercisable, the foregoing provision shall only
apply to the extent (and so long as) the Distributed Assets or 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.

         (5) Upon conversion of the Notes, the Holders shall receive, in
addition to the Common Stock issuable upon such conversion, the rights issued
under 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.

         (6) 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 Price need
be made unless the adjustment would require an increase or decrease of at least
1% in the Conversion Price 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 to the Conversion Price
need be made:

                  (a) upon the issuance of any shares of Common Stock pursuant
to any present or future plan providing for the reinvestment of dividends or
interest payable on securities of the Company and the investment of additional
optional amounts in shares of Common Stock under any plan;

                  (b) upon the issuance of any shares of Common Stock or options
or rights to purchase those shares pursuant to any present or future employee,
director or consultant benefit plan or program of or assumed by the Company or
any of its Subsidiaries;

                  (c) upon the issuance of any shares of Common Stock pursuant
to any option, warrant, right, or exercisable, exchangeable or convertible
security outstanding as of the date the Notes were first issued;

                  (d) for a change in the par value or no par value of the
Common Stock; or

                  (e) for 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.

         (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 at its 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, reorganization,
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, reorganization, 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, reorganization, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up.

         (6) Effect of Reclassification, Consolidation, Merger, Binding Share
Exchange 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, combination or binding share exchange 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, binding share
exchange, 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, binding share
exchange, 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, at its 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,
binding share exchanges, 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 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 6 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 6 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 and to the Company 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 reasonably 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. Interest

         The Notes shall bear interest at a rate of 4.50% per year on the
Principal Amount hereof, from March 13, 2003 or from the most recent Interest
Payment Date (as defined below) to which payment has been made or duly provided
for, payable semiannually in arrears on March 15 and September 15 of each year,
beginning September 15, 2003 (each an "Interest Payment Date") to the persons in
whose names the Notes are registered at the close of business on March 1 and
September 1 (each a "Regular Record Date") (whether or not a Business Day), as
the case may be, immediately preceding such Interest Payment Date. Interest on
the Notes will be computed on the basis of a 360-day year comprised of twelve
30-day months. The Notes also provide for payment of contingent interest in
certain circumstances as specified in paragraph 5 of the Notes.

         Interest on Notes converted after the close of business on a Regular
Record Date, but prior to the opening of business on the corresponding Interest
Payment Date, will be paid to the Holder of such Notes on the Regular Record
Date but, upon conversion, the Holder must pay the Company the interest which
has accrued and will be paid to the Holder on such Interest Payment Date. No
such payment by the Holder need be made with respect to Notes in respect of
which a Redemption Date has been declared that falls within this period or on
such Interest Payment Date.

                  Section 2.10. Tax Treatment of Notes

         The Company agrees, and by purchasing a beneficial ownership interest
in the Notes each Holder, and any person (including an entity) that acquires a
direct or indirect beneficial interest in the Notes, will be deemed to have
agreed (i) for United States federal income tax purposes to treat the Notes as
indebtedness of the Company that is subject to Treas. Reg. Sec. 1.1275-4 (the
"Contingent Payment Regulations"), (ii) for all tax purposes to treat the Notes
as indebtedness of the Company, (iii) for purposes of the Contingent Payment
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,
(iv) to be bound by the Company's determination that the Notes are contingent
payment debt instruments subject to the "noncontingent bond method" of accruing
original issue discount within the meaning of the Contingent Payment Regulations
with respect to the Notes, and (v) to be bound by the Company's projected
payment schedule with respect to the Notes. The provisions of this Supplemental
Indenture shall be interpreted to further this intention and agreement of the
parties. 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 8.75% per annum, compounded
semiannually. A Holder of Notes may obtain the amount of original issue
discount, issue date, comparable yield and projected payment schedule (which
schedule is attached as Exhibit D) by telephoning the Company's Investor
Relations Department at (212) 399-8000 or submitting a written request 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 an Affiliate 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 principal, if applicable, or
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 (including
contingent interest) on the Notes and shall notify the Trustee of any default by
the Company in making any such payment. If the Company or an Affiliate of the
Company 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 doing so, 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 and paragraph 5 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 at
         its 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 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"), 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 U.S. 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 U.S. 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
                  "U.S. 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 OR ANY COMMON STOCK ISSUABLE UPON
                  CONVERSION OF SUCH 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 ("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 March 13, 2003 (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 reasonably 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 reasonably 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 portions 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 equal to the Principal Amount
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 of the surrendered Global Security and the aggregate Principal Amount 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 any Principal Amount or
accrued and unpaid interest at maturity, Redemption Price, Purchase Price or
Fundamental Change Purchase Price 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 interest or contingent interest, which failure or default, in either case,
continues for 30 days.

         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 4.50% Convertible Senior Notes Due 2023" 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 the 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 Principal Amount 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 Principal Amount 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 (a) been deposited for conversion and the Company shall
deliver to the Holders shares of Common Stock 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 or (b) 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 Principal Amount 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 (1) or (2) 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 and Security Registrar under the Indenture
with respect to the Notes), and the Trustee, on demand of the Company
accompanied by an Officers' Certificate 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 and Security
Registrar for any costs or expenses thereafter reasonably and properly incurred
by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and
Security Registrar and to compensate the Trustee, Authenticating Agent, Paying
Agent, Conversion Agent and Security Registrar for any services thereafter
reasonably and properly rendered by the Trustee, Authenticating Agent, Paying
Agent, Conversion Agent and Security Registrar 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 Principal Amount 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

                      WAIVER, MODIFICATIONS AND AMENDMENTS

                  Section 6.01. Waiver. The Holders of a majority in Principal
Amount 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 any
Principal Amount or accrued and unpaid interest at maturity, 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 interest or contingent interest,
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 9 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) Reduce the Principal Amount, or extend the Stated Maturity, of any
Notes;

         (2) Reduce the Redemption Price, Purchase Price or Fundamental Change
Purchase Price of any Notes;

         (3) Make any change that adversely affects the right to convert any
Notes;

         (4) Except as otherwise provided in this Indenture or in the offering
memorandum relating to the Notes, alter the manner or rate of accrual of
Interest on any Notes or extend the time for payment of interest on any Notes;

         (5) Reduce the amount of Principal payable upon acceleration of
maturity;

         (6) Reduce the percentage in Principal Amount of affected Notes the
consent of whose Holders is required for amendment of this Indenture or for
waiver of compliance with some provisions of this Indenture or for waiver of
some defaults under this Indenture;

         (7) Change the Company's obligation with respect to the redemption
provisions of this Indenture (including Article 11 of the Base Indenture and
Section 2.02 hereof) in a manner adverse to the Holders; or

         (8) Modify the provisions relating to waiver of defaults under this
Indenture (including Section 5.13 of the Base Indenture and Section 6.01 hereof)
or any of the provisions relating to amendment of this Indenture (including
Article 9 of the Base Indenture and this Section) except to increase the
percentage required for consent or to provide that some other provisions of this
Indenture may not be modified or waived.



                                    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, to the extent
permitted by applicable law.

                  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 Conversion Agent, any Paying Agent, and their successors
hereunder, and the Holders, 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/ Steven Berns
                                           -------------------------------------

                                           Name:  Steven Berns
                                           Title: Vice President and Treasurer


[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 MARCH 13, 2003.

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 THE 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.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), 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 U.S.
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 U.S.
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 "U.S.
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 OR ANY COMMON STOCK ISSUABLE
UPON CONVERSION OF SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.

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 8.75% 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, 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.

                     4.50% CONVERTIBLE SENIOR NOTES DUE 2023

No. __________                                               CUSIP:  460690 AS 9
Issue Date:
Principal Amount: $1,000



                  The Interpublic Group of Companies, Inc., a Delaware
corporation (the "Company"), promises to pay to __________ or registered
assigns, on March 15, 2023 the Principal Amount of __________ Dollars
($__________).

                  This Note shall bear interest as specified on the other side
of this Note. This Note is convertible as specified on the other side of this
Note.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


<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:         , 2003

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.

                     4.50% CONVERTIBLE SENIOR NOTES DUE 2023

1.       INTEREST

         This Note shall bear interest at a rate of 4.50% per year on the
Principal hereof, from March 13, 2003 or from the most recent Interest Payment
Date (as defined below) to which payment has been paid or duly provided for,
payable semiannually in arrears on March 15 and September 15 of each year,
beginning September 15, 2003 (each an "Interest Payment Date") to the persons in
whose names the Notes are registered at the close of business on March 1 and
September 1 (each a "Regular Record Date") (whether or not a Business Day), as
the case may be, immediately preceding such Interest Payment Date. Interest on
the Notes will be computed on the basis of a 360-day year comprised of twelve
30-day months.

         Interest on Notes converted after the close of business on a Regular
Record Date, but prior to the opening of business on the corresponding Interest
Payment Date, will be paid to the Holder on the Regular Record Date but, upon
conversion, the Holder must pay the Company the interest which has accrued and
will be paid to the Holder on such Interest Payment Date. No such payment need
be made with respect to Notes in respect of which a Redemption Date has been
declared that falls within such period or on such Interest Payment Date.

         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 8
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 this paragraph or paragraph 5 or 11 hereof,
then in each such case the overdue amount shall bear interest at the rate of
4.50% 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.

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, at the office of the Paying Agent, 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 mailed to the Holder's
registered address or, with respect to Global Securities, by wire transfer.

3. PAYING AGENT, CONVERSION AGENT AND SECURITY REGISTRAR

         Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), shall act as Paying Agent, Conversion Agent and Security Registrar.
The Company may appoint and change any Paying Agent, Conversion Agent, Security
Registrar or co-registrar or approve a change in the office through which any
Paying Agent acts without notice, other than notice to 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 Third
Supplemental Indenture thereto, dated as of March 13, 2003 (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 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
$800,000,000 aggregate Principal Amount.

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 if the
Company pays Cash Dividends on its Common Stock at any time on or after March
13, 2003.

         The amount of contingent interest payable on $1,000 Principal Amount of
Notes shall be 100% of the Cash Dividends paid by the Company per share of
Common Stock multiplied by the number of shares of Common Stock into which
$1,000 Principal Amount hereof is convertible pursuant to paragraph 10 hereof as
of the accrual date for such contingent interest. Contingent interest shall only
be paid in cash.

         Contingent interest, if any, will accrue and be payable to Holders at
the close of business on the record date for the related Cash Dividend (the
"Contingent Interest Record Date"). Such payments shall be made on the payment
date of the related Cash Dividend (such date, an "Interest Payment Date" with
respect to contingent interest).

          "Cash Dividends" means regular, fixed, annual, quarterly or other
periodic cash dividends as declared by the Company's Board of Directors as part
of the Company's dividend payment practice or stated cash dividend policy,
whether publicly announced or not, and do not include any other dividends or
distributions (such as any dividends designated by the Company's Board of
Directors as extraordinary, special or otherwise nonrecurring).

         Upon determination that Holders will be entitled to receive contingent
interest which may become payable, the Company shall publish a notice containing
such information in a newspaper of general circulation in the City of New York
or publish such information on its then existing Web site or through such other
public medium 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 in part, at any time at the option of the Company at a redemption
price ("Redemption Price") equal to the Principal Amount of the Notes to be
redeemed plus any accrued and unpaid interest (including any contingent
interest) to the Redemption Date, provided that the Notes are not redeemable
prior to March 15, 2008.

7. 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 the
Trustee, the Paying Agent and 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
the Redemption Date interest (including contingent interest), if any, shall
cease to accrue on such Notes or portions thereof. Notes in denominations larger
than $1,000 Principal Amount may be redeemed in part but only in integral
multiples of $1,000 Principal Amount.

8. 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
shall have the option to require the Company to purchase the Notes held by such
Holder on March 15, 2008, March 15, 2013 and March 15, 2018 (each, a "Purchase
Date") at a purchase price (the "Purchase Price") equal to the Principal Amount
of the Notes to be purchased plus any accrued and unpaid interest (including
contingent interest) to such Purchase Date, upon delivery of a Purchase Notice
containing the information set forth in the Indenture, from the opening of
business on the date that is 20 Business Days prior to such Purchase Date until
the close of business on the fifth Business Day prior to 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 March 15, 2008. With respect to
the March 15, 2013 and March 15, 2018 Purchase Dates, the Purchase Price may be
paid by the Company, at its option, 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, provided that the Company will pay accrued and unpaid
interest (including contingent interest) in Cash.

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

         (b) If a Fundamental Change shall occur at any time prior to March 15,
2008, each Holder 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
any or all of such Holder's Notes or any portion of the Principal Amount thereof
that is equal to $1,000 or an integral multiple of $1,000 on the day that is 35
Business Days after the date of the Company Notice of the occurrence of the
Fundamental Change (subject to extension to comply with applicable law) for a
Fundamental Change Purchase Price equal to the Principal Amount of Notes
purchased plus accrued and unpaid interest, including contingent interest, to
the Fundamental Change Purchase Date, which Fundamental Change Purchase Price
shall be paid by the Company, at its option, in cash, by the issuance and
delivery of shares of Common Stock of the Company or a combination thereof, as
set forth in the Indenture, provided that the Company will pay accrued and
unpaid interest (including contingent interest) in Cash.

         (c) 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.

         (d) 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, interest (including
contingent interest), if any, shall cease 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, upon surrender of such
Note).

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 may
convert Notes into Common Stock of the Company at any time on or before the
close of business on March 15, 2023 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
amount equal to the Specified Percentage on such date multiplied by $1,000,
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 Ratings are
lower than Ba2, BB and BB, respectively;

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

         (d) the Notes have been called for redemption by the Company, in which
case a Holder may convert Notes into Common Stock 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 at least 20 Business
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. The ex-dividend date is the first date upon which a sale of
the Common Stock does not automatically transfer the right to receive the
relevant dividend from the seller of the Common Stock to its buyer.

         Notes in respect of which a Holder has delivered a notice of exercise
of the option to require the Company to purchase such Notes pursuant to Sections
2.03 or 2.04 may be converted only if the notice of exercise is withdrawn in
accordance with the terms of the Indenture.

         The initial Conversion Rate is 80.5153 shares of Common Stock per
$1,000 Principal Amount, 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.

         Holders of Notes at the close of business on a Regular Record Date will
receive payment of interest payable on the corresponding Interest Payment Date
notwithstanding the conversion of such Notes at any time after the close of
business on such Regular Record Date. Holders of Notes at the close of business
on a Contingent Interest Record Date will receive payment of contingent interest
payable on the corresponding Interest Payment Date for such contingent interest
notwithstanding the conversion of such Notes at any time after the close of
business on such Contingent Interest Record Date. Notes surrendered for
conversion during the period from the close of business on any Regular Record
Date to the opening of business on the corresponding Interest Payment Date
(except for Notes in respect of which a Redemption Date has been declared that
falls within this period or on such Interest Payment Date) must be accompanied
by payment of an amount equal to the interest that the Holder is to receive on
the Notes. If the Company is required to pay contingent interest, Notes
surrendered for conversion during the period from the close of business on the
Contingent Interest Record Date for such contingent interest to the opening of
business on the Interest Payment Date for such contingent interest (except for
Notes in respect of which a Redemption Date has been declared that falls within
this period or on such Interest Payment Date for such contingent interest) must
be accompanied by payment of an amount equal to such contingent interest that
the Holder is to receive. Except where Notes surrendered for conversion must be
accompanied by payment as described above, no interest or contingent interest on
converted Notes will be payable by the Company on any Interest Payment Date
subsequent to the date of conversion.

         To convert the Notes a Holder must (1) complete and manually sign the
irrevocable conversion notice on the back of the 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
the 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 the Notes only if the Principal
Amount 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 the Notes, that portion of accrued and unpaid
interest attributable to the period from the Issue Date to the Conversion Date
and accrued and unpaid contingent interest with respect to the converted portion
of the 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 the 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 interest accrued and unpaid through
the Conversion Date and accrued and unpaid 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 Principal Amount of the
Notes being converted pursuant to the provisions hereof.

11. 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.

12. DENOMINATIONS; TRANSFER; EXCHANGE

         The Notes are in registered form, without coupons, in denominations of
$1,000 Principal Amount 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 register the transfer of 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.

13. PERSONS DEEMED OWNERS

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

14. 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.

15. 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 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 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.

16. 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 of the Notes at the time
outstanding, may declare the Principal Amount and any accrued and unpaid
interest (including contingent 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
satisfactory indemnity or security. Subject to certain limitations, conditions
and exceptions, Holders of a majority in aggregate Principal Amount 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 on any Notes) if it determines that withholding notice is in their
interests.

17. 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 covenants under the Indenture and the Notes.

18. TRUSTEE AND AGENT DEALINGS WITH THE COMPANY

         The Trustee, Paying Agent, Conversion 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 or Security Registrar.

19. CALCULATIONS IN RESPECT OF THE NOTES

         The Company will be responsible for making all calculations called for
under the Notes. These calculations include, but are not limited to,
determination of the market prices for the Common Stock, accrued interest
payable on the Notes and Conversion Price of the Notes. The Company will make
these calculations in good faith and, absent manifest error, these calculations
will be final and binding on the Holders. The Company will provide to each of
the Trustee and the Conversion Agent a schedule of its calculations and each of
the Trustee and the Conversion Agent is entitled to rely upon the accuracy of
such calculations without independent verification. The Trustee will forward the
Company's calculations to any Holder upon the request of such Holder.

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
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 without regard to the
conflicts of law rules of said state.

<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 Principal Amount
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


<PAGE>

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)                                         Principal Amount to be purchased
                                               (if less than all):

________________________________
(Street Address)                               $__,000


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



<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 Principal Amount 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 or common stock of the
Company, as applicable, 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 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 this Fundamental Change Purchase Notice as to the Notes
         to which this Fundamental Change Purchase Notice relates in the
         Principal Amount of $_____, 000, with certificate numbers _____, or

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

                                               Social Security or Other Taxpayer
                                               Number


<PAGE>


                             FORM OF 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 holder's option to require the Company to repurchase this
Note and requests and instructs the Company to repurchase this Note, or the
portion hereof (which is $1,000 Principal Amount 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 or common stock of the
Company, as applicable, 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 to be purchased
                                               (if less than all):  $____,000

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

         __to withdraw this Purchase Notice as to the Notes to which this
         Purchase Notice relates in the Principal Amount of $____, 000, with
         certificate numbers _______, or

         __ to receive Cash in respect of the entire Purchase Price for all
         Notes (or portions thereof) to which this 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"), 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 U.S.
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 U.S. 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 TRANSFER AGENT AND THE ISSUER
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED 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 "U.S.
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. 4.50% Convertible
                  Senior Notes Due 2023 (the "Notes")

                  Reference is hereby made to the Senior Debt Indenture, dated
as of October 20, 2000, as supplemented by the Third Supplemental Indenture
thereto, dated as of March 13, 2003, 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 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
--------------------------------------------------------------------------------
September 15, 2003                             $22.75
--------------------------------------------------------------------------------
March 15, 2004                                 $22.50
--------------------------------------------------------------------------------
September 15, 2004                             $25.72
--------------------------------------------------------------------------------
March 15, 2005                                 $25.72
--------------------------------------------------------------------------------
September 15, 2005                             $25.72
--------------------------------------------------------------------------------
March 15, 2006                                 $26.04
--------------------------------------------------------------------------------
September 15, 2006                             $26.04
--------------------------------------------------------------------------------
March 15, 2007                                 $26.04
--------------------------------------------------------------------------------
September 15, 2007                             $26.40
--------------------------------------------------------------------------------
March 15, 2008                                 $26.40
--------------------------------------------------------------------------------
September 15, 2008                             $26.40
--------------------------------------------------------------------------------
March 15, 2009                                 $26.79
--------------------------------------------------------------------------------
September 15, 2009                             $26.79
--------------------------------------------------------------------------------
March 15, 2010                                 $26.79
--------------------------------------------------------------------------------
September 15, 2010                             $27.22
--------------------------------------------------------------------------------
March 15, 2011                                 $27.22
--------------------------------------------------------------------------------
September 15, 2011                             $27.22
--------------------------------------------------------------------------------
March 15, 2012                                 $27.69
--------------------------------------------------------------------------------
September 15, 2012                             $27.69
--------------------------------------------------------------------------------
March 15, 2013                                 $27.69
--------------------------------------------------------------------------------
September 15, 2013                             $28.21
--------------------------------------------------------------------------------
March 15, 2014                                 $28.21
--------------------------------------------------------------------------------
September 15, 2014                             $28.21
--------------------------------------------------------------------------------
March 15, 2015                                 $28.78
--------------------------------------------------------------------------------
September 15, 2015                             $28.78
--------------------------------------------------------------------------------
March 15, 2016                                 $28.78
--------------------------------------------------------------------------------
September 15, 2016                             $29.40
--------------------------------------------------------------------------------
March 15, 2017                                 $29.40
--------------------------------------------------------------------------------
September 15, 2017                             $29.40
--------------------------------------------------------------------------------
March 15, 2018                                 $30.09
--------------------------------------------------------------------------------
September 15, 2018                             $30.09
--------------------------------------------------------------------------------
March 15, 2019                                 $30.09
--------------------------------------------------------------------------------
September 15, 2019                             $30.85
--------------------------------------------------------------------------------
March 15, 2020                                 $30.85
--------------------------------------------------------------------------------
September 15, 2020                             $30.85
--------------------------------------------------------------------------------
March 15, 2021                                 $31.69
--------------------------------------------------------------------------------
September 15, 2021                             $31.69
--------------------------------------------------------------------------------
March 15, 2022                                 $31.69
--------------------------------------------------------------------------------
September 15, 2022                             $32.61
--------------------------------------------------------------------------------
March 15, 2023                                 $2,763.32
--------------------------------------------------------------------------------


* 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.