INTERPUBLIC GROUP OF COMPANIES INC
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>ex10-6_0211.txt
<TEXT>
                                                                  [Exhibit 10.6]

                                                                  EXECUTION COPY


                                    AMENDMENT

                  AMENDMENT dated as of December 31, 2002 to the Note Purchase
Agreement dated as of August 18, 1997 between The Interpublic Group of
Companies, Inc. (the "Company") and The Prudential Insurance Company of America,
as amended (the "Agreement"). Capitalized terms used but not defined herein are
used with the meanings given to those terms in the Agreement and the Notes (as
defined below). The persons listed below as Holders hold at least 66-2/3% of the
aggregate outstanding principal amount of 8.59% Senior Notes due 2007 issued
pursuant to the Agreement (the "Notes").

                  1. The Company and the undersigned Holders hereby agree to the
following amendments to the Agreement, in accordance with subsection 5H of
Paragraph 5 of the Agreement:

                  (a) Subsection 5H of Paragraph 5 of the Agreement is amended
     in full to read as follows:

                           "5H. Automatic Amendments.

                           (i) So long as Standard & Poor's' and Moody's
                  Investors Service, Inc.'s ratings for the Company's long-term
                  senior unsecured debt are at least BBB- and Baa3, respectively
                  (and, if such ratings are BBB- and Baa3, respectively, they
                  are not the subject of a credit watch with negative outlook),
                  the covenants contained in Sections 6G, 6H, 6I and 6J shall,
                  automatically and without further action by the Company
                  (except as set forth below) or the Holders, be amended to
                  reflect (a) any amendments or new provisions that make the
                  terms of any corresponding covenants contained in the Citibank
                  Agreements, or in any credit agreement that replaces either or
                  both of the Citibank Agreements in its or their entirety, less
                  restrictive and (b) the elimination in whole or in part of
                  such covenants in the Citibank Agreements or any such
                  replacement agreement. Any such automatic amendment to this
                  Agreement shall be effective as of the date of, and upon
                  delivery by the Company to the Holders of an executed copy of,
                  any amendment or agreement referenced in clause (a) or (b)
                  above. As promptly as practicable, but in no event more than
                  10 Business Days, following receipt by the Holders of a
                  written request by the Company together with a true and
                  correct copy of any such amendment or agreement and a proposed
                  draft of the corresponding amendment to this Agreement, the
                  Required Holders and the Company shall execute a written
                  amendment to this Agreement (in form and substance reasonably
                  acceptable to the Required Holders and the Company)
                  incorporating the terms of any such automatic amendment
                  effective as of the date of such automatic amendment.

                           (ii) Until Standard & Poor's' and Moody's Investors
                  Service, Inc.'s ratings for the Company's long-term senior
                  unsecured debt are at least BBB and Baa2, respectively (and,
                  if such ratings are BBB and Baa2, respectively, they are not
                  the subject of a credit watch with negative outlook), in the
                  event any of the financial covenants set forth in Section 5.03
                  of each of the Citibank Agreements as of December 31, 2002 is
                  amended in any manner to make such financial covenant more
                  restrictive, such financial covenant shall, automatically and
                  without further action by the Company or the Holders, be
                  included as a new covenant in this Agreement as of the date of
                  such amendment. As promptly as practicable, but in no event
                  more than 10 Business Days, following receipt by the Holders
                  of a written request by the Company together with a true and
                  correct copy of any such amendment to the Citibank Agreements
                  and a proposed draft of the corresponding amendment to this
                  Agreement, the Required Holders and the Company shall execute
                  a written amendment to this Agreement (in form and substance
                  reasonably acceptable to the Required Holders and the Company)
                  incorporating such new financial covenant herein effective as
                  of the date of such automatic amendment."

                  (b) Paragraph 5 of the Agreement is amended by adding to the
     end thereof a new subsection 5I to read as follows"

                           "5I. New Credit Facility. On or prior to April 15,
                  2003, if a Proceeds Target has not occurred, the Company shall
                  enter into a commitment letter providing for a new credit
                  facility for a term of no less than 364 days, containing
                  financial covenants no more restrictive than the financial
                  covenants contained in this Agreement as of December 31, 2002,
                  which will be available beginning May 15, 2003 to finance any
                  of the Company's payment obligations arising under the put
                  option exercisable on December 14, 2003 in accordance with the
                  terms of the Zero-Coupon Notes."

                  (c) Subsection 6A of Paragraph 6 of the Agreement is amended
     in full to read as follows:

                           "6A. Cash Flow to Total Borrowed Funds. The Company
                  will not permit the ratio of Cash Flow to Total Borrowed Funds
                  to be less than (i) 0.22 for the consecutive four quarters
                  ended December 31, 2002, (ii) 0.20 for the consecutive four
                  quarters ending March 31, 2003, (iii) 0.17 for the consecutive
                  four quarters ending June 30, 2003, (iv) 0.16 for the
                  consecutive four quarters ending September 30, 2003, (v) 0.21
                  for the consecutive four quarters ending December 31, 2003 or
                  (vi) 0.25 for any consecutive four quarters ending on or after
                  March 31, 2004, in each case, such ratio to be calculated at
                  the end of each fiscal quarter, on a trailing four quarter
                  basis."

                  (d) Subsection 6B of Paragraph 6 of the Agreement is amended
     in full to read as follows:

                           "6B. Total Borrowed Funds to Consolidated Net Worth.
                  The Company will not permit Total Borrowed Funds to exceed (i)
                  117% of Consolidated Net Worth at the end of the quarter ended
                  December 31, 2002, (ii) 111% of Consolidated Net Worth at the
                  end of the quarter ending March 31, 2003, (iii) 104% of
                  Consolidated Net Worth at the end of each of the quarters
                  ending June 30, 2003 and September 30, 2003, (iv) 95% of
                  Consolidated Net Worth at the end of the quarter ending
                  December 31, 2003 or (v) 85% of Consolidated Net Worth at the
                  end of any quarter ending on or after March 31, 2004."

                  (e) Subsection 6F of Paragraph 6 of the Agreement is amended
     in full to read as follows:

                           "6F. Related Amendments. The Company will not amend,
                  modify or change in any manner the Five-Year Citibank
                  Agreement (or any credit agreement with one or more commercial
                  banks that replaces the Five-Year Citibank Agreement and
                  provides for a revolving credit facility for a term of more
                  than 364 days), the 364-Day Citibank Agreement (or any credit
                  agreement with one or more commercial banks that replaces the
                  364-Day Citibank Agreement and provides for a revolving credit
                  facility for a term of no less than 6 months and no more than
                  2 years) or any other long-term Debt of the Company (excluding
                  the Notes), in each case (i) to amend any of the covenants
                  therein in a manner that results in covenants more restrictive
                  than those contained in such agreements or instruments as of
                  December 31, 2002 (unless the same covenants in this
                  Agreement, if any, are similarly amended), (ii) until Standard
                  & Poor's' and Moody's Investors Service, Inc.'s ratings for
                  the Company's long-term senior unsecured debt are at least BBB
                  and Baa2, respectively (and, if such ratings are BBB and Baa2,
                  respectively, they are not the subject of a credit watch with
                  negative outlook), include any new covenant therein that is
                  not contained in such agreements or instruments as of December
                  31, 2002 (unless the same new covenant is included in this
                  Agreement with terms no more restrictive than those of such
                  new covenant in any such agreement or instrument) or (iii)
                  until the Super Proceeds Target and the Zero-Coupon Notes
                  Target are met, to shorten the maturity or amortization
                  thereof, provided that the Company shall in no event shorten
                  the maturity or amortization thereof to a date prior to July
                  31, 2005, or prepay with cash or Debt any amounts under the
                  foregoing (other than (x) in connection with a refinancing
                  thereof with Debt having a maturity no sooner than the
                  maturity of such refinanced Debt or (y) prepayments pursuant
                  to the terms of the Citibank Agreements); it being understood
                  that the Company shall be permitted to make any such
                  prepayment with capital stock of the Company."

                  (f) Subsection 6G of Paragraph 6 of the Agreement is amended
     in full to read as follows:

                           "6G. Acquisitions. Except as set forth on Schedule
                  6G, and except for required payments, or optional payments
                  made in lieu of required payments when in the best interest of
                  the Company (as determined in good faith by the appropriate
                  officers of the Company), pursuant to agreements relating to
                  purchases and acquisitions entered into prior to January 31,
                  2003, the Company will not purchase or otherwise acquire all
                  or substantially all of the assets, or a business unit or
                  division, of any Person except to the extent that (i) the
                  consideration of such purchase or acquisition consists solely
                  of capital stock of the Company or (ii) the cash consideration
                  of all such purchases and acquisitions shall not exceed (a)
                  $15,000,000 in the aggregate for any calendar year or (b) if
                  the Proceeds Target is met, $25,000,000 in the aggregate for
                  any calendar year or (c) if the Super Proceeds Target and the
                  Zero-Coupon Notes Target are met, $100,000,000 in the
                  aggregate for any calendar year; provided that, if for any
                  calendar year, the cash amount permitted above for such
                  calendar year exceeds the aggregate cash consideration of such
                  purchases and acquisitions for such calendar year, the Company
                  and its Subsidiaries shall be permitted to make cash payments
                  in respect of purchases and acquisitions in the immediately
                  succeeding calendar year, in addition to the cash amounts
                  permitted above for such succeeding calendar year, equal to
                  the amount of such excess."

                  (g) Subsection 6H of Paragraph 6 of the Agreement is amended
     in full to read as follows:

                           "6H. Restricted Payments. The Company will not
                  declare or pay any dividends, purchase, redeem, retire,
                  defease or otherwise acquire for value any shares of its
                  common stock now or hereafter outstanding, return any capital
                  to its stockholders as such, or make any distribution of
                  assets, equity interests, obligations or securities to its
                  stockholders as such (any of the foregoing, a "Restricted
                  Payment"), except that, so long as no Default or Event of
                  Default shall have occurred and be continuing at the time of
                  any action described in clause (i), (ii), (iii), (iv) or (v)
                  below or would result therefrom, the Company may (i) declare
                  and pay dividends and distributions payable only in common
                  stock of the Company, (ii) purchase, redeem, retire, defease
                  or otherwise acquire shares of its capital stock (a) with the
                  proceeds received contemporaneously from the issue of new
                  shares of its capital stock with equal or inferior voting
                  powers, designations, preferences and rights or (b) in
                  connection with the exercise of options by the employees of
                  the Company or its Subsidiaries, (iii) issue preferred stock
                  (or the right to purchase preferred stock) of the Company in
                  connection with a stockholders' rights plan, (iv) make
                  Restricted Payments in an aggregate amount from and after the
                  date the Proceeds Target is met of not more than $25,000,000
                  in any calendar year and (v) from and after the date the Super
                  Proceeds Target and the Zero-Coupon Notes Target are met and
                  EBITDA for the four fiscal quarters most recently ended is at
                  least (a) $1,000,000,000, make Restricted Payments in an
                  aggregate amount of not more than $100,000,000 in any calendar
                  year, (b) $1,200,000,000, make Restricted Payments in an
                  aggregate amount of not more than $150,000,000 in any calendar
                  year or (c) $1,300,000,000, make Restricted Payments without
                  limitation.

                  (h) Paragraph 6 of the Agreement is amended by adding to the
     end thereof new subsections 6I and 6J to read as follows:

                           "6I. Capital Expenditures. The Company will not, and
                  will not permit any of its Consolidated Subsidiaries to, make
                  any Capital Expenditures that would cause the aggregate of all
                  such Capital Expenditures made by the Company and its
                  Consolidated Subsidiaries to exceed $175,000,000 in any
                  calendar year; provided that, if for any calendar year, the
                  amount permitted above for such calendar year exceeds the
                  Capital Expenditures made in such year, the Company and its
                  Consolidated Subsidiaries shall be entitled to make Capital
                  Expenditures in the immediately succeeding calendar year in an
                  amount equal to the sum of (i) $175,000,000 and (ii) the
                  lesser of (a) such excess and (b) $40,000,000. For purposes of
                  this paragraph 6I, "Capital Expenditures" shall mean, for any
                  period, the sum of, without duplication, (A) all expenditures
                  made, directly or indirectly, during such period for
                  equipment, fixed assets, real property or improvements, or for
                  replacements or substitutions therefor or additions thereto,
                  that have been or should be, in accordance with generally
                  accepted accounting principals, reflected as additions to
                  property, plant or equipment on a consolidated balance sheet
                  of a Person or have a useful life of more than one year plus
                  (B) the aggregate principal amount of all Debt (including
                  Capitalized Lease Obligations) assumed or incurred in
                  connection with any such expenditures.

                           6J. Subsidiary Debt. The Company will not permit any
                  of its Consolidated Subsidiaries to create or suffer to exist
                  any Debt other than (without duplication) (i) Debt owed to the
                  Company or to a Consolidated Subsidiary of the Company, (ii)
                  Debt existing as of December 31, 2002 and described on
                  Schedule 6J hereto (the "Existing Debt"), and any Debt
                  extending the maturity of, or refunding or refinancing, in
                  whole or in part, the Existing Debt, provided that the
                  principal amount of such Existing Debt shall not be increased
                  above the principal amount thereof outstanding immediately
                  prior to such extension, refunding or refinancing, and the
                  direct and contingent obligors therefor shall not be changed,
                  as a result of or in connection with such extension, refunding
                  or refinancing, (iii) Debt secured by Liens permitted by
                  paragraph 6D, (iv) unsecured Debt incurred in the ordinary
                  course of business of the Company's Consolidated Subsidiaries
                  organized outside the United States, (v) book overdraft
                  amounts outstanding at any time, and (vi) unsecured Debt
                  incurred in the ordinary course of business of the Company's
                  Consolidated Subsidiaries organized in the United States in an
                  aggregate amount at any time outstanding of not more than
                  $25,000,000; provided, that the foregoing limitations shall
                  not be effective as to any such Subsidiary that has entered
                  into a guaranty for the benefit of the Holders of all payment
                  obligations of the Company under this Agreement."

                  (i) Subsection 7A(v) of Paragraph 7 of the Agreement is
     amended by inserting the phrase "5I," immediately preceding the phrase "6A,
     6B, 6C or 6E".

                  (j) The defined term "Reinvestment Yield" in Subsection 10A of
     Paragraph 10 of the Agreement is amended by inserting the phrase "0.50%
     plus" immediately preceding the phrase "the yield to maturity implied by".

                  (k) Each of the defined terms "Cash Flow" and "Consolidated
     Net Worth" in Subsection 10B of Paragraph 10 of the Agreement is amended in
     full to read as follows:

                           "Cash Flow" shall mean the sum of net income,
                  depreciation expenses, amortization costs and changes in
                  deferred taxes plus to the extent deducted in the calculation
                  of net income for any period (i) post-retirement and
                  post-employment benefit costs recognized prior to the period
                  in which such benefits are paid, (ii) non-cash charges related
                  to investment impairment and write-offs of uncollectible debt
                  incurred by the Company in an aggregate amount of no more than
                  $28,600,000 with respect to the fiscal quarter ended June 30,
                  2002 or prior periods on a cumulative basis and (iii)
                  non-cash, non-recurring charges in an amount not to exceed
                  $500,000,000 taken by the Company in accordance with generally
                  accepted accounting principles (a) with respect to the
                  impairment of the assets of Brands Hatch Leisure Limited,
                  Octagon Worldwide Limited and Octagon Worldwide Inc. and their
                  respective Subsidiaries, in the fiscal year ended December 31,
                  2002 (which shall be allotted to each of the fiscal quarters
                  of 2002 in a schedule to be delivered to the Holders on or
                  prior to March 31, 2003) and in the fiscal quarter ending
                  March 31, 2003 and (b) with respect to all such other charges,
                  in the fiscal year ended December 31, 2002 (which shall be
                  allotted to each of the fiscal quarters of 2002 in a schedule
                  to be delivered to the Holders on or prior to March 31, 2003).

                           "Consolidated Net Worth" shall mean, at any date, the
                  consolidated stockholders' equity of the Company and its
                  Consolidated Subsidiaries as such appear on the financial
                  statements of the Company determined in accordance with
                  generally accepted accounting principles, without taking into
                  account the effect of cumulative translation adjustments, plus
                  (i) any amount by which retained earnings has been reduced by
                  reason of the recognition of post-retirement and
                  post-employment benefit costs prior to the period in which
                  such benefits are paid and (ii) to the extent such charge
                  occurred during the four fiscal quarters ended immediately
                  prior to the applicable measurement date, non-cash,
                  non-recurring charges in an amount not to exceed $500,000,000
                  taken (a) with respect to the impairment of the assets of
                  Brands Hatch Leisure Limited, Octagon Worldwide Limited and
                  Octagon Worldwide Inc. and their respective Subsidiaries, in
                  the fiscal year ended December 31, 2002 (which shall be
                  allotted to each of the fiscal quarters of 2002 in a schedule
                  to be delivered to the Holders on or prior to March 31, 2003)
                  and in the fiscal quarter ending March 31, 2003 and (b) with
                  respect to all such other charges, in the fiscal year ended
                  December 31, 2002 (which shall be allotted to each of the
                  fiscal quarters of 2002 in a schedule to be delivered to the
                  Holders on or prior to March 31, 2003), in each case
                  determined in accordance with generally accepted accounting
                  principles for such period.

                  (l) Subsection 10B of Paragraph 10 of the Agreement is amended
     to include the following defined terms:

                           "364-Day Citibank Agreement" shall mean the Company's
                  364-Day Credit Agreement with Citibank, N.A., as agent, and
                  the other lenders party thereto, dated as of May 16, 2002, as
                  amended and supplemented and in effect from time to time.

                           "Citibank Agreements" shall mean, collectively, the
                  Five-Year Citibank Agreement and the 364-Day Citibank
                  Agreement.

                           "EBITDA" shall mean, for any period, net income (or
                  net loss) plus the sum of (i) interest expense, (ii) income
                  tax expense, (iii) depreciation expense, (iv) amortization
                  expense and (v) non-cash, non-recurring charges in an amount
                  not to exceed $500,000,000 taken (a) with respect to the
                  impairment of the assets of Brands Hatch Leisure Limited,
                  Octagon Worldwide Limited and Octagon Worldwide Inc. and their
                  respective Subsidiaries, in the fiscal year ended December 31,
                  2002 (which shall be allotted to each of the fiscal quarters
                  of 2002 in a schedule to be delivered to the Holders on or
                  prior to March 31, 2003) and in the fiscal quarter ending
                  March 31, 2003 and (b) with respect to all such other charges,
                  in the fiscal year ended December 31, 2002 (which shall be
                  allotted to each of the fiscal quarters of 2002 in a schedule
                  to be delivered to the Holders on or prior to March 31, 2003),
                  in each case determined in accordance with generally accepted
                  accounting principles for such period.

                           "Five-Year Citibank Agreement" shall mean the
                  Company's Five-Year Credit Agreement with Citibank, N.A., as
                  agent, and the other lenders party thereto, dated as of June
                  27, 2000, as amended and supplemented and in effect from time
                  to time.

                           "Net Cash Proceeds" shall mean, with respect to any
                  sale, lease, transfer or other disposition of any asset by the
                  Company or any of its Subsidiaries or the incurrence or
                  issuance of any Debt in the capital markets having neither a
                  put exercisable, nor a maturity, earlier than July 31, 2005 or
                  the sale or issuance of any equity interests by the Company,
                  the aggregate amount of cash received by the Company and its
                  Subsidiaries in connection with such transaction after
                  deducting therefrom only (without duplication) (i) reasonable
                  and customary brokerage commissions, underwriting fees and
                  discounts, legal fees, finder's fees and other similar fees
                  and commissions, (ii) the amount of estimated incremental
                  taxes payable in connection with or as a result of such
                  transaction and (iii) the amount of any Debt secured by a Lien
                  on such asset that, by the terms of the agreement or
                  instrument governing such Debt, is required to be repaid upon
                  such disposition, in each case to the extent, but only to the
                  extent, that the amounts so deducted are, at the time of
                  receipt of such cash, actually paid or payable to a Person
                  that is not an Affiliate of the Company and are properly
                  attributable to such transaction or to the asset that is the
                  subject thereof, as determined by an appropriate officer of
                  the Company.

                           "Proceeds Target" shall mean the receipt by the
                  Company and its Subsidiaries, from and after December 31,
                  2002, of Net Cash Proceeds of not less than $400,000,000 in
                  the aggregate from a combination of one or more transactions
                  involving the sale, lease, transfer or other disposition of
                  any asset by the Company or any of its Subsidiaries or the
                  incurrence or issuance of any Debt in the capital markets
                  having neither a put exercisable, nor a maturity, earlier than
                  July 31, 2005 or the sale or issuance of any equity interests
                  by the Company or any of its Subsidiaries.

                           "Super Proceeds Target" shall mean the receipt by the
                  Company and its Subsidiaries, from and after December 31,
                  2002, of Net Cash Proceeds of not less than $600,000,000 in
                  the aggregate from a combination of one or more transactions
                  involving the sale, lease, transfer or other disposition of
                  any asset by the Company or any of its Subsidiaries or the
                  incurrence or issuance of any Debt in the capital markets
                  having neither a put exercisable, nor a maturity, earlier than
                  July 31, 2005 or the sale or issuance of any equity interests
                  by the Company or any of its Subsidiaries.

                           "Zero-Coupon Notes" shall mean the Zero-Coupon
                  Convertible Senior Notes of the Company due 2021.

                           "Zero-Coupon Notes Target" shall mean not more than
                  $75,000,000 aggregate principal amount is outstanding under
                  the Zero-Coupon Notes.

                  (m) Schedule 6G to the Agreement is amended by replacing it in
     its entirety with the Schedule 6G attached hereto.

                  (n) The Agreement is amended by adding, as a new "Schedule 6J"
     thereto, Schedule 6J attached hereto, in its entirety.

                  (o) From and after December 31, 2002 the interest rate on the
     Notes shall be 9.09% per annum and the interest rate "8.59%" shall be
     deleted each and every time it appears in the Agreement or the Notes and
     replaced with "9.09%." The Company hereby agrees to execute and deliver to
     each Holder who shall request the same, upon surrender to the Company of
     the outstanding Note held by such Holder, a new Note in the same principal
     amount as the surrendered Note, but having an interest rate of 9.09%. Until
     so exchanged, the interest rate on all outstanding Notes shall be deemed to
     be 9.09%, notwithstanding any other interest rate set out in such Note.

                  2. Except as expressly provided herein, the Agreement shall
remain in full force and effect and this Amendment shall not operate as a waiver
of any right, power or remedy of any Holder, nor constitute a waiver of any
provision of the Agreement.

                  3. The Company hereby represents and warrants that:

                  (a) After giving effect to this Amendment, no Default or Event
     of Default will have occurred or be continuing.

                  (b) The Company is a corporation duly organized, validly
     existing and in good standing under the laws of the jurisdiction of its
     organization, and has all corporate powers and all material governmental
     licenses, authorizations, consents and approvals required to carry on its
     business.

                  (c) The execution, delivery and performance by the Company of
     this Amendment, are within the Company's corporate powers, have been duly
     authorized by all necessary corporate action, and do not contravene, or
     constitute a default under, any provision of applicable law or regulation
     or of the certificate of incorporation of the Company or of any judgment,
     injunction, order, decree, material agreement or other instrument binding
     upon the Company or result in the creation or imposition of any Lien on any
     asset of the Company or any of its Consolidated Subsidiaries.

                  (d) No authorization or approval or other action by, and no
     notice to or filing with, any governmental authority or regulatory body or
     any other third party is required for the due execution, delivery and
     performance by the Company of this Amendment.

                  (e) This Amendment has been duly executed and delivered by the
     Company. This Amendment is the legal, valid and binding obligation of the
     Company, enforceable against the Company in accordance with its terms,
     subject to applicable bankruptcy, insolvency, reorganization, moratorium or
     other laws affecting the rights of creditors generally and subject to
     general principles of equity.

                  (f) There is no action, suit, investigation, litigation or
     proceeding pending against, or to the knowledge of the Company, threatened
     against the Company or any of its Consolidated Subsidiaries before any
     court or arbitrator or any governmental body, agency or official in which
     there is a significant probability of an adverse decision that (i) would
     have a material adverse effect on (x) the business, financial condition or
     results of operations of the Company and its Consolidated Subsidiaries
     taken as a whole, (y) the rights and remedies of the Holders under the
     Agreement or any Note or (z) the ability of the Company to perform its
     obligations under the Agreement or any Note or (ii) purports to affect the
     legality, validity or enforceability of this Amendment or the consummation
     of the transactions contemplated hereby.

                  (g) The Restatement Date (as defined in the Citibank
     Agreements) has occurred.

                  4. In consideration for the amendments set forth in Sections
1(c), 1(d) and 1(k), the Company shall pay pro rata to the Holders a fee in an
aggregate amount equal to the product of (x) the aggregate outstanding principal
amount of the Notes and (y) 0.125%.

                  5. The Company agrees to pay all out-of-pocket expenses
incurred by the Holders in connection with this Amendment in accordance with the
terms of Section 11B of the Agreement.

                  6. This Amendment shall be construed and enforced in
accordance with the laws of the State of New York, without regard to conflicts
of law provisions.

                  7. Each of the Holders agrees to keep confidential, in
accordance with Section 11H of the Agreement, all information disclosed by the
Company to the Holders in connection with this Amendment relating to the subject
matter hereof (other than any such information (i) which was publicly known or
otherwise known to such Holder at the time of disclosure, or (ii) which
subsequently becomes publicly known through no act or omission by such Holder).

                  8. This Amendment shall be effective as of the date first
above written and the Agreement shall be deemed amended upon delivery to the
Holders of a fully executed copy of this Amendment and payment of the fee
referred to in Section 4.



<PAGE>


                  IN WITNESS WHEREOF, each of the Company and the undersigned
Holders has caused this Amendment to be executed by its duly authorized
representative as of the date and year first above written.


                                    THE INTERPUBLIC GROUP OF COMPANIES, INC.


                                    By:  /s/ STEVEN BERNS
                                         ----------------
                                    Name:  Steven Berns
                                    Title:  Vice President and Treasurer


                                    HOLDERS:
                                    --------

                                    THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


                                    By:  /s/ CHRISTOPHER CAREY
                                         ---------------------
                                    Name:  Christopher Carey
                                    Title:  Vice President

<PAGE>

                                   Schedule 6G

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

(US$s in Millions)

                                                                                             Estimated Up-Front
                                                                                       Cash Portion of Purchase Price
                                                                                       ------------------------------

      Target Company               Acquiring Agency            Country                           US Dollars
      --------------               ----------------            -------                           ----------


<S>                                <C>                         <C>                                   <C>
      Competence                   FCB                         Brazil                                 0.4

      DLKW                         FCB                         UK                                    10.7

      Idea Azione                  Draft                       Italy                                  2.5

      Marcomm                      Octagon                     USA                                    0.3

      New Time                     McCann                      Brazil                                 0.2

      RGB                          McCann                      Italy                                  0.5

      Satz & Graphik               Lowe Group                  Austria                                1.0

      Try                          Lowe Group                  Norway                                 0.9

      WTA Tier II Event            Octagon                     Belgium                                3.2
                                                                                                     ----
      Total                                                                                          19.7
</TABLE>


<PAGE>



                                   Schedule 6J

                          Consolidated Subsidiary Debt
                               (US$s in Millions)

          Payable to Banks                                      $1,389.6

         Capitalized Leases                                      1,140.0

          Mortgage Payable                                          86.2

     Letters of Credit (Undrawn)                                37,529.2
                                                               ---------
                Total                                          $40,145.1
                                                               =========

</TEXT>
</DOCUMENT>
