For the quarterly period ended March 31, 2001

OR

Commission File Number: 1 -6686

Registrant's telephone number, including area code (212) 399 -8000

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  [X]   No  [  ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock outstanding at April 30, 2001: 317,130,155 shares.

     As discussed in Note (a), the Company's consolidated financial statements and other financial information for prior periods have been restated to reflect the effect of Deutsch, NFO and several other acquisitions accounted for as poolings of interests. The following discussion relates to the combined results of the Company after giving effect to all the pooled companies.

     For purposes of the following discussion, the investment impairment charge in 2001 and the restructuring and other merger related costs in 2000 will be referred to, collectively, as "non -recurring items". The non - -recurring items are described in a subsequent section of this discussion. All amounts discussed below are as reported unless otherwise noted.

     The Company reported a net loss of $38.4 million or $.12 diluted loss per share for the three months ended March 31, 2001. Excluding the impact of non -recurring items, which are discussed below, net income was $65.3 million or $.21 diluted earnings per share, compared to $63.7 million or $.21 diluted earnings per share for the three months ended March 31, 2000.

     The following table sets forth net income and earnings per share before and after non -recurring items:

     Worldwide revenue for the three months ended March 31, 2001 increased $77 million, or 6%, to $1.3 billion compared to the same period in 2000. Domestic revenue increased $38 million or 5.5% during the first quarter of 2001 compared to 2000. International revenue increased $39 million or 7.3% during the first quarter of 2001 compared to 2000. International revenue would have increased 18% excluding the effect of the strengthening of the U.S. dollar. The increase in worldwide revenue is a result of both new business growth and growth from acquisitions. Organic revenue growth, exclusive of acquisitions and currency effects, was 6% for the first quarter of 2001 compared to the prior year quarter.

     Revenue from specialized marketing and communications services, which include, market research, sales promotion, direct marketing, public relations, sports and event marketing, healthcare marketing and e -consultancy and services, comprised approximately 42% of the total worldwide revenue for the three months ended March 31, 2001, compared to 39% for the prior year quarter.

     Worldwide operating expenses for the first quarter 2001, excluding non -recurring items were $1,172 million, an increase of 5.8% over the prior year quarter. This increase is consistent with the 6% increase in revenue for the same period. Salaries and related expenses were $771 million or 59% of revenue for the first quarter of 2001 as compared to $709 million or 58% of revenue for the first quarter of 2000. Office and general expenses were $367 million for the first quarter of 2001 compared to $375 million for the first quarter of 2000.

     Income from operations, excluding non -recurring items, was $130 million for the first quarter of 2001, compared to $117 million for the first quarter of 2000, an increase of 11%. Exclusive of acquisitions, currency effects and amortization of intangible assets, income from operations increased 13% for the first quarter of 2001 compared to the first quarter of 2000.

     Interest expense was $34 million for the first quarter of 2001, compared to $20 million for the prior year quarter. The increase is a result of higher debt levels and higher interest rates.

     Other income, net, which consists of interest income, investment income and net gains from equity investments increased slightly to $18 million for the first quarter of 2001 compared to $17 million for the first quarter of 2000.

     The effective tax rate for the three months ended March 31, 2001 was 20.7%, which reflects the lower tax rate on the investment impairment charge. Excluding the impairment charge, the effective tax rate for the first quarter of 2001 was 41.0% compared to 40.2% in 2000. The difference between the effective and statutory rates is primarily due to state and local taxes and nondeductible goodwill expense.

     During the first quarter of 2001, the Company recorded a $160.1 million pre -tax charge ($103.7 million net of tax) to recognize the impairment of investments primarily in publicly traded companies, including marchFIRST, Inc. (an Internet professional services firm), which had filed for relief under Chapter 11 of the Federal Bankruptcy Code in April 2001. The impairment charge adjusts the carrying value of remaining investments to estimated market value where an "other than temporary" impairment has occurred.

     During the first quarter of 2000, the Company recognized pre -tax restructuring costs of $36.1 million ($20.7 million net of tax) associated with the restructuring of Lowe Lintas & Partners Worldwide ("Lowe Lintas"). The restructuring costs of $36.1 million include cash costs of $20.3 million. The total restructuring was completed by the third quarter of 2000.

     The ratio of current assets to current liabilities was slightly below 1 to 1 at March 31, 2001. Working capital at March 31, 2001 was negative $169 million, a decrease of $89 million from December 31, 2000. Total debt at March 31, 2001 was $2.5 billion, an increase of $526 million from December 31, 2000. Cash flow from operations and availability under existing credit facilities will be the Company's primary source of working capital.

     The transaction is subject to certain conditions, including the receipt of approval from True North's shareholders and applicable regulatory approvals. The Company expects that the transaction will close mid year.

     In connection with the acquisition, restructuring and integration costs will be incurred. These costs will be incurred for employee severance, office reorganization, investment realignment and other integration -related costs. Neither Interpublic nor True North has finalized their estimates of the amount and nature of the restructuring and integration costs. These amounts will be charged to operations in the appropriate periods.

     Forward-looking statements involve inherent risks and uncertainties. Interpublic cautions that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, those associated with the effect of national and regional economic conditions, the ability of Interpublic to attract new clients and retain existing clients, the financial success of the clients of Interpublic, and developments from changes in the regulatory and legal environment for advertising companies around the world, and the successful completion and integration of acquisitions which complement and expand Interpublic's business capabilities.

     Another important factor is Interpublic's acquisition strategy. One of Interpublic's business strategies is to acquire businesses that complement and expand its current business capabilities. Accordingly, Interpublic is usually engaged in evaluating potential acquisition candidates. Interpublic is currently engaged in a number of preliminary discussions that may result in one or more substantial acquisitions. These acquisition opportunities require confidentiality and from time to time give rise to bidding scenarios that require quick responses by Interpublic. Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of the shares of Interpublic.

     Moreover, the success of recent or contemplated future acquisitions will depend on the effective integration of newly-acquired businesses into Interpublic's current activities. Important factors for integration include realization of anticipated synergies and the ability to retain new personnel and clients.

     Investors should evaluate any statements in light of these important factors.

     The Interpublic Group of Companies, Inc. and True North Communications Inc. have filed a proxy statement/prospectus with the Securities and Exchange Commission concerning the proposed merger pursuant to which True North would become a wholly owned subsidiary of Interpublic. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENT TO THAT DOCUMENT BECAUSE THE PROXY STATEMENT/PROSPECTUS CONTAINS, AND ANY AMENDMENT TO THAT DOCUMENT WILL CONTAIN, IMPORTANT INFORMATION ON THE PROPOSED MERGER. Investors and securityholders are able to obtain the proxy statement/prospectus, and will be able to obtain any amendments to that document, free of charge at the SEC's website (ht tp://www.sec.gov/EDGAR), or at the SEC's public reference room located at 450 Fifth Street, NW, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. In addition, documents filed with the SEC by Interpublic and True North may be obtained free of charge by contacting The Interpublic Group of Companies, Inc., 1271 Avenue of the Americas, New York, NY, 10020, Attn: Investor Relations (tel: 212-399-8057), or True North Communications Inc. at 101 East Erie Street, Chicago, IL, 60611, Attn: Corporate Communications (tel: 312-425-6500). INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS, AND ANY AMENDMENTS THERETO, CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION. True North and certain other persons referred to below may be deemed to be participants in the solicitation of proxies of True North's stockholders to approve and adopt the merger agreement with Interpublic. The participants in this solicitation may include the directors and executive officers of True North, who may have an interest in the transaction as a result of holding shares or options of True North. A detailed list of the names and interests of True North's directors and executive officers, and of their ownership interests in True North, is contained and incorporated by reference in the proxy statement/prospectus.

Conversion to the Euro

     On January 1, 1999, certain member countries of the European Union established fixed conversion rates between their existing currencies and the European Union's common currency (the "Euro"). The Company conducts business in member countries. The transition period for the introduction of the Euro is between January 1, 1999, and June 30, 2002. The Company is addressing the issues involved with the introduction of the Euro. The major important issues facing the Company include: converting information technology systems, reassessing currency risk, negotiating and amending contracts, and processing tax and accounting records.

     Based upon progress to date, the Company believes that use of the Euro will not have a significant impact on the manner in which it conducts its business affairs and processes its business and accounting records. Accordingly, conversion to the Euro has not, and is not expected to have a material effect on the Company's financial condition or results of operations.

     The Company's financial market risk arises from fluctuations in interest rates and foreign currencies. Most of the Company's debt obligations are at fixed interest rates. A 10% change in market interest rates would not have a material effect on the Company's pre -tax earnings, cash flows or fair value. At March 31, 2001, the Company had an insignificant amount of foreign currency derivative financial instruments in place. The Company does not hold any financial instrument for trading purposes.

             (1)  On January 2, 2001, a subsidiary of the Registrant acquired 51% of the capital stock of a company in consideration for which Registrant paid $1,603,509 in cash and issued without registration 26,073 shares of the Common Stock, $.10 par value of Registrant (the "Interpublic Stock") to the shareholders of the acquired company. The shares of Interpublic Stock were valued at $1,069,006 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in an "offshore transaction" and solely to "non-U.S. persons" in reliance on Rule 903(b)(3) of Regulation S under the Securities Act of 1933, as amended (the "Securities Act").

           (2)  On January 12, 2001, the Registrant paid $2,488,000 and issued 59,027 shares of Interpublic Stock to the former shareholders of a company, the assets of which were acquired in the second quarter of 1995. This represented a deferred payment of purchase price. The shares of Interpublic Stock were valued at $2,487,000 on the date of issuance. The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholders.

           (3)  On January 4, 2001, the Registrant issued 20,043 shares of Interpublic Stock and paid $2,005,000 in cash to a former shareholder of a company as part of a deferred payment for the remaining 51% of the shares of the company 49% of which was acquired in the first quarter of 1997. The shares of Interpublic Stock were valued at US$786,679 at the date of issuance. The shares of Interpublic Stock were issued by the Registrant without registration in an "off-shore transaction" and solely to "non-US persons" in reliance on Rule 903 (b)(3) of Regulation S under the Securities Act.

           (4)  On January 30, 2001, the Registrant issued 212,667 shares of Interpublic Stock to the former shareholders of a company as part of the initial payment for the remaining 25% of the shares of the company. The shares of Interpublic Stock were valued at US$9,500,000 at the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in an "off shore transaction" and solely to "non-US persons" in reliance on Rule 903(b)(3) of Regulation S under the Securities Act.

           (5)  On February 9, 2001, the Registrant issued 28,638 shares of Interpublic Stock and on February 27, 2001 paid $10,490,222 in cash to the former shareholders of five related companies which were acquired in the first quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $1,180,000 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in an "offshore transaction" and solely to "non-U.S. persons" in reliance on Rule 903(b)(3) of Regulation S under the Securities Act.

           (6)  On February 13, 2001, the Registrant issued 10,116 shares of Interpublic Stock to the former shareholders of a company that was acquired in the first quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $430,973 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholders.

           (7)  On February 16, 2001, the Registrant paid $3,371,000 in cash and issued 53,783 shares of Interpublic Stock to the former shareholders of a company which was acquired in the first quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $2,247,599 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholders.

           (8)  On February 20, 2001, the Registrant issued 15,830 shares of Interpublic Stock and on March 8, 2001 paid $645,703 in cash to the former shareholders of two related companies which were acquired in the fourth quarter of 1998. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $660,428 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in an "offshore transaction" and solely to "non-U.S. persons" in reliance on Rule 903(b)(3) of Regulation S under the Securities Act.

           (9)  On March 1, 2001, the Registrant issued a total of 41,893 shares of Interpublic Stock to the former equity holders of a company which was acquired in the fourth quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $1,696,928 on the date of issuance. The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former equity holders.

           (10)  On March 7, 2001, the Registrant issued 1,627 shares of Interpublic Stock to the former shareholders of a company which was acquired in the second quarter of 1999. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $66,461 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholders.

           (11)  On March 15, 2001, the Registrant acquired the remaining 20% of the capital stock of a company in consideration for which the Registrant paid $4,671,985 in cash and issued a total of 80,109 shares of Interpublic Stock to the security holders of the company. The shares of Interpublic Stock had a market value of $3,114,657 on the date of issuance. The Registrant acquired 80% of this company in the second quarter of 1999.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's security holders.

           (12)  On March 15, 2001, the Registrant issued 23,106 shares of Interpublic Stock to the former shareholder of a company which was acquired in the fourth quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $860,000 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in an "offshore transaction" and solely to "non-U.S. persons" in reliance on Rule 903(b)(3) of Regulation S under the Securities Act.

           (13)  On March 19, 2001, the Registrant issued 33,785 shares of Interpublic Stock to a former shareholder of a company that was acquired in the fourth quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock had a market value of $1,258,166 as of the date of issuance. The shares of Interpublic Stock were issued by the Registrant without registration in an "offshore transaction" and solely to a "non-U.S. person" in reliance on Rule 903(b)(3) of Regulation S under the Securities Act.

            (14)  On March 27, 2001, the Registrant paid $806,000 in cash and issued 2,482 shares of Interpublic Stock to a company, the assets of which were acquired in the first quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $90,000.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholder.

           (15)  On March 29, 2001, the Registrant issued 50,794 shares of Interpublic Stock and paid $1,032,192 in cash for the acquisition from shareholders of the remaining minority interests of a company. Such acquisition was consummated in the third quarter of 2000. The shares of Interpublic Stock were valued at $2,242,873 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's minority stockholders.

           (16)  On March 29, 2001, the Registrant issued 31,340 shares of Interpublic Stock to the former shareholders of a company which was acquired in the second quarter of l999. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $1,104,101 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholders.

            (17)  On March 30, 2001, the Registrant issued 54,258 shares of Interpublic Stock and paid $1,829,038 to the former shareholder of a company that was acquired in the first quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $1,829,038 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholder.

           (18)  On March 30, 2001, the Registrant paid $5,138,970 in cash, and effective March 31, 2001 issued an aggregate of 149,267 shares of Interpublic Stock to the former shareholders of a company which was acquired in the fourth quarter of 1999. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $5,138,970.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholders.

           (19)  On March 30, 2001 the Registrant issued 4,427 shares of Interpublic Stock to the former shareholders of a company which was acquired in the first quarter of l998. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $148,436 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholders.

           (20)  On March 30, 2001, the Registrant issued 6,594 shares of Interpublic Stock to the former shareholders of a company which was acquired in the second quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $238,926 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in an "offshore transaction" and solely to "non-U.S. persons" in reliance on Rule 903(b)(3) of Regulation S under the Securities Act.

           (21)  On March 30, 2001, the Registrant issued 10,953 shares of Interpublic Stock to the former shareholders of a company which was acquired in the last quarter of l998. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $395,191 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholders.

           (22)  On March 30, 2001, the Registrant issued 1,472 shares of Interpublic Stock to the former shareholders of a company which was acquired in the third quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $50,000 on the date of issuance.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholders.

           (23)  On March 31, 2001, the Registrant issued an aggregate of 1,962 shares of Interpublic Stock to the former shareholders of a company which was acquired in the first quarter of 2000. This represented a deferred payment of the purchase price. The shares of Interpublic Stock were valued at $65,802.

The shares of Interpublic Stock were issued by the Registrant without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired company's former stockholders.

EMPLOYMENT AGREEMENT

                    AGREEMENT made as of January 1, 2001 by and between THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (" Interpublic" or the "Corporation"), and FRANK B. LOWE ("Executive").

                    In consideration of the mutual promises set forth herein the parties hereto agree as follows:

ARTICLE I

               1.01  Subject to the provisions of Article VII and Article VIII, and upon the terms and subject to the conditions set forth herein, the Corporation will employ Executive for the period beginning January 1, 2001 ("Commencement Date") and ending on December 31, 2005. (The period during which Executive is employed hereunder is referred to herein as the "term of employment.") Executive will serve the Corporation during the term of employment.

ARTICLE II

               2.01  During the term of employment, Executive will:

               3.01  The Corporation will compensate Executive for the duties performed by him hereunder, by payment of a base salary at the rate of One Million United States Dollars ($1,000,000) per annum, payable in equal installments, which the Corporation shall pay at semi-monthly intervals, subject to customary withholding for federal, state and local taxes. In addition, the Corporation will make a payment of Two Hundred Thousand United States Dollars ($200,000) per year pursuant to an Executive Special Benefit Agreement to be entered into between the Executive and Interpublic. In addition, the Executive Severance Agreement, dated January 1, 1998 between the Executive and the Corporation ("ESA") will remain in full force and effect during the term of employment.

               3.02  The Corporation may at any time increase the compensation paid to Executive under this Article III if the Corporation in its sole discretion shall deem it advisable so to do in order to compensate him fairly for services rendered to the Corporation.

ARTICLE IV

               4.01  Executive will be eligible during the term of employment to participate in the Management Incentive Compensation Plan ("MICP"), in accordance with the terms and conditions of the Plan established from time to time, and appropriate for an executive holding such a position.

               4.02  As soon as administratively feasible after full execution of this Agreement, Interpublic will use its best efforts to have the Compensation Committee of its Board of Directors ("Committee") grant Executive an additional award for the 2000-2002 performance period under Interpublic's Long Term Performance Incentive Plan ("LTPIP") equal to Two Thousand (2,000) performance units tied to the cumulative compound profit growth of Lowe Lintas and options under Interpublic's Stock Incentive Plan to purchase Twenty Thousand (20,000) shares of Interpublic common stock which may not be exercised in any part prior to the end of the performance period and thereafter shall be exercisable in whole or in part.

               4.03  As soon as administratively feasible after full execution of this Agreement, Interpublic will use its best efforts to have the Committee grant Executive an award for the 2001-2004 performance period under the LTPIP equal to Eleven Thousand (11,000) performance units tied to the cumulative compound profit growth of Octagon and options under Interpublic's Stock Incentive Plan to purchase Sixty-Five Thousand (65,000) shares of Interpublic common stock which may not be exercised in any part prior to the end of the performance period and thereafter shall be exercisable in whole or in part.

               4.04  Executive has previously been granted an award under Interpublic's 1999-2002 LTPIP equal to Three Thousand (3,000) units tied to the cumulative compound profit growth of Octagon 2000.

               5.01   As soon as administratively feasible after full execution of this Agreement, Interpublic will use its best efforts to have the Compensation Committee of its Board of Directors ("Committee") grant to Executive One Hundred Thousand (100,000) shares of Interpublic Common Stock which will be subject to a four year vesting restriction.

               5.02  As soon as administratively feasible after full execution of this Agreement, Interpublic will use its best efforts to have the Committee grant to Executive options to purchase One Hundred Fifty Thousand (150,000) shares of Interpublic Common Stock, which will be subject to all the terms and conditions of the Interpublic Stock Incentive Plan. Forty percent (40%) of the options will be exercisable after the third anniversary of the date of grant, thirty percent (30%) will be exercisable after the fourth anniversary and thirty percent (30%) will be exercisable after the fifth anniversary of the date of grant through the tenth anniversary of the date of grant.

               5.03  As soon as administratively feasible after full execution of this Agreement, Interpublic will use its best efforts to have the Committee grant to Executive options to purchase Thirty-Five Thousand (35,000) shares of Interpublic Common Stock, which will be fully exercisable on January 1, 2005.

ARTICLE VI

               6.0  Executive shall be eligible to participate in such other employee benefits as are available from time to time to other key management executives of Interpublic in accordance with the then-current terms and conditions established by Interpublic for eligibility and employee contributions required for participation in such benefits opportunities.

               6.02  Executive shall be entitled to an automobile allowance of Ten Thousand Dollars ($10,000) per annum.

               6.03  Executive shall remain a member of the Interpublic Development Council.

ARTICLE VII

               7.01  The Corporation may terminate the employment of Executive hereunder:

               During the termination period provided in subsection (i), or in the case of a termination under subsection (ii) providing for a termination period of less than twelve (12) months, for a period of twelve (12) months after the termination notice, Executive will be entitled to receive all employee benefits accorded to him prior to termination which are made available to employees generally; provided, that such benefits shall cease upon such date that Executive accepts employment with another employer offering similar benefits. In addition, in the event of a termination pursuant to subsection (i) or (ii), Executive will be entitled to a pro-rata portion of his LTPIP entitlements, restricted stock grants and stock option grants. Such pro-ration shall be in accordance with Interpublic's standard policies and practices in such cases.

               7.02  Notwithstanding the provisions of Section 7.01, during the period of notice of termination, Executive will use reasonable, good faith efforts to obtain other employment reasonably comparable to his employment under this Agreement. Upon obtaining other employment (including work as a consultant, independent contractor or establishing his own business), Executive will promptly notify the Corporation, and (a) in the event that Executive's salary and other non-contingent compensation ("new compensation") payable to Executive in connection with his new employment shall equal or exceed the salary portion of the amount payable by the Corporation under Section 7.01, the Corporation shall be relieved of any obligation to make payments under Section 7.01, or (b) in the event Executive's new compensation shall be less than the salary portion of payments to be made under Section 7.01, the Corporation will pay Executive the difference between such payments and the new compensation.

               7.03  Executive may at any time give notice in writing to the Corporation specifying a termination date not less than twelve (12) months after the date on which such notice is given, in which event his employment hereunder shall terminate on the date specified in such notice, and Executive shall receive his salary until the termination date.

               7.04  Notwithstanding the provisions of Section 7.01, the Corporation may terminate the employment of Executive hereunder, at any time after the Commencement Date, for Cause. For purposes of this Agreement, "Cause" means the following:

               Upon a termination for Cause, the Corporation shall pay Executive his salary through the date of termination of employment, and Executive shall not be entitled to any Special Bonus or Performance Bonus with respect to the year of termination, or to any other payments hereunder.

               7.05  If Executive dies before December 31, 2005, his employment hereunder shall terminate on the date of his death.

ARTICLE VIII

               8.01  While Executive is employed hereunder by the Corporation he shall not, without the prior written consent of the Corporation, which will not be unreasonably withheld, engage, directly or indirectly, in any other trade, business or employment, or have any interest, direct or indirect, in any other business, firm or corporation; provided, however, that he may continue to own or may hereafter acquire any securities of any class of any publicly-owned company as well as investments in other entities that are held for investment purposes only provided that such entities are not in competition with the Corporation and that investment in such entities does not create a conflict of interest on his part of Executive.

               8.02  Executive shall treat as confidential and keep secret the affairs of the Corporation and shall not at any time during the term of employment or thereafter, without the prior written consent of the Corporation, divulge, furnish or make known or accessible to, or use for the benefit of, anyone other than the Corporation and its subsidiaries and affiliates any information of a confidential nature relating in any way to the business of the Corporation or its subsidiaries or affiliates or their clients and obtained by him in the course of his employment hereunder.

               8.03  All records, papers and documents kept or made by Executive relating to the business of the Corporation or its subsidiaries or affiliates or their clients shall be and remain the property of the Corporation.

               8.04  All articles invented by Executive, processes discovered by him, trademarks, designs, advertising copy and art work, display and promotion materials and, in general, everything of value conceived or created by him pertaining to the business of the Corporation or any of its subsidiaries or affiliates during the term of employment, and any and all rights of every nature whatever thereto and which are not in the public domain, shall immediately become the property of the Corporation, and Executive will assign, transfer and deliver all patents, copyrights, royalties, designs and copy, and any and all interests and rights whatever thereto and thereunder to the Corporation.

               8.05  Following the termination of Executive's employment hereunder for any reason, Executive shall not for a period of two (2) years from such termination, (a) solicit any employee of the Corporation, Interpublic or any affiliated company of Interpublic to leave such employ to enter the employ of Executive or of any person, firm or corporation with which Executive is then associated or (b) solicit or handle on Executive's own behalf or on behalf of any other person, firm or corporation, the event marketing, public relations, advertising, sales promotion or market research business of any person or entity which is a client of the Corporation at the time of termination of employment.

               8.06  If at the time of enforcement of any provision of this Agreement, a court shall hold that the duration, scope or area restriction of any provision hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration, scope or area reasonable under the circumstances shall be substituted by the court for the stated duration, scope or area.

               8.07  Executive acknowledges that a remedy at law for any breach or attempted breach of Article VIII of this Agreement will be inadequate, and agrees that the Corporation shall be entitled to specific performance and injunctive and other equitable relief in the case of any such breach or attempted breach.

               8.08  Executive represents and warrants that neither the execution and delivery of this Employment Agreement nor the performance of Executive's services hereunder will conflict with, or result in a breach of, any agreement to which Executive is a party or by which he may be bound or affected, in particular the terms of any employment agreement to which Executive may be a party. Executive further represents and warrants that he has full right, power and authority to enter into and carry out the provisions of this Employment Agreement.

               9.01  Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, including claims involving alleged legally protected rights, such as claims for age discrimination in violation of the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act, as amended, and all other federal and state law claims for defamation, breach of contract, wrongful termination and any other claim arising because of Executive's employment, termination of employment or otherwise, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and Section 12.01 hereof, and judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in any of the cities where Executive customarily renders services to the Corporation. The prevailing party in any such arbitration shall be entitled to receive attorney's fees and costs.

               10.01  This Agreement shall be binding upon and enure to the benefit of the successors and assigns of the Corporation. Neither this Agreement nor any rights hereunder shall be assignable by Executive and any such purported assignment by him shall be void.

ARTICLE XI

               11.01  This Agreement (and the ESA) constitutes the entire understanding between the Corporation and Executive concerning his employment by the Corporation or any of its parents, affiliates or subsidiaries and supersedes any and all previous agreements between Executive and the Corporation or any of its parents, affiliates or subsidiaries concerning such employment, and/or any compensation or bonuses. Each party hereto shall pay its own costs and expenses (including legal fees) incurred in connection with the preparation, negotiation and execution of this Agreement. This Agreement may not be changed orally.

               12.01  The Agreement shall be governed by and construed in accordance with the laws of the State of New York.