Sample Business Contracts


Executive Severance Agreement - Interpublic Group of Companies Inc. and James R. Heekin

Free Change in Control Forms


                          EXECUTIVE SEVERANCE AGREEMENT
                            ------------------------


          This AGREEMENT  ("Agreement") dated January 1, 1998 by and between The
Interpublic Group of Companies,  Inc.  ("Interpublic"),  a Delaware  corporation
(Interpublic and its subsidiaries  being referred to herein  collectively as the
"Company"), and JAMES R. HEEKIN (the "Executive").



                               W I T N E S S E T H


          WHEREAS,  the  Company  recognizes  the  valuable  services  that  the
Executive has rendered thereto and desires to be assured that the Executive will
continue to attend to the business and affairs of the Company  without regard to
any potential or actual change of control of Interpublic;

          WHEREAS, the Executive is willing to continue to serve the Company but
desires  assurance that he will not be materially  disadvantaged  by a change of
control of Interpublic; and

          WHEREAS,  the  Company is willing to accord  such  assurance  provided
that, should the Executive's  employment be terminated consequent to a change of
control,  he will not for a period thereafter engage in certain  activities that
could be detrimental to the Company;

          NOW, THEREFORE,  in consideration of the Executive's continued service
to the Company and the mutual agreements  herein contained,  Interpublic and the
Executive hereby agree as follows:

                                    ARTICLE I

                                RIGHT TO PAYMENTS
                                -----------------


          Section 1.1.  TRIGGERING EVENTS. If Interpublic  undergoes a Change of
Control, the Company shall make payments to the Executive as provided in article
II of this Agreement. If, within two years following a Change of Control, either
(a) the Company  terminates  the Executive  other than by means of a termination
for Cause or for death or (b) the Executive resigns for a Good Reason (either of
which events shall  constitute a  "Qualifying  Termination"),  the Company shall
make payments to the Executive as provided in article III hereof.
<PAGE>
          Section  1.2.  CHANGE OF CONTROL.  A Change of Control of  Interpublic
shall be deemed to have  occurred  if (a) any  person  (within  the  meaning  of
Sections  13(d)  and 14(d) of the  Securities  Exchange  Act of 1934 (the  "1934
Act")), other than Interpublic or any of its  majority-controlled  subsidiaries,
becomes the  beneficial  owner  (within the meaning of Rule 13d-3 under the 1934
Act) of 30 percent or more of the combined  voting power of  Interpublic's  then
outstanding voting securities;  (b) a tender offer or exchange offer (other than
an offer by Interpublic or a majority-controlled subsidiary),  pursuant to which
30  percent  or  more  of  the  combined  voting  power  of  Interpublic's  then
outstanding  voting securities was purchased,  expires;  (c) the stockholders of
Interpublic   approve  an  agreement  to  merge  or  consolidate   with  another
corporation (other than a majority-controlled  subsidiary of Interpublic) unless
Interpublic's shareholders immediately before the merger or consolidation are to
own more than 70 percent of the combined voting power of the resulting  entity's
voting  securities;   (d)  Interpublic's   stockholders   approve  an  agreement
(including,  without  limitation,  a plan of  liquidation)  to sell or otherwise
dispose of all or substantially all of the business or assets of Interpublic; or
(e)  during  any  period  of two  consecutive  years,  individuals  who,  at the
beginning of such  period,  constituted  the Board of  Directors of  Interpublic
cease for any  reason to  constitute  at least a  majority  thereof,  unless the
election or the nomination for election by  Interpublic's  stockholders  of each
new director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period.  However,  no
Change of Control shall be deemed to have occurred by reason of any  transaction
in which  the  Executive,  or a group of  persons  or  entities  with  which the
Executive  acts in  concert,  acquires,  directly  or  indirectly,  more than 30
percent of the common stock or the business or assets of Interpublic.

          Section 1.3.  TERMINATION FOR CAUSE.  Interpublic  shall have Cause to
terminate the Executive for purposes of Section 1.1 of this  Agreement  only if,
following  the Change of Control,  the  Executive  (a)  engages in conduct  that
constitutes  a felony under the laws of the United  States or a state or country
in which he  works or  resides  and that  results  or was  intended  to  result,
directly or  indirectly,  in the  personal  enrichment  of the  Executive at the
Company's expense; (b) refuses (except by reason of incapacity due to illness or
injury) to make a good faith effort to substantially perform his duties with the
Company on a full-time  basis and continues  such refusal for 15 days  following
receipt  of  notice  from the  Company  that his  effort  is  deficient;  or (c)
deliberately  and  materially  breaches any  agreement  between  himself and the
Company and fails to remedy that breach  within 30 days  following  notification
thereof by the Company. If the Company has Cause to terminate the Executive,  it
may in fact terminate him for Cause for purposes of section 1.1 hereof if (a) it
notifies the Executive of such Cause, (b) it gives him reasonable opportunity to
appear before a majority of  Interpublic's  Board of Directors to respond to the
notice of Cause and (c) a majority of the Board of Directors  subsequently votes
to terminate him.

          Section 1.4.  RESIGNATION FOR GOOD REASON.  The Executive shall have a
Good Reason for  resigning  only if (a) the Company fails to elect the Executive
to, or removes him from, any office of the Company, including without limitation
membership on any Board of Directors,  that the Executive held immediately prior
to the Change of  Control;  (b) the  Company  reduces  the  Executive's  rate of
regular   cash  and  fully   vested   deferred   base   compensation   ("Regular
Compensation")  from that  which he earned  immediately  prior to the  Change of
Control or fails to increase it within 12 months following the Change of Control
by (in  addition  to any  increase  pursuant to section 2.2 hereof) at least the
average of the rates of  increase in his  Regular  Compensation  during the four
consecutive  12-month periods immediately prior to the Change of Control (or, if
fewer, the number of 12-month periods immediately prior to the Change of Control
during which the Executive was  continuously  employed by the Company);  (c) the
Company fails to provide the Executive with fringe  benefits and/or bonus plans,
such as stock option, stock purchase,  restricted stock, life insurance, health,
accident,  disability,  incentive,  bonus,  pension  and  profit  sharing  plans
("Benefit or Bonus  Plans"),  that,  in the  aggregate,  (except  insofar as the
Executive has waived his rights thereunder pursuant to article II hereof) are as
valuable  to him as those  that he  enjoyed  immediately  prior to the Change of
Control; (d) the Company fails to provide the Executive with an annual number of
paid vacation  days at least equal to that to which he was entitled  immediately
prior to the Change of Control;  (e) the Company breaches any agreement  between
it and the Executive  (including this Agreement);  (f) without limitation of the
foregoing clause (e), the Company fails to obtain the express assumption of this
Agreement by any successor of the Company as provided in section 6.3 hereof; (g)
the Company attempts to terminate the Executive for Cause without complying with
the  provisions of section 1.3 hereof;  (h) the Company  requires the Executive,
without his express  written  consent,  to be based in an office  outside of the
office in which Executive is based on the date hereof or to travel substantially
more  extensively  than  he did  prior  to the  Change  of  Control;  or (i) the
Executive determines in good faith that the

Company has,  without his consent,  effected a significant  change in his status
within,  or the  nature or scope of his  duties or  responsibilities  with,  the
Company that obtained  immediately prior to the Change of Control (including but
not limited to, subjecting the Executive's  activities and exercise of authority
to greater  immediate  supervision than existed prior to the Change of Control);
PROVIDED,  HOWEVER,  that no event designated in clauses (a) through (i) of this
sentence  shall   constitute  a  Good  Reason  unless  the  Executive   notifies
Interpublic  that the Company has  committed an action or inaction  specified in
clauses (a) through (i) (a "Covered  Action") and the Company does not cure such
Covered Action within 30 days after such notice,  at which time such Good Reason
shall be  deemed  to have  arisen.  Notwithstanding  the  immediately  preceding
sentence,  no  action by the  Company  shall  give  rise to a Good  Reason if it
results  from  the  Executive's  termination  for  Cause  or  death  or from the
Executive's  resignation  for  other  than a Good  Reason,  and no action by the
Company  specified in clauses (a) through (i) of the  preceding  sentence  shall
give rise to a Good Reason if it results from the Executive's Disability. If the
Executive  has a Good Reason to resign,  he may in fact resign for a Good Reason
for purposes of section 1.1 of this  Agreement by, within 30 days after the Good
Reason  arises,  giving  Interpublic  a minimum  of 30 and a maximum  of 90 days
advance notice of the date of his resignation.

          Section 1.5. DISABILITY.  For all purposes of this Agreement, the term
"Disability"  shall have the same  meaning  as that term has in the  Interpublic
Long-Term Disability Plan.

                                   ARTICLE II

                        PAYMENTS UPON A CHANGE OF CONTROL
                        ---------------------------------


          Section 2.1.  ELECTIONS BY THE  EXECUTIVE.  If the Executive so elects
prior to a Change  of  Control,  the  Company  shall  pay  him,  within  30 days
following the Change of Control,  cash amounts in respect of certain  Benefit or
Bonus Plans or deferred  compensation  arrangements  designated  in sections 2.2
through 2.4 hereof  ("Plan  Amounts").  The  Executive may make an election with
respect to the  Benefit or Bonus  Plans or  deferred  compensation  arrangements
covered  under any one or more of sections 2.2 through 2.4, but an election with
respect to any such section  shall apply to all Plan Amounts that are  specified
therein.  Each  election  shall  be  made by  notice  to  Interpublic  on a form
satisfactory  to  Interpublic  and, once made,  may be revoked by such notice on
such form at any time prior to a Change of Control.  If the Executive  elects to
receive  payments under a section of this article II, he shall,  upon receipt of
such payments, execute a waiver, on a form satisfactory to Interpublic,  of such
rights as are  indicated  in that  section.  If the  Executive  does not make an
election  under this article with respect to a Benefit or Bonus Plan or deferred
compensation  arrangement,  his rights to receive  payments  in respect  thereof
shall be governed by the Plan or arrangement itself.

          Section 2.2. ESBA. The Plan Amount in respect of all Executive Special
Benefit  Agreements  ("ESBA's")  between the  Executive  and  Interpublic  shall
consist of an amount equal to the present discounted values,  using the Discount
Rate  designated  in section 5.8 hereof as of the date of the Change of Control,
of all payments that the Executive would have been entitled to receive under the
ESBA's if he had terminated  employment  with the Company on the day immediately
prior to the Change of  Control.  Upon  receipt of the Plan Amount in respect of
the ESBA's,  the  Executive  shall waive any rights that he may have to payments
under the ESBA's.  If the Executive makes an election  pursuant to, and executes
the waiver required under, this section 2.2, his Regular  Compensation  shall be
increased as of the date of the Change of Control at an annual rate equal to the
sum of the annual rates of deferred  compensation  in lieu of which benefits are
provided the Executive  under any ESBA the Accrual Term for which (as defined in
the ESBA) includes the date of the Change of Control.

          Section  2.3.  MICP.  The Plan  Amount  in  respect  of the  Company's
Management  Incentive  Compensation  Plans ("MICP") and/or the 1997  Performance
Incentive  Plan ("1997 PIP") shall  consist of an amount equal to the sum of all
amounts  awarded to the  Executive  under,  but  deferred  pursuant to, the MICP
and/or  the 1997 PIP as of the date of the  Change of  Control  and all  amounts
equivalent to interest creditable thereon up to the date that the Plan Amount is
paid. Upon receipt of that Plan Amount,  the Executive shall waive his rights to
receive any amounts under the MICP and/or the 1997 PIP that were deferred  prior
to the Change of Control and any interest equivalents thereon.

          Section  2.4.  DEFERRED  COMPENSATION.  The Plan  Amount in respect of
deferred  compensation (other than amounts referred to in other sections of this
article II) shall be an amount equal to all  compensation  from the Company that
the Executive has earned and agreed to defer (other than through the Interpublic
Savings  Plan  pursuant  to Section  401(k) of the  Internal  Revenue  Code (the
"Code")) but has not received as of the date of the Change of Control,  together
with all amounts equivalent to interest creditable thereon through the date that
the Plan Amount is paid.  Upon receipt of this Plan Amount,  the Executive shall
waive his rights to receive any  deferred  compensation  that he earned prior to
the date of the Change of Control and any interest equivalents thereon.

          Section 2.5. STOCK INCENTIVE  PLANS. The effect of a Change of Control
on the rights of the  Executive  with respect to options and  restricted  shares
awarded to him under the  Interpublic  1986 Stock Incentive Plan, the 1996 Stock
Incentive Plan and the 1997  Performance  Incentive  Plan,  shall be governed by
those Plans and not by this Agreement.

                                   ARTICLE III

                      PAYMENTS UPON QUALIFYING TERMINATION
                      ------------------------------------

          Section 3.1. BASIC SEVERANCE PAYMENT.  In the event that the Executive
is  subjected  to a  Qualifying  Termination  within two years after a Change of
Control,  the Company shall pay the Executive within 30 days after the effective
date of his Qualifying  Termination (his "Termination Date") a cash amount equal
to his Base Amount times the number  designated in Section 5.9 of this Agreement
(the "Designated  Number").  The Executive's Base Amount shall equal the average
of the  Executive's  Includable  Compensation  for the two whole  calendar years
immediately  preceding  the date of the Change of Control (or, if the  Executive
was  employed  by the  Company  for  only  one of those  years,  his  Includable
Compensation  for that year).  The  Executive's  Includable  Compensation  for a
calendar year shall consist of (a) the  compensation  reported by the Company on
the Form W-2 that it filed with the  Internal  Revenue  Service for that year in
respect of the  Executive or which would have been reported on such form but for
the fact that Executive's  services were performed outside of the United States,
plus (b) any compensation  payable to the Executive during that year the receipt
of which was deferred at the Executive's  election or by employment agreement to
a  subsequent  year,  minus (c) any  amounts  included on the Form W-2 (or which
would have been included if Executive  had been  employed in the United  States)
that  represented  either (i) amounts in respect of a stock option or restricted
stock plan of the Company or (ii) payments during the year of amounts payable in
prior years but deferred at the Executive's  election or by employment agreement
to a  subsequent  year.  The  compensation  referred  to in  clause  (b)  of the
immediately  preceding  sentence  shall  include,  without  limitation,  amounts
initially  payable to the  Executive  under the MICP or a Long-Term  Performance
Incentive  Plan or the 1997 PIP in that year but deferred to a subsequent  year,
the amount of deferred  compensation  for the year in lieu of which benefits are
provided the Executive under an ESBA and amounts of Regular  Compensation earned
by the Executive  during the year but deferred to a subsequent  year  (including
amounts  deferred under  Interpublic  Savings Plan pursuant to Section 401(k) of
the Code); clause (c) of such sentence shall include,  without  limitation,  all
amounts  equivalent  to  interest  paid in respect of  deferred  amounts and all
amounts of Regular  Compensation paid during the year but earned in a prior year
and deferred.

          Section 3.2. MICP SUPPLEMENT. The Company shall also pay the Executive
within 30 days  after his  Termination  Date a cash  amount  equal to (a) in the
event that the  Executive  received  an award  under the MICP (or the  Incentive
Award program  applicable outside the United States) or the 1997 PIP ("Incentive
Award") in respect of the year  immediately  prior to the year that includes the
Termination  Date (the latter year  constituting the  "Termination  Year"),  the
amount  of  that  award  multiplied  by the  fraction  of the  Termination  Year
preceding  the  Termination  Date or (b) in the event that the Executive did not
receive an MICP award (or an Incentive Award) in respect of the year immediately
prior to the Termination Year, the amount of the MICP award (or Incentive Award)
that Executive  received in respect of the second year immediately  prior to the
Termination  Year  multiplied by one plus the fraction of the  Termination  Year
preceding the Termination Date.

                                   ARTICLE IV

                                   TAX MATTERS
                                   -----------

          Section 4.1.  Withholding.  The Company may withhold  from any amounts
payable to the Executive hereunder all federal,  state, city or other taxes that
the Company may reasonably determine are required to be withheld pursuant to any
applicable  law or  regulation,  but,  if the  Executive  has made the  election
provided in section  4.2  hereof,  the  Company  shall not  withhold  amounts in
respect of the excise tax imposed by Section 4999 of the Code or its successor.

          Section 4.2. Disclaimer.  If the Executive so agrees prior to a Change
of Control by notice to the Company in form  satisfactory  to the  Company,  the
amounts  payable to the Executive  under this Agreement but not yet paid thereto
shall be reduced to the  largest  amounts in the  aggregate  that the  Executive
could receive, in conjunction with any other payments received or to be received
by him from any source,  without any part of such amounts  being  subject to the
excise tax imposed by Section 4999 of the Code or its  successor.  The amount of
such  reductions and their  allocation  among amounts  otherwise  payable to the
Executive  shall be  determined  either by the  Company or by the  Executive  in
consultation  with  counsel  chosen  (and  compensated)  by  him,  whichever  is
designated  by the  Executive  in the  aforesaid  notice  to  the  Company  (the
"Determining  Party"). If, subsequent to the payment to the Executive of amounts
reduced  pursuant to this section 4.2, the Determining  Party should  reasonably
determine, or the Internal Revenue Service should assert against the party other
than the Determining  Party, that the amount of such reductions was insufficient
to avoid the excise tax under  Section 4999 (or the denial of a deduction  under
Section 280G of the Code or its successor),  the amount by which such reductions
were  insufficient  shall, upon notice to the other party, be deemed a loan from
the  Company to the  Executive  that the  Executive  shall  repay to the Company
within one year of such  reasonable  determination  or assertion,  together with
interest thereon at the applicable  federal rate provided in section 7872 of the
Code or its successor. However, such amount shall not be deemed a loan if and to
the extent that repayment thereof would not eliminate the Executive's  liability
for any Section 4999 excise tax.

                                    ARTICLE V

                               COLLATERAL MATTERS
                               ------------------

          Section 5.l.  Nature of Payments.  All payments to the Executive under
this  Agreement  shall be considered  either  payments in  consideration  of his
continued  service to the Company,  severance  payments in  consideration of his
past services thereto or payments in consideration of the covenant  contained in
section 5.l0 hereof.  No payment hereunder shall be regarded as a penalty to the
Company.

          Section 5.2. Legal Expenses.  The Company shall pay all legal fees and
expenses that the  Executive  may incur as a result of the Company's  contesting
the  validity,  the  enforceability  or the  Executive's  interpretation  of, or
determinations  under,  this  Agreement.  Without  limitation of the  foregoing,
Interpublic  shall,  prior to the  earlier of (a) 30 days after  notice from the
Executive to  Interpublic  so  requesting  or (b) the  occurrence of a Change of
Control,  provide  the  Executive  with an  irrevocable  letter of credit in the
amount of $100,000 from a bank  satisfactory to the Executive  against which the
Executive may draw to pay legal fees and expenses in connection with any attempt
to enforce any of his rights under this  Agreement.  Said letter of credit shall
not expire before 10 years following the date of this Agreement.

          Section  5.3.  Mitigation.  The  Executive  shall not be  required  to
mitigate  the amount of any payment  provided  for in this  Agreement  either by
seeking other  employment or otherwise.  The amount of any payment  provided for
herein shall not be reduced by any remuneration that the Executive may earn from
employment with another employer or otherwise following his Termination Date.

          Section  5.4.  Setoff for Debts.  The Company may reduce the amount of
any payment due the Executive  under article III of this Agreement by the amount
of any debt owed by the  Executive  to the Company that is embodied in a written
instrument,  that is due to be  repaid as of the due date of the  payment  under
this  Agreement  and that the  Company has not  already  recovered  by setoff or
otherwise.

          Section 5.5.  Coordination with Employment  Contract.  Payments to the
Executive  under article III of this Agreement  shall be in lieu of any payments
for breach of any employment  contract  between the Executive and the Company to
which the Executive may be entitled by reason of a Qualifying Termination,  and,
before making the payments to the Executive  provided  under article III hereof,
the Company may require the  Executive to execute a waiver of any rights that he
may have to recover payments in respect of a breach of such contract as a result
of a Qualifying  Termination.  If the  Executive has a Good Reason to resign and
does so by providing the notice specified in the last sentence of section l.4 of
this Agreement,  he shall be deemed to have satisfied any notice requirement for
resignation,  and any  service  requirement  following  such  notice,  under any
employment contract between the Executive and the Company.

          Section 5.6. Benefit of Bonus Plans.  Except as otherwise  provided in
this Agreement or required by law, the Company shall not be compelled to include
the  Executive in any of its Benefit or Bonus Plans  following  the  Executive's
Termination  Date, and the Company may require the Executive,  as a condition to
receiving the payments provided under article III hereof, to execute a waiver of
any such  rights.  However,  said  waiver  shall not affect any rights  that the
Executive may have in respect of his  participation in any Benefit or Bonus Plan
prior to his Termination Date.

          Section  5.7.  Funding.  Except as  provided  in  section  5.2 of this
Agreement,  the Company  shall not be required to set aside any amounts that may
be necessary  to satisfy its  obligations  hereunder.  The  Company's  potential
obligations  to make payments to the Executive  under this  Agreement are solely
contractual  ones,  and the  Executive  shall  have no rights in respect of such
payments except as a general and unsecured creditor of the Company.

          Section 5.8.  Discount Rate. For purposes of this Agreement,  the term
"Discount  Rate" shall mean the applicable  Federal  short-term  rate determined
under Section  1274(d) of the Code or its  successor.  If such rate is no longer
determined,  the Discount Rate shall be the yield on 2-year  Treasury  notes for
the most recent period  reported in the most recent issue of the Federal Reserve
Bulletin or its successor,  or, if such rate is no longer reported therein, such
measure of the yield on 2-year  Treasury  notes as the  Company  may  reasonably
determine.

          Section 5.9.  Designated Number.  For purposes of this Agreement,  the
Designated Number shall be Two (2.0).

          Section 5.10.  Covenant of Executive.  In the event that the Executive
undergoes a  Qualifying  Termination  that  entitles  him to any  payment  under
article  III of this  Agreement,  he shall  not,  for 18  months  following  his
Termination   Date,  either  (a)  solicit  any  employee  of  Interpublic  or  a
majority-controlled  subsidiary  thereof to leave such employ and enter into the
employ of the  Executive  or any person or entity  with which the  Executive  is
associated or (b) solicit or handle on his own behalf or on behalf of any person
or entity with which he is associated the advertising,  public relations,  sales
promotion  or market  research  business of any  advertiser  that is a client of
Interpublic or a  majority-controlled  subsidiary  thereof as of the Termination
Date.  Without limitation of any other remedies that the Company may pursue, the
Company may enforce its rights under this  section 5.l0 by means of  injunction.
This section shall not limit any other right or remedy that the Company may have
under  applicable  law or any  other  agreement  between  the  Company  and  the
Executive.

                                   ARTICLE VI

                               GENERAL PROVISIONS
                               ------------------

          Section 6.l. Term of Agreement.  This Agreement  shall  terminate upon
the earliest of (a) the expiration of five years from the date of this Agreement
if no Change of Control has occurred during that period;  (b) the termination of
the Executive's  employment with the Company for any reason prior to a Change of
Control; (c) the Company's  termination of the Executive's  employment for Cause
or death,  the  Executive's  compulsory  retirement  within the provisions of 29
U.S.C.  ss.631(c)  (or, if  Executive is not a citizen or resident of the United
States,  compulsory  retirement under any applicable procedure of the Company in
effect   immediately  prior  to  the  change  of  control)  or  the  Executive's
resignation  for other than Good  Reason,  following a Change of Control and the
Company's and the Executive's fulfillment of all of their obligations under this
Agreement;  and  (d)  the  expiration  following  a  Change  of  Control  of the
Designated  Number plus three years and the  fulfillment  by the Company and the
Executive of all of their obligations hereunder.

          Section 6.2.  Governing Law.  Except as otherwise  expressly  provided
herein,  this  Agreement  and the  rights  and  obligations  hereunder  shall be
construed and enforced in accordance with the laws of the State of New York.

          Section 6.3. Successors to the Company.  This Agreement shall inure to
the benefit of Interpublic  and its  subsidiaries  and shall be binding upon and
enforceable  by  Interpublic  and  any  successor  thereto,  including,  without
limitation, any corporation or corporations acquiring directly or indirectly all
or substantially all of the business or assets of Interpublic whether by merger,
consolidation,  sale or  otherwise,  but shall not  otherwise be  assignable  by
Interpublic.  Without  limitation of the foregoing  sentence,  Interpublic shall
require any successor  (whether  direct or indirect,  by merger,  consolidation,
sale or  otherwise)  to all or  substantially  all of the  business or assets of
Interpublic,  by agreement in form  satisfactory  to the  Executive,  expressly,
absolutely and  unconditionally to assume and agree to perform this Agreement in
the same manner and to the same extent as  Interpublic  would have been required
to perform it if no such  succession had taken place. As used in this agreement,
"Interpublic"  shall mean Interpublic as heretofore defined and any successor to
all or  substantially  all of its business or assets that  executes and delivers
the  agreement  provided for in this  section 6.3 or that becomes  bound by this
Agreement either pursuant to this Agreement or by operation of law.

          Section 6.4. Successor to the Executive. This Agreement shall inure to
the benefit of and shall be binding upon and  enforceable  by the  Executive and
his  personal  and  legal  representatives,  executors,  administrators,  heirs,
distributees,  legatees  and,  subject  to section  6.5  hereof,  his  designees
("Successors").  If the Executive should die while amounts are or may be payable
to him under this  Agreement,  references  hereunder to the  "Executive"  shall,
where appropriate, be deemed to refer to his Successors.

          Section  6.5.  Nonalienability.  No right of or amount  payable to the
Executive under this Agreement  shall be subject in any manner to  anticipation,
alienation,  sale, transfer,  assignment,  pledge,  hypothecation,  encumbrance,
charge, execution, attachment, levy or similar process or (except as provided in
section  5.4  hereof) to setoff  against  any  obligation  or to  assignment  by
operation of law. Any attempt,  voluntary or  involuntary,  to effect any action
specified in the immediately  preceding  sentence shall be void.  However,  this
section  6.5 shall not  prohibit  the  Executive  from  designating  one or more
persons,  on a form  satisfactory to the Company,  to receive amounts payable to
him under this Agreement in the event that he should die before receiving them.

          Section 6.6. Notices. All notices provided for in this Agreement shall
be in writing.  Notices to  Interpublic  shall be deemed  given when  personally
delivered or sent by certified or registered mail or overnight  delivery service
to The Interpublic  Group of Companies,  Inc., l27l Avenue of the Americas,  New
York, New York l0020, attention:  Corporate Secretary.  Notices to the Executive
shall  be  deemed  given  when  personally  delivered  or sent by  certified  or
registered  mail or  overnight  delivery  service  to the last  address  for the
Executive  shown  on the  records  of the  Company.  Either  Interpublic  or the
Executive  may,  by notice to the other,  designate  an  address  other than the
foregoing  for the receipt of subsequent  notices.

          Section  6.7.  Amendment.  No  amendment  of this  Agreement  shall be
effective unless in writing and signed by both the Company and the Executive.

          Section 6.8.  Waivers.  No waiver of any  provision of this  Agreement
shall be valid unless  approved in writing by the party  giving such waiver.  No
waiver of a breach under any provision of this Agreement shall be deemed to be a
waiver  of such  provision  or any  other  provision  of this  Agreement  or any
subsequent breach. No failure on the part of either the Company or the Executive
to exercise, and no delay in exercising, any right or remedy conferred by law or
this  Agreement  shall  operate  as a waiver  of such  right or  remedy,  and no
exercise or waiver, in whole or in part, of any right or remedy conferred by law
or herein shall operate as a waiver of any other right or remedy.

          Section 6.9. Severability. If any provision of this Agreement shall be
held  invalid  or  unenforceable  in  whole  or  in  part,  such  invalidity  or
unenforceability  shall not affect any other provision of this Agreement or part
thereof, each of which shall remain in full force and effect.

          Section 6.l0.  Captions.  The captions to the respective  articles and
sections of this  Agreement are intended for  convenience  of reference only and
have no substantive significance.

          Section  6.ll.  Counterparts.  This  Agreement  may be executed in any
number of counterparts,  each of which shall be deemed to be an original but all
of which together shall constitute a single instrument.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                              THE INTERPUBLIC GROUP OF COMPANIES, INC.



                              By /s/ C. KENT KROEBER
                                ----------------------------------------
                                  C. KENT KROEBER



                                 /s/ JAMES R. HEEKIN
                                ----------------------------------------
                                   JAMES R. HEEKIN


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