Sample Business Contracts


Executive Special Benefit Agreement - Interpublic Group of Companies Inc. and Thomas J. Volpe



                      EXECUTIVE SPECIAL BENEFIT AGREEMENT
                      -----------------------------------


          AGREEMENT  made as of March 21, 2000 by and  between  THE  INTERPUBLIC
GROUP OF COMPANIES,  INC., a corporation  of the State of Delaware  (hereinafter
referred to as "Interpublic")  and THOMAS J. VOLPE  (hereinafter  referred to as
"Executive").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS,  Executive is in the employ of Interpublic and/or one or more
of its subsidiaries (Interpublic and its subsidiaries being hereinafter referred
to collectively as the "Corporation"); and

          WHEREAS,  Interpublic and Executive  desire to enter into an Executive
Special  Benefit  Agreement  which  shall  be  supplementary  to any  employment
agreement  or  arrangement  which  Executive  now or  hereinafter  may have with
respect to Executive's employment by Interpublic or any of its subsidiaries;

          NOW,  THEREFORE,  in  consideration  of the mutual promises herein set
forth, the parties hereto, intending to be legally bound, agree as follows:

                                   ARTICLE I
                                   ---------

                     Death and Special Retirement Benefits
                     -------------------------------------

          1.01 The  Corporation  shall  provide  Executive  with  the  following
benefits  contingent  upon  Executive's   compliance  with  all  the  terms  and
conditions of this Agreement.

          1.02 If,  during a period of employment  by the  Corporation  which is
continuous  from the date of this  Agreement,  Executive  shall die while in the
employ of the  Corporation,  the  Corporation  shall pay to such  beneficiary or
beneficiaries as Executive shall have designated pursuant to Section 1.04 (or in
the absence of such  designation,  shall pay to the  Executor of the Will or the
Administrator  of the  Estate of  Executive)  survivor  income  payments  of One
Hundred Forty Seven Thousand Dollars ($147,000) per annum for fifteen (15) years
following  Executive's  death, such payments to be made on the 15th of the month
following the month in which  Executive  dies,  and on each  anniversary of such
date for each of the fourteen (14) years thereafter.

          1.03 Upon  Executive's  retirement  from the employ of the Corporation
the Corporation shall pay to Executive special  retirement  benefits at the rate
of One Hundred Forty Seven  Thousand  Dollars  ($147,000)  per annum for fifteen
(15) years  following  Executive's  last day of employment,  such payments to be
made on the 15th of the month  following the month in which  Executive  retires,
and on each  anniversary  of such  date  for  each of the  fourteen  (14)  years
thereafter.

          1.04 For purposes of Sections 1.02 and 1.03, Executive may at any time
designate a  beneficiary  or  beneficiaries  by filing with the chief  personnel
officer of Interpublic a Beneficiary  Designation Form provided by such officer.
Executive may at any time, by filing a new Beneficiary  Designation Form, revoke
or change any prior designation of beneficiary.
<PAGE>
                                   ARTICLE II
                                   ----------

                                   Assignment
                                   ----------

          2.01 This Agreement  shall be binding upon and inure to the benefit of
the successors and assigns of Interpublic. Neither this Agreement nor any rights
hereunder  shall be  subject in any matter to  anticipation,  alienation,  sale,
transfer,  assignment,  pledge, encumbrance or charge by Executive, and any such
attempted  action by Executive  shall be void. This Agreement may not be changed
orally, nor may this Agreement be amended to increase the amount of any benefits
that are payable  pursuant to this Agreement or to accelerate the payment of any
such benefits.

                                  ARTICLE III
                                  -----------

                        Contractual Nature of Obligation
                        --------------------------------

          3.01 The liabilities of the Corporation to Executive  pursuant to this
Agreement shall be those of a debtor pursuant to such contractual obligations as
are created by the Agreement.  Executive's rights with respect to any benefit to
which Executive has become  entitled under this  Agreement,  but which Executive
has not yet received, shall be solely the rights of a general unsecured creditor
of the Corporation.

                                   ARTICLE IV
                                   ----------

                               General Provisions
                               ------------------

          4.01 It is  understood  that none of the payments  made in  accordance
with this Agreement  shall be considered  for purposes of  determining  benefits
under the  Interpublic  Pension Plan, nor shall such sums be entitled to credits
equivalent  to  interest  under the Plan for Credits  Equivalent  to Interest on
Balances  of Deferred  Compensation  Owing under  Employment  Agreement  adopted
effective as of January 1, 1974 by Interpublic.

          4.02 This  Agreement  shall be governed by and construed in accordance
with the Employee Retirement Income Security Act of 1974, as amended, and to the
extent not preempted thereby, the laws of the State of New York.


                              THE INTERPUBLIC GROUP OF
                              COMPANIES, INC.



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



                                 /s/ THOMAS J. VOLPE
                                ----------------------------------------
                                   THOMAS J. VOLPE

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