Delaware                     
(State or other jurisdiction of
incorporation or organization)

    13-1024020    
(I.R.S. Employer
Identification No.)

1271 Avenue of the Americas, New York, New York
(Address of principal executive offices)

   10020   
(Zip Code)

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES

I N D E X

PART I.    FINANCIAL INFORMATION

          Item 1.  

Financial Statements

Consolidated Balance Sheet

  September 30, 2001 (Unaudited) and

  December 31, 2000

Consolidated Income Statement

  Three and Nine Months Ended September 30, 2001

  and 2000 (Unaudited)

Consolidated Statement of Comprehensive Income

  Three and Nine Months Ended September 30, 2001

  and 2000 (Unaudited)

Consolidated Statement of Cash Flows

  Nine Months Ended September 30, 2001

  and 2000 (Unaudited)

Notes to Consolidated Financial Statements (Unaudited)

          Item 2.

Management's Discussion and Analysis of

  Financial Condition and Results of Operations

          Item 3.

Quantitative and Qualitative Disclosures

  about Market Risk

PART II. OTHER INFORMATION

          Item 2(c)

CHANGES IN SECURITIES

          Item 6.

EXHIBITS AND REPORTS ON FORM 8-K.

          SIGNATURES

          INDEX TO EXHIBITS

PART I - FINANCIAL INFORMATION

Item 1

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES

FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

(Amounts in Millions Except Per Share Data)

ASSETS

September 30,
2001
(Unaudited)

December 31,
        2000       

CURRENT ASSETS:

Cash and cash equivalents (includes certificates of deposit:

           2001 - $81.6; 2000 - $110.9)

$     685.6 

$     844.6 

Receivables (net of allowance for doubtful accounts:

          2001 - $83.2; 2000 - $85.7)  

4,862.1 

5,735.7 

Expenditures billable to clients

448.6 

437.9 

Prepaid expenses and other current assets

       303.9 

       277.8 

                    Total current assets

    6,300.2 

    7,296.0 

FIXED ASSETS, AT COST:

Land and buildings

179.7 

174.1 

Furniture and equipment

1,118.2 

1,103.7 

Leasehold improvements

       414.2 

       427.8 

1,712.1 

1,705.6 

Less: accumulated depreciation

      (927.4)

      (879.2)

                    Total fixed assets

       784.7 

       826.4 

OTHER ASSETS:

Investment in unconsolidated affiliates

162.2 

178.9 

Deferred taxes on income

512.2 

380.3 

Other investments and miscellaneous assets

       510.1 

       525.4 

Intangible assets (net of accumulated amortization:
          2001 - $978.6; 2000 - $861.5)

    3,058.7 

    3,155.0 

                    Total other assets

    4,243.2 

    4,239.6 

TOTAL ASSETS

$11,328.1 

$12,362.0 

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES

FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

(Amounts in Millions Except Per Share Data)

LIABILITIES AND STOCKHOLDERS' EQUITY

September 30,
2001
(Unaudited)

December 31,
        2000       

CURRENT LIABILITIES:

Payable to banks

$   1,225.0 

$     549.3 

Accounts payable

4,365.8 

5,751.3 

Accrued expenses

1,233.9 

1,111.1 

Accrued income taxes

         26.0 

       210.3 

                    Total current liabilities

    6,850.7 

    7,622.0 

NON-CURRENT LIABILITIES:

Long-term debt

1,356.3 

998.7 

Convertible subordinated notes

544.6 

533.1 

Deferred compensation and other

449.8 

464.3 

Accrued postretirement benefits

56.3 

55.2 

Other non-current liabilities

103.2 

105.7 

Minority interests in consolidated subsidiaries

       103.7 

      100.6 

                    Total noncurrent liabilities

    2,613.9 

   2,257.6 

Commitments and contingencies

STOCKHOLDERS' EQUITY:

Preferred Stock, no par value, shares authorized: 20,

      shares issued: none

Common Stock, $.10 par value, shares authorized: 550, shares issued:

     2001 - 385.5;

     2000 - 377.3

38.5 

37.7 

Additional paid-in capital

1,747.1 

1,514.7 

Retained earnings

971.4 

1,667.5 

Accumulated other comprehensive loss, net of tax

     (435.3)

   (411.6)

2,321.7 

2,808.3 

Less:  Treasury stock, at cost:

     2001 - 7.8 shares;

     2000 - 5.5 shares

(331.9)

(194.8)

Unamortized expense of restricted stock grants

      (126.3)

      (131.1)

                    Total stockholders' equity

    1,863.5 

    2,482.4 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$11,328.1 

$12,362.0 

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

(Amounts in Millions Except Per Share Data)

(Unaudited)

Three Months Ended
     September 30,      

Nine Months Ended
     September 30,     

2001

2000

2001

2000

REVENUE

    $1,605.7 

$1,734.2 

$5,007.3 

$5,140.8 

OPERATING EXPENSES:

   Salaries and related expenses

892.0 

992.9 

2,863.1 

2,883.5 

   Office and general expenses

567.0 

485.7 

1,512.2 

1,454.2 

   Amortization of intangible assets

42.8 

37.4 

126.9 

101.8 

   Restructuring and other merger related costs

592.8 

      26.7 

       645.6 

      115.5 

   Goodwill impairment and other

      81.7 

            - 

     303.1 

           - 

                    Total operating expenses

 2,176.3 

  1,542.7 

  5,450.9 

 4,555.0 

                    Income (loss) from operations

     (570.6)

     191.5 

     (443.6) 

     585.8 

OTHER INCOME (EXPENSE):

   Investment impairment

(48.2)

- 

(208.3)

- 

   Interest expense

(46.9)

(36.5)

(125.8)

(87.0)

   Interest income

6.8 

11.6 

30.1 

35.3 

   Other income (expense), net

      (0.7)

        6.3 

       11.3 

       30.5 

                    Income (loss) before provision for income taxes

(659.6)

172.9 

(736.3)

564.6 

Provision for (benefit of) income taxes

  (184.7)

       72.1 

    (135.9)

    236.7 

                    Income (loss) of consolidated companies

(474.9)

100.8 

(600.4)

327.9 

Income applicable to minority interests

(2.9)

(10.7)

(20.4)

(25.8)

Equity in net income of unconsolidated affiliates

         0.3 

           .7 

          4.5 

        5.0 

Net income (loss)

$ (477.5)

$     90.8 

$   (616.3)

$   307.1 

Earnings (loss) per share:

   Basic

$    (1.29)

$      .25

$      (1.67)

$        .86

   Diluted

$    (1.29)

$      .24

$      (1.67)

$        .83

Dividend per share

$      .095 

$    .095

$         .285 

$     .275

Weighted average shares:

   Basic

369.6 

362.7

368.2 

358.3

   Diluted

369.6 

373.1

368.2 

369.7

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Dollars in Millions)

(Unaudited)

Three Months Ended
      September 30,      

Nine Months Ended
     September 30,     

2001

2000

2001

2000

Net Income (Loss)

$(477.5)

$  90.8 

$(616.3)

$  307.1 

Other Comprehensive Income (Loss), net of tax:

    Foreign Currency Translation Adjustments

22.5 

(39.7)

(76.4)

(117.7)

    Net Unrealized Gains (Losses) on Securities

           - 

      2.3 

     52.7 

  (144.0)

                    Other Comprehensive Income (Loss)

      22.5 

  (37.4)

   (23.7)

  (261.7)

Comprehensive Income (Loss)

$(455.0)

$  53.4 

$(640.0)

$    45.4 

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in Millions)

(Unaudited)

Nine Months Ended
      September 30,      

2001

2000

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income (loss)

$(616.3)

$307.1 

   Adjustments to reconcile net income (loss) to cash used in operating activities:

      Depreciation and amortization of fixed assets

149.0 

143.5 

      Amortization of intangible assets

126.9 

101.8 

      Amortization of restricted stock awards

37.2 

27.2 

      Benefit of deferred income taxes

(183.9)

(4.5)

      Income applicable to minority interests

20.4 

25.8 

      Restructuring costs, non-cash

104.3 

31.9 

      Investment impairment

208.3 

- 

      Goodwill impairment

275.6 

- 

      Other

(8.6)

(16.0)

   Changes in assets and liabilities, net of acquisitions:

      Receivables

736.1 

(152.9)

      Expenditures billable to clients

(21.5)

(111.2)

      Prepaid expenses and other assets

(45.3)

(58.3)

      Accounts payable, accrued expenses and other

(1,156.2)

(418.2)

      Accrued income taxes

(179.7)

3.9 

      Deferred compensation and other

      36.2 

    39.5 

       Net cash used in operating activities

   (517.5)

  (80.4)

CASH FLOWS FROM INVESTING ACTIVITIES:

   Acquisitions, net

(227.8)

(534.5)

   Capital expenditures

(194.7)

(186.7)

   Proceeds from sale of assets

10.4 

14.1 

   Net (purchases of) proceeds from marketable securities

(8.5)

5.9 

   Other investments and miscellaneous assets

(79.2)

(163.1)

   Investments in unconsolidated affiliates

       (5.1)

   (29.4)

      Net cash used in investing activities

   (504.9)

(893.7)

CASH FLOWS FROM FINANCING ACTIVITIES:

   Increase in short-term borrowings

115.2 

172.7 

   Proceeds from long-term debt

1,200.2 

859.9 

   Payments of long-term debt

(273.4)

(232.3)

   Treasury stock acquired

(113.8)

(192.7)

   Issuance of common stock

69.7 

62.4 

   Cash dividends - Interpublic

(94.6)

(80.4)

   Cash dividends - pooled companies

     (15.2)

  (33.8)

      Net cash provided by financing activities

    888.1 

  555.8 

   Deconsolidation of subsidiary

            - 

   (29.1)

   Effect of exchange rates on cash and cash equivalents

     (24.7)

   (57.5)

   Decrease in cash and cash equivalents

(159.0)

(504.9)

   Cash and cash equivalents at beginning of year

     844.6 

1,147.3 

   Cash and cash equivalents at end of period

$   685.6 

$ 642.4 

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.

Basis of Presentation
In the opinion of management, the consolidated balance sheet as of September 30, 2001, the consolidated income statements for the three months and nine months ended September 30, 2001 and 2000, the consolidated statements of comprehensive income for the three months and nine months ended September 30, 2001 and 2000, and the consolidated statements of cash flows for the nine months ended September 30, 2001 and 2000, contain all adjustments necessary to present fairly the financial position, results of operations and cash flows at September 30, 2001 and for all periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in The Interpublic Group of Companies, Inc.'s (the "Company" or "Interpublic") December 31, 2000 annu al report to stockholders, and the consolidated financial statements and notes thereto included in the Company's Current Report on Form 8-K dated September 18, 2001.

The Company's consolidated financial statements, including the related notes, have been restated for the prior periods presented to include the results of operations, financial position and cash flows of True North Communications Inc. ("True North") (see Note (2)).

Certain prior year amounts have been reclassified to conform with current year presentation.

2.

Acquisition of True North
On June 22, 2001, the Company completed the acquisition of True North in a stock transaction that has been accounted for under the pooling of interests method. In connection with the acquisition, approximately 59 million shares of common stock were issued.

Following the completion of the True North acquisition, the Company initiated a series of operational initiatives focusing on i) the integration of the True North operations and the identification of synergies and savings, ii) the realignment of certain Interpublic businesses, and iii) productivity initiatives to achieve higher operating margins. As a result of the operational initiatives, the combined Company has been organized into four global operating divisions. Three of these divisions, McCann-Erickson WorldGroup, an enhanced FCB Group and a new global marketing resource called The Partnership, provide a full complement of global marketing services and marketing communication services. The fourth division, Advanced Marketing Services, focuses on expanding the Company's operations in the area of specialized marketing communications.

3.

Restructuring and other merger related costs
In connection with the operational initiatives discussed above, the Company has executed a wide-ranging restructuring plan that includes severance, lease terminations and other actions. The total amount of the charges incurred in connection with the plan is $645.6 million ($446.5 million, net of tax), including $592.8 million in the third quarter with the remainder having been recorded through the end of the second quarter.

A summary of the components of the total restructuring and other merger related costs, together with an analysis of the cash and non-cash elements, is as follows:

(Dollars in millions)

Amount recorded through Q2

Amount recorded in Q3

Total recorded through Q3

Cash paid through Q3

Non-cash     items   

Liability
at Sept.
30, 2001

TOTAL BY TYPE

Severance and
   termination costs

$15.6

$281.9

$297.5

$51.0

$       -

$246.5

Lease termination
   and related costs

-

257.6

257.6

3.0

77.5

177.1

Other exit costs

-

53.3

53.3

2.0

21.1

30.2

Transaction costs

  37.2

         -

    37.2

  31.5

     5.7

          -

Total

$52.8

$592.8

$645.6

$87.5

$104.3

$453.8

The severance and termination costs relate to approximately 6,800 employees who have been, or will be, terminated. The employee groups affected included all levels and functions across the Company; executive, regional and account management, and administrative, creative and media production personnel. Approximately half of the headcount reductions relate to the US, one third relate to Europe (principally the UK, France and Germany) with the remainder relating to Latin America and Asia Pacific.

Lease termination costs, net of estimated sublease income, relate to the offices that have been or will be vacated as part of the restructuring. Approximately 180 locations are to be vacated with substantially all actions being completed by December 31, 2001; however, the cash portion of the charge will be paid out over a period of up to five years. The offices to be vacated are geographically spread in a similar manner to the severance charges. Lease termination and related costs include write-offs related to the abandonment of leasehold improvements as part of the office vacancies.

Other exit costs relate principally to the impairment loss on sale or closing of certain business units in the US and Europe and direct costs of the restructuring program. In the aggregate, the businesses being sold or closed represent an immaterial portion of the revenue and operations of the Company. The write-off amount was computed based upon the difference between the estimated sales proceeds (if any) and the carrying value of the related assets. These sales or closures are expected to be completed by the end of December 2001.

During the third quarter of 2000, the Company recorded restructuring and other merger related costs of $26.7 million ($16.8 million net of tax). For the nine months ended September 30, 2000, the Company recorded restructuring and other merger related costs of $115.5 million ($72.5 million net of tax). The key components of the charge in 2000 were the costs associated with the restructuring of Lowe Lintas & Partners Worldwide. The remaining costs relate principally to transaction and other merger related costs arising from the merger with NFO.

4.

Goodwill Impairment and Other
Following the completion of the True North acquisition, in connection with the Company's initiative on realignment of certain Interpublic businesses, the Company has evaluated the realizability of various assets. In connection with this review, undiscounted cash flow projections were prepared for certain investments, and the Company determined that the goodwill attributable to certain acquisitions was in excess of its estimates of the entities' future cashflows. As a result, an impairment charge of $303.1 million ($263.4 million, net of tax) has been recorded in the current year. Of the total write-off, $221.4 million was recorded in the second quarter of 2001, with the remainder recorded in the third quarter of 2001. The largest components of the goodwill impairment and other charges are Capita Technologies, Inc. (approximately $145 million) and Zentropy Partners (approximately $16 million), both internet services businesses. The remaining amount primarily relates to several other businesses includi ng internet services, healthcare consulting, and certain advertising offices in Europe and Asia Pacific.

5.

Investment Impairment
During the year the Company recorded total charges related to the impairment of investments of $208.3 million ($134.1 million, net of tax). Of the total amount, $160.1 million ($103.7 million net of tax) was recorded in the first quarter, with the remainder recorded in the third quarter. The charge in the first quarter was related to the impairment of investments primarily in publicly traded internet-related 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 third quarter charge includes write-offs for non-internet investments, certain venture funds and other investments. The impairment charge adjusts the carrying value of remaining investments to the estimated market value where an other than temporary impairment has occurred.

6.

Operating Expenses
Included in office and general expenses for the third quarter of 2001 are charges of $85.4 million relating primarily to miscellaneous operating assets, which are no longer considered realizable. Additionally, a benefit of $50 million resulting from a reduction in severance reserves related to recent significant headcount reductions is included in salaries and related expenses.

7.

In July 2001, the Company entered into a credit agreement with a group of lenders. The credit agreement provided for revolving borrowings of up to $750 million. No borrowings were drawn under this facility and the facility terminated upon the issuance of the $500 million Senior Notes on August 22, 2001.

On August 22, 2001, the Company completed the issuance and sale of $500 million principal amount of senior unsecured notes due 2011. The notes bear interest at a rate of 7.25% per annum. The Company used the net proceeds of approximately $493 million from the sale of the notes to repay outstanding indebtedness under its credit facilities.

8.

New Accounting Standards
In June 1998, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), which had an initial adoption date of January 1, 2000. In June 1999, the FASB postponed the adoption date by the Company of SFAS 133 until January 1, 2001. The Company adopted the provisions of SFAS 133 effective January 1, 2001. The adoption of SFAS 133 did not have a material impact on the Company's financial condition or results of operations.

In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001 which requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives.

The Company will apply the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of 2002; however, certain provisions of these standards also apply to acquisitions concluded subsequent to June 30, 2001. During 2002, the Company will perform the first of the required impairment tests of goodwill and indefinite lived intangible assets, and has not yet determined what the effect of these tests will be on the earnings and financial position of the Company.

9.

Commitments and Contingencies
The Company is involved in legal and administrative proceedings of various types. While any litigation contains an element of uncertainty, the Company believes that the outcome of such proceedings or claims will not have a material adverse effect on the Company.

(Dollars in millions, except per share data)

2001

  2000

Net income (loss) as reported

$(477.5)

$  90.8

Earnings (loss) per share:

     Basic

$  (1.29)

$    .25

     Diluted

$  (1.29)

$ .24

Net income before non-recurring items

$   54.5 

$107.7

Earnings per share:

     Basic

$     .15 

$    .30

     Diluted

$     .15 

$    .29

(Dollars in millions, except per share data)

   2001

  2000

Net income (loss) as reported

$(616.3)

$307.1

Earnings (loss) per share:

     Basic

$  (1.67)

$    .86

     Diluted

$  (1.67)

$    .83

Net income before non-recurring items

$ 248.2 

$379.7

Earnings per share:

     Basic

$     .67 

$  1.06

     Diluted

$     .66 

$  1.03

i.

Restructuring and other merger related costs
In connection with the operational initiatives discussed above, the Company has executed a wide-ranging restructuring plan that includes severance, lease terminations and other actions. The total amount of the charges incurred in connection with the plan is $645.6 million ($446.5 million, net of tax), including $592.8 million in the third quarter with the remainder having been recorded through the end of the second quarter.

A summary of the components of the total restructuring and other merger related costs, together with an analysis of the cash and non-cash elements, is as follows:

(Dollars in millions)

Amount recorded through Q2

Amount recorded in Q3

Total recorded through Q3

Cash paid through Q3

Non-cash     items   

Liability
at Sept.
30, 2001

TOTAL BY TYPE

Severance and
   termination costs

$15.6

$281.9

$297.5

$51.0

$       -

$246.5

Lease termination
   and related costs

-

257.6

257.6

3.0

77.5

177.1

Other exit costs

-

53.3

53.3

2.0

21.1

30.2

Transaction costs

  37.2

         -

    37.2

  31.5

     5.7

          -

Total

$52.8

$592.8

$645.6

$87.5

$104.3

$453.8

The total restructuring charges of $645.6 million exceeded the original estimate, made in July 2001, of $500 million, due to the deterioration in revenue which caused the need for greater headcount reductions and office closings.

During the third quarter of 2000, the Company recorded restructuring and other merger related costs of $26.7 million ($16.8 million net of tax). For the nine months ended September 30, 2000, the Company recorded restructuring and other merger related costs of $115.5 million ($72.5 million net of tax). The key components of the charge in 2000 were the costs associated with the restructuring of Lowe Lintas & Partners Worldwide. The remaining costs relate principally to transaction and other merger related costs arising from the merger with NFO.

ii.

Goodwill Impairment and Other
Following the completion of the True North acquisition, in connection with the Company's initiative on realignment of certain Interpublic businesses, the Company has evaluated the realizability of various assets. In connection with this review, undiscounted cash flow projections were prepared for certain investments, and the Company determined that the goodwill attributable to certain acquisitions was in excess of its estimates of the entities' future cashflows. As a result, an impairment charge of $303.1 million ($263.4 million, net of tax) has been recorded in the current year. Of the total write-off, $221.4 million was recorded in the second quarter of 2001, with the remainder recorded in the third quarter of 2001. The largest components of the goodwill impairment and other charges are Capita Technologies, Inc. (approximately $145 million) and Zentropy Partners (approximately $16 million), both internet services businesses. The remaining amount primarily relates to several other businesses includi ng internet services, healthcare consulting, and certain advertising offices in Europe and Asia Pacific.

iii.

Investment Impairment
During the year the Company recorded total charges related to the impairment of investments of $208.3 million ($134.1 million, net of tax). Of the total amount, $160.1 million ($103.7 million net of tax) was recorded in the first quarter, with the remainder recorded in the third quarter. The charge in the first quarter was related to the impairment of investments primarily in publicly traded internet-related 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 third quarter charge includes write-offs for non-internet investments, certain venture funds and other investments. The impairment charge adjusts the carrying value of remaining investments to the estimated market value where an other than temporary impairment has occurred.

iv.

Operating Expenses
Included in office and general expenses in the third quarter of 2001 are charges of $85.4 million relating primarily to miscellaneous operating assets, which are no longer considered realizable. Additionally, a benefit of $50 million resulting from a reduction in severance reserves related to recent significant headcount reductions is included in salaries and related expenses.

                 As used in this Agreement, the following capitalized defined terms shall have the following meanings:

1

                  "1933 Act" shall mean the Securities Act of 1933, as amended from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

                  "Additional Interest" shall have the meaning set forth in Section 2(d).

                  "Closing Date" shall mean the Closing Date as defined in the Placement Agreement.

                 "Company" shall have the meaning set forth in the preamble and shall also include the Company's successors.

                  "Exchange Dates" shall have the meaning set forth in Section 2(a)(ii).

                  "Exchange Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

                  "Exchange Securities" shall mean securities issued by the Company under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

                  "Filing Date" means with respect to the Shelf Registration Statement required to be filed pursuant to Section 2(b)(iii), the 60^th day after the delivery of a notice pursuant to Section 2(b)(iii).

                  "Holder" shall mean the Placement Agents, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers (as defined in Section 4(a)).

                  "Indenture" shall mean the Indenture relating to the Securities dated as of October 20, 2000 between the Company and The Bank of New York, as trustee, as supplemented by the Supplemental Indenture dated as of August 22, 2001 between the Company and The Bank of New York, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

                  "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Placement Agents or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount.

                  "Participating Broker-Dealer" shall have the meaning set forth in Section 4(a).

                  "Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

                  "Placement Agents" shall have the meaning set forth in the preamble.

                  "Placement Agreement" shall have the meaning set forth in the preamble.

                  "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein.

                  "Registrable Securities" shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when an Exchange Offer Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been exchanged pursuant to the Exchange Offer for Exchange Securities, (ii) when a Shelf Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Shelf Registration Statement, (iii) when such Securities have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iv) when such Securities shall have ceased to be outstanding.

                  "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Placement Agents) and (viii) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securitie s by a Holder.

                  "Registration Statement" shall mean any registration statement of the Company that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Securities" shall have the meaning set forth in the preamble.

                  "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

                  "Trustee" shall mean the trustee with respect to the Securities under the Indenture.

                  "Underwriter" shall have the meaning set forth in Section 3 hereof.

                  "Underwritten Registration" or "Underwritten Offering" shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public.

                  (i)    that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange;

                  (ii)    the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the "Exchange Dates");

                  (iii)    that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement;

                  (iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date; and

                  (v)    that Holders will be entitled to withdraw their election, not later than the close of business, New York City time, on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged.

As soon as practicable after the last Exchange Date, the Company shall:

                  (i)    accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and

                  (ii)    deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder.

111

               (i)  if (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the SEC on or prior to the120th day after the Closing Date or (B) the Company is required to file a Shelf Registration Statement pursuant to Section 2(b)(iii) hereof and such Shelf Registration Statement is not filed on or prior to the Filing Date applicable thereto then, commencing on the day after either such 120th day in the case of clause (A) or such Filing Date in the case of clause (B), Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of .25% per annum for the first 90 days immediately following thereafter, and such Additional Interest rate shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period; or

                (ii) if (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is declared effective by the SEC on or prior to the 180^th day after the Closing Date or (B) the Company is required to file a Shelf Registration Statement pursuant to Section 2(b)(iii) hereof and such Shelf Registration Statement is not declared effective by the SEC on or prior to the 60^th day following the Filing Date applicable thereto then, commencing on the day after either such 180^th day in the case of Clause (A) or such 60^th day following such Filing Date in the case of Clause (B), Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of .25% per annum for the first 90 days immediately following thereafter, and such Additional Interest rate shall increase by an additional .25% per annum at the beginning of each su bsequent 90-day period; or

                (iii) if (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 210th day after the Closing Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Closing Date or, if earlier, the date when all Securities have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of .25% per annum for the first 90 days commencing on (x) the 211th day after the Closing Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Securities not registered under an Exchange Offer Registration Statement are then covered by an effective Shelf Registration, no Additional Interest shall accrue on such Securities);

qq

               (a)     prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof;

               (b)    prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

               (c)    in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Placement Agents, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amen dment or supplement thereto in accordance with applicable law;

               (d)    use commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction wher e it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;

               (e)    in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Placement Agents promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Re gistrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (vi) of any determination by the Company that a post-effective amendment to a Registration Statement would be appropriate;

               (f)    make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order;

               (g)    in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

               (h)    in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities;

               (i)    in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use its best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Company agrees to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Company has amended or supple mented the Prospectus to correct such misstatement or omission;

               (j)    a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Placement Agents and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make such of the representatives of the Company as shall be reasonably requested by the Placement Agents or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statem ent or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Placement Agents and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Placement Agents or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall object;

               (k)    obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement;

               (l)cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

               (m)    in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all financial and other records, pertinent documents and properties of the Company, and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement;

               (n)    in the case of a Shelf Registration, use commercially reasonable efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued by the Company are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

               (o)    use commercially reasonable efforts to cause the Exchange Securities to continue to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act), if the Registrable Securities have been rated;

               (p)    if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; and

               (q)    in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same in writing if and when requested, (ii) obtain opinions of counsel to the Company (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain "cold comfort" letters from the independent certified public accountants of the Company (and, if necessary, any other certified public accountant of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

(i) the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and

(ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Placement Agents or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Placement Agents and the Company in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one entity representing the Participating Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated unless it elects not to act as such representative, (y) to pay the reasonable fees and expenses of o nly one counsel representing the Participating Broker-Dealers, which shall be counsel to the Placement Agents unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, "cold comfort" letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above.

Grantee: Name:

David A. Bell

Date of Grant:

August 23, 2001

Number of Restricted
  Shares granted:

75,000

Lapse of Restrictions:

Except as set forth in Paragraph 2, Paragraph 3 and Paragraph 4 of the attached Exhibit A, the restrictions on the above-mentioned shares of Common Stock shall lapse on the fifth anniversary of the date of the Grant.

THE INTERPUBLIC GROUP OF COMPANIES, INC.

By     /s/ C. KENT KROEBER                                        

              C. Kent Kroeber

AA

(a)

shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, and

(b)

shall, if delivered to you or to your order, be returned to the Corporation forthwith and all your rights to such shares shall immediately terminate without any payment of consideration by the Corporation, if your continuous employment with the Corporation or any of its subsidiaries shall terminate for any reason, except as provided in Paragraph 3 and Paragraph 4 hereof. If your interest in the shares of Common Stock awarded pursuant to the Grant shall be terminated pursuant to this clause (b), you shall forthwith deliver to the Secretary or any Assistant Secretary of the Corporation the certificates for shares of Common Stock so terminated, if such certificates shall have been delivered to you or to your order, accompanied by such instrument of transfer as may be required by the Secretary or any Assistant Secretary of the Corporation.

aa

(a)

no later than the date of the lapse of the restrictions mentioned in Paragraph 2 and 4 hereof and in the attached Instrument of Restricted Stock, you will pay to the Corporation, or make arrangements satisfactory to the Committee regarding payment of, any Federal, State or local taxes of any kind required by law to be withheld with respect to the shares of Common Stock subject to the Grant, and

(b)

the Corporation and its subsidiaries shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due to you any Federal, State or local taxes of any kind required by law to be withheld with respect to the shares of Common Stock subject to the Grant.

Date of Grant:

August 23, 2001

Number of Restricted
  Shares granted:

50,000

Lapse of Restrictions:

Except as set forth in Paragraph 2, Paragraph 3 and Paragraph 4 of the attached Exhibit A, the restrictions on the above-mentioned shares of Common Stock shall lapse on the fifth anniversary of the date of the Grant.

THE INTERPUBLIC GROUP OF COMPANIES, INC.

By     /s/ C. KENT KROEBER                    

               C. KENT KROEBER

(a)

shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, and

(b)

shall, if delivered to you or to your order, be returned to the Corporation forthwith and all your rights to such shares shall immediately terminate without any payment of consideration by the Corporation, if your continuous employment with the Corporation or any of its subsidiaries shall terminate for any reason, except as provided in Paragraph 3 and Paragraph 4 hereof. If your interest in the shares of Common Stock awarded pursuant to the Grant shall be terminated pursuant to this clause (b), you shall forthwith deliver to the Secretary or any Assistant Secretary of the Corporation the certificates for shares of Common Stock so terminated, if such certificates shall have been delivered to you or to your order, accompanied by such instrument of transfer as may be required by the Secretary or any Assistant Secretary of the Corporation.

(a)

no later than the date of the lapse of the restrictions mentioned in Paragraph 2 and 4 hereof and in the attached Instrument of Restricted Stock, you will pay to the Corporation, or make arrangements satisfactory to the Committee regarding payment of, any Federal, State or local taxes of any kind required by law to be withheld with respect to the shares of Common Stock subject to the Grant, and

(b)

the Corporation and its subsidiaries shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due to you any Federal, State or local taxes of any kind required by law to be withheld with respect to the shares of Common Stock subject to the Grant.

Grantee: Name

David A. Bell

Date of Grant:

August 23, 2001

Number of shares of Common Stock Subject to the Option: 125,000

Exercise Price per share:  $27.525

Option Expiration Date:  August 23, 2011

ss

Senior Vice President

     /s/ C. KENT KROEBER          

          C. KENT KROEBER

Secretary

     /s/ NICHOLAS J. CAMERA    

          NICHOLAS J. CAMERA

22

          (i)  If the Grantee's cessation of employment is due to disability, he may, at any time within three years after such cessation of employment, exercise the Option as set forth above.

          (ii)  If the Grantee dies while in the employment of the Corporation (or within three years after having ceased to be employed by the Corporation owing to his or her disability) and without having fully exercised the Option, the executors or administrators or legatees or distributees of his estate shall have the right, during the one-year period following his death, to exercise the Option in the manner described above.

qq

If the Grantee's employment is terminated for any reason other than those identified in the preceding paragraphs (such as a termination for cause), the unvested portion of the award shall be immediately forfeited. To the extent such Option is vested in accordance with the terms of the Option and the Plan, the Grantee (or, following the Grantee's death, the Grantee's beneficiary or personal representative) may exercise any Option held by the Grantee at the time of such termination, for a period of three months following such termination.

Grantee:  Name

J. Brendan Ryan

Date of Grant:

August 23, 2001

Number of shares of Common Stock Subject to the Option: 100,000

Exercise Price per share:  $27.525

Option Expiration Date:  August 23, 2011

Senior Vice President

  /s/ C. KENT KROEBER          

       C. KENT KROEBER

Secretary

  /s/ NICHOLAS J. CAMERA          

       NICHOLAS J. CAMERA

(i) If the Grantee's cessation of employment is due to disability, he may, at any time within three years after such cessation of employment, exercise the Option as set forth above.

(ii) If the Grantee dies while in the employment of the Corporation (or within three years after having ceased to be employed by the Corporation owing to his or her disability) and without having fully exercised the Option, the executors or administrators or legatees or distributees of his estate shall have the right, during the one-year period following his death, to exercise the Option in the manner described above.

22

If the Grantee's employment is terminated for any reason other than those identified in the preceding paragraphs (such as a termination for cause), the unvested portion of the award shall be immediately forfeited. To the extent such Option is vested in accordance with the terms of the Option and the Plan, the Grantee (or, following the Grantee's death, the Grantee's beneficiary or personal representative) may exercise any Option held by the Grantee at the time of such termination, for a period of three months following such termination.

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Amounts in Millions Except Per Share Data)

Three Months
Ended September 30,

Nine Months
Ended September 30,

     2001

       2000

      2001

        2000

Basic

Net income (loss)

$(477.5)

$ 90.8 

$(616.3)

$307.1

Weighted average number of common shares outstanding

    369.6 

  362.7 

   368.2 

  358.3