UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                             -----------------------


                                    FORM 8-K

                             -----------------------


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): October 27, 2004

                    The Interpublic Group of Companies, Inc.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


          Delaware                        1-6686                 13-1024020
- --------------------------------------------------------------------------------
(State or Other Jurisdiction         (Commission File           (IRS Employer
      of Incorporation)                   Number)            Identification No.)

 1114 Avenue of the Americas, New York, New York                    10036
- --------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                       (Zip Code)


        Registrant's telephone number, including area code: 212-704-1200


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

       Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:


|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 1.01.  Entry into a Material Definitive Agreement

Attached as exhibits are forms of stock option, restricted stock and restricted
stock unit agreements used under The Interpublic Group of Companies, Inc. 2004
Performance Incentive Plan and The Interpublic Non-Management Directors' Stock
Incentive Plan, as well as the forms of participation agreements used under the
Interpublic Senior Executive Retirement Income Plan and the Interpublic Capital
Accumulation Plan.

Item 9.01 Financial Statements and Exhibits.

   (c) Exhibits.

         10.1 -- The Interpublic Group Of Companies, Inc. 2004 Performance
                 Incentive Plan - Form of 2004 Plan Option Certificate

         10.2 -- The Interpublic Group Of Companies, Inc. 2004 Performance
                 Incentive Plan - Form of Instrument of Restricted Stock

         10.3 -- The Interpublic Group Of Companies, Inc. 2004 Performance
                 Incentive Plan - Form of Instrument of Restricted Stock Units

         10.4 -- The Interpublic Non-Management Directors' Stock Incentive Plan
                 - Form of Plan Option Certificate

         10.5 -- The Interpublic Non-Management Directors' Stock Incentive Plan
                 - Form of Instrument of Restricted Shares

         10.6 -- The Interpublic Non-Management Directors' Stock Incentive Plan
                 - Form of Instrument of Restricted Share Units

         10.7 --  The Interpublic Senior Executive Retirement Income Plan
                  - Form of Participation Agreement

         10.8 --  The Interpublic Capital Accumulation Plan - Form of
                  Participation Agreement



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   THE INTERPUBLIC GROUP OF COMPANIES, INC.


Date: October 27, 2004             By:  /s/ Nicholas J. Camera
                                        --------------------------------------
                                        Nicholas J. Camera
                                        Senior Vice President, General Counsel
                                        and Secretary



                                  EXHIBIT INDEX

Exhibit No.                           Description
- -----------                           -----------

   10.1    The Interpublic Group Of Companies, Inc. 2004 Performance Incentive
           Plan - Form of 2004 Plan Option Certificate
   10.2    The Interpublic Group Of Companies, Inc. 2004 Performance Incentive
           Plan - Form of Instrument of Restricted Stock
   10.3    The Interpublic Group Of Companies, Inc. 2004 Performance Incentive
           Plan - Form of Instrument of Restricted Stock Units
   10.4    The Interpublic Non-Management Directors' Stock Incentive Plan - Form
           of Plan Option Certificate
   10.5    The Interpublic Non-Management Directors' Stock Incentive Plan - Form
           of Instrument of Restricted Shares
   10.6    The Interpublic Non-Management Directors' Stock Incentive Plan - Form
           of Instrument of Restricted Share Units
   10.7    The Interpublic Senior Executive Retirement Income Plan - Form of
           Participation Agreement
   10.8    The Interpublic Capital Accumulation Plan - Form of Participation
           Agreement


                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
                         2004 PERFORMANCE INCENTIVE PLAN
                                  ("the Plan")

                      FORM OF 2004 PLAN OPTION CERTIFICATE

          THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE
          -------------------------------------------------------------

THIS IS TO CERTIFY that, on the date shown below, the employee identified below
(the Grantee") has been granted an option award at the Exercise price stated
below to purchase the number of shares of Common Stock of The Interpublic Group
of Companies, Inc. specified below, subject to the rules of the above-mentioned
Plan.

Grantee:

Date of Grant:

Number of shares of Common Stock Subject to the Option:

Exercise Price per share:  $

Option Expiration Date:

[Vesting provisions to be inserted. Except as set forth in the Plan, the Option
may not be exercised during the twelve-month period following the Date of
Grant.]




                                                ------------------------------


The foregoing Grant of an Option Award is hereby accepted on the terms contained
herein:



- ---------------------------------
           Grantee

                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
                         2004 PERFORMANCE INCENTIVE PLAN
                                  ("the Plan")

                     FORM OF INSTRUMENT OF RESTRICTED STOCK

          THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE
          -------------------------------------------------------------

THIS IS TO CERTIFY that, on the date shown below, the employee identified below
("the Grantee") has been granted an award of Restricted Stock, subject to the
Rules of the above-mentioned Plan.


Grantee:

Date of Grant:

Number of Restricted
  Shares granted:

Lapse of Restrictions:         [Lapse provisions to be inserted, which may
                               include the lapse of restrictions upon
                               satisfaction of performance criteria determined
                               by the Committee. Except as set forth in the
                               Plan, the restrictions shall not lapse during the
                               first year following the Date of Grant.]



                                    THE INTERPUBLIC GROUP OF COMPANIES, INC.



                                    By
                                       -------------------------------------




The foregoing Grant of a Restricted Stock
Award is hereby accepted on the terms
contained herein:



- ---------------------------------
           Grantee




                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
                         2004 PERFORMANCE INCENTIVE PLAN
                                  ("the Plan")

                  FORM OF INSTRUMENT OF RESTRICTED STOCK UNITS

          THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE
          -------------------------------------------------------------

THIS IS TO CERTIFY that, on the date shown below, the employee identified below
("the Grantee") has been granted an award of Restricted Stock Units, subject to
the Rules of the above-mentioned Plan.


Grantee:

Date of Grant:

Number of Restricted
  Stock Units granted:

Lapse of Restrictions:         [Lapse provisions to be inserted, which may
                               include the lapse of restrictions upon
                               satisfaction of performance criteria determined
                               by the Committee. Except as set forth in the
                               Plan, the restrictions shall not lapse during the
                               first year following the Date of Grant.]

                                   THE INTERPUBLIC GROUP OF COMPANIES, INC.



                                   By
                                     --------------------------------------


The foregoing Grant of a Restricted Stock
Unit Award is hereby accepted on the terms
contained herein:



- ---------------------------------
            Grantee


                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
         THE INTERPUBLIC NON-MANAGEMENT DIRECTORS' STOCK INCENTIVE PLAN
                                  ("the Plan")

                         FORM OF PLAN OPTION CERTIFICATE

          THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE
          -------------------------------------------------------------

THIS IS TO CERTIFY that, on the date shown below, an Option was granted, subject
to the Rules of the above-mentioned Plan, to the under-mentioned to subscribe at
the Exercise Price stated below the number of shares of Common Stock of The
Interpublic Group of Companies, Inc. specified below.

Grantee:  Name:

Date of Grant:

Number of shares of Common Stock subject to the Option:

Exercise Price per share:  $

Option Expiration Date:

The Option may not be exercised in any part until [3 years from date of grant].
Thereafter the Option shall be exercisable in its entirety.


                    THE INTERPUBLIC GROUP OF COMPANIES, INC.



                   By
                     ---------------------------------------





The foregoing grant of an Option Award
is hereby accepted on the terms
contained herein:



- ------------------------------
           Grantee



                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
         THE INTERPUBLIC NON-MANAGEMENT DIRECTORS' STOCK INCENTIVE PLAN
                                  ("the Plan")

                     FORM OF INSTRUMENT OF RESTRICTED SHARES

          THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE
          -------------------------------------------------------------

THIS IS TO CERTIFY that, on the date shown below, the under-mentioned
Non-Management Director ("the Grantee") has been granted an award of Restricted
Shares, subject to the Rules of the above-mentioned Plan, for the number of
shares of Common Stock of The Interpublic Group of Companies, Inc. specified
below.



Grantee:  Name:

Date of Grant:

Number of Restricted
  Shares granted:

Lapse of Restrictions:         Except as set forth in Section 7.3 of the Plan,
                               the restrictions on the above-mentioned shares of
                               Common Stock shall lapse on the third anniversary
                               of the date of the Grant.



                                    THE INTERPUBLIC GROUP OF COMPANIES, INC.



                                    By
                                      --------------------------------------


The foregoing Grant of a Restricted Share
Award is hereby accepted on the terms
contained herein:



- ---------------------------------
           Grantee


                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
         THE INTERPUBLIC NON-MANAGEMENT DIRECTORS' STOCK INCENTIVE PLAN
                                  ("the Plan")

                  FORM OF INSTRUMENT OF RESTRICTED SHARE UNITS

          THIS DOCUMENT IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE
          -------------------------------------------------------------

THIS IS TO CERTIFY that, on the date shown below, the under-mentioned
Non-Management Director ("the Grantee") has been granted an award of Restricted
Share Units, subject to the Rules of the above-mentioned Plan, for the number of
shares of Common Stock of The Interpublic Group of Companies, Inc. specified
below.



Grantee:  Name:

Date of Grant:

Number of Restricted
  Share Units granted:        [        ]

Lapse of Restrictions:        Except as set forth in Section 8.3 of the Plan,
                              the Restricted Share Units shall be subject to
                              forfeiture on the third anniversary of the date
                              of the Grant.



                                    THE INTERPUBLIC GROUP OF COMPANIES, INC.



                                    By
                                       -------------------------------------


The foregoing Grant of a Restricted Share
Units Award is hereby accepted on the terms
contained herein:



- ---------------------------------
            Grantee



             The Interpublic Senior Executive Retirement Income Plan

                         Form of Participation Agreement

                  WHEREAS, __________________ (the "Participant") is a senior
executive of The Interpublic Group of Companies, Inc. ("Interpublic") and its
subsidiaries, and has been approved by the Compensation Committee of
Interpublic's Board of Directors to participate in The Interpublic Senior
Executive Retirement Income Plan ("SERIP");

                  WHEREAS, the Participant has received and reviewed the
pamphlet entitled "The Interpublic Senior Executive Retirement Income Plan,"
which sets forth the basic terms and conditions of SERIP (the "Plan Document");
and

                  WHEREAS, the Plan Document provides that certain details with
regard to the Participant's benefit and other rights and responsibilities under
SERIP are to be set forth in the Participant's Participation Agreement;

                  NOW, THEREFORE, the undersigned Participant agrees to be bound
by the terms of the Plan Document, which terms are incorporated herein by
reference, and modified and expanded as follows:

1.   Effective Date. This Participation Agreement shall be effective as of
     ______________, provided the Participant submits the executed Participation
     Agreement to Interpublic within 30 days thereafter. If the Participant does
     not submit the executed Participation Agreement within 30 days after the
     date set forth in the preceding sentence, this Participation Agreement
     shall be effective as of the first day of the month next following the date
     on which the Participant submits the executed Participation Agreement.

2.   Benefit and Vesting. The Participant's benefit shall be _______________ per
     year payable in monthly installments for 15 years, if the Participant has
     attained at least age 60 and the benefit is fully vested. Subject to
     paragraph 3, which sets forth the requirement to comply with
     non-competition and non-solicitation agreements, this benefit is scheduled
     to become fully vested as follows: 30% on ___________________, and an
     additional 10% on each _______________ thereafter, with all amounts fully
     vested on _____________________ (assuming the Participant continues in the
     employment of Interpublic and its subsidiaries until this date).

3.   Non-Competition and Non-Solicitation. For a period of two (2) years
     following the termination of the Participant's employment for any reason,
     the Participant shall not: (a) accept employment with or serve as a
     consultant, advisor or in any other capacity to an employer that is in
     competition with the business unit or units of Interpublic by which the
     Participant is employed (the "Business Unit"); (b) directly or indirectly,
     either on the Participant's own behalf or on behalf of any other person,
     firm or corporation, solicit or perform services for any account that is a
     client of the Business Unit at the time of the Participant's termination of
     employment with the Business Unit or that was a client of the Business Unit
     at any time within one year prior to the date of the Participant's
     termination of employment; (c) directly or indirectly employ or attempt to
     employ or assist anyone else to employ any person who is at such time or
     who was within the six-month period immediately prior to such time in the
     employ of the Business Unit. Breach by the Participant of such
     non-competition agreement or non-solicitation agreement shall result in the
     forfeiture of the Participant's vested benefit, and any monies already paid
     to the Participant shall be returned in full by the Participant to
     Interpublic.

     The Participant acknowledges that these provisions are reasonable and
     necessary to protect Interpublic's legitimate business interests, and that
     these provisions do not prevent the Participant from earning a living. If
     at the time of enforcement of any provision of this Agreement, a court
     shall hold that the duration, scope or area restriction of any provision
     hereof is unreasonable under circumstances now or then existing, the
     parties hereto agree that the maximum duration, scope or area reasonable
     under the circumstances shall be substituted by the court for the stated
     duration, scope or area.


4.   Payment Form Election. Unless specified below (or otherwise specified in a
     valid election, submitted by the Participant to Interpublic's Human
     Resources Department at least 12 months before distribution under SERIP is
     scheduled to begin), the Participant's vested benefit shall be distributed
     in monthly payments for 15 years, as provided in the Plan Document.


     If you would like to elect a payment form other than monthly payments for
     15 years, check below.

         ____  I elect to receive my vested benefit in monthly payments for
               10 years.


     I understand that my vested benefit will be discounted, as provided in the
     Plan Document, to reflect the accelerated payout associated with the
     election of an optional payment form.


 5.  Benefit Commencement Date. As provided in the Plan Document, any election
     to commence the Participant's benefit before the first day of the month
     coincident with or next following the Participant's 60th birthday must be
     received by Interpublic's Human Resources Department at least 12 months
     before payments are scheduled to begin.


6.   Relationship to Plan Document. This Participation Agreement is intended to
     be executed and administered in conjunction with the Plan Document. Where
     this Participation Agreement is silent, the terms and provisions in the
     Plan Document shall govern. To the extent that any term or provision in
     this Participation Agreement is inconsistent with a term or provision in
     the Plan Document, the term or provision in this Participation Agreement
     shall govern.


7.   Knowing and Voluntary Agreement. The Participant has received and read the
     Plan Document. The Participant fully understands the terms of the Plan
     Document and of this Participation Agreement, and the Participant is
     entering this Participation Agreement voluntarily.


8.   Complete Statement. This Participation Agreement shall be construed as a
     complete statement of the Participant's benefit and other rights under
     SERIP. Any change to the terms of this Participation Agreement or to the
     Participant's rights under SERIP shall be adopted by executing an amendment
     or supplement to the Plan Document or to this Participation Agreement.

                  IN WITNESS WHEREOF, Interpublic, by its duly authorized
officer, and the Participant have caused this Participation Agreement to be
executed.

Interpublic Group of Companies, Inc.                       Participant

BY:  _______________________________            ________________________________
         Name:
         Title:


DATE:  _____________________________       DATE: _______________________________

Return to Interpublic's Law Department by ___________________.





      THE INTERPUBLIC GROUP OF COMPANIES, INC.
      BENEFICIARY DESIGNATION: Senior Executive Retirement Income Plan

- --------------------------------------------------------------------------------

Participant's Name_________________________________Soc. Sec. No:________________
Home Address ___________________________________________________________________
City_____________________State _____________________________Zip_________________
Date of Birth _____________________________
Daytime Telephone Number _____________Evening Telephone Number _________________
|_|   Please check box if your address has changed within the last year.
|_| I am married.  |_| I am not married.

Primary Beneficiary Designation
I hereby designate such of the following person(s) who shall survive me as my
Primary Beneficiary(ies):

1. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

2. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

3. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.
                                                               Total = 100%

Contingent Beneficiary Designation
If no Primary Beneficiary named above shall survive me, I designate such of the
following person(s) who shall survive me as my Contingent Beneficiary(ies).

1. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

2. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

3. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.
                                                               Total = 100%


*If no percentage is designated, beneficiaries will share equally. If any of my
Primary Beneficiaries (or, if applicable, my Contingent Beneficiaries),
predecease me, his or her benefits will be shared among my surviving Primary
(or, if applicable, Contingent) Beneficiaries in accordance with the
proportionate shares of the surviving beneficiaries designated above or, if no
percentage is designated, equally.

Consent of Spouse
If a party other than the participant's spouse is named as Primary Beneficiary
above, this designation is valid only if the participant's spouse (if any)
consents below to the participant's designation of the Primary Beneficiary(ies)
and only if the spouse's consent is witnessed by a notary public.

  I, ____________________________________, am the spouse of the above-named
  participant. I hereby consent to the designation of the Primary
  Beneficiary(ies) specified above.

         --------------------------------------
         Spouse's Signature                                                 Date



     STATE OF ________________       COUNTY OF: ______________           ss:

     On __________________________, before me personally came
     ________________________________; to me known and known to me to be the
     individual described as the spouse herein who executed the foregoing
     consent and duly acknowledged to me that he/she freely executed same.


     -----------------------------
     Notary Public                          My Commission Expires:


Execution of Beneficiary Designation

- ----------------------------------------------   ---------------------------
      Participant's Signature                              Date
- ----------------------------------------------   ---------------------------


                    The Interpublic Capital Accumulation Plan

                         Form of Participation Agreement

                  WHEREAS, _______________________________ (the "Participant")
is a key executive of The Interpublic Group of Companies, Inc. ("Interpublic")
and its subsidiaries, and has been approved by Interpublic's Management Human
Resources Committee to participate in The Interpublic Capital Accumulation Plan
("CAP");

                  WHEREAS, the Participant has received and reviewed the
pamphlet entitled "The Interpublic Capital Accumulation Plan," which sets forth
the basic terms and conditions of CAP (the "Plan Document"); and

                  WHEREAS, the Plan Document provides that certain details with
regard to the Participant's account and other rights and responsibilities under
CAP are to be set forth in the Participant's Participation Agreement;

                  NOW, THEREFORE, the undersigned Participant agrees to be bound
by the terms of the Plan Document, which terms are incorporated herein by
reference, and modified and expanded as follows:

1.   Effective Date. This Participation Agreement shall be effective as of
     __________________, provided the Participant submits the executed
     Participation Agreement to Interpublic by __________________________. If
     the Participant does not submit the executed Participation Agreement by
     such date, this Participation Agreement shall be effective as of the first
     day of the month next following the date on which the Participant submits
     the executed Participation Agreement.

2.   Credit. The Participant's annual dollar credit shall be $_____________ and
     shall be credited December 31 of each year if Participant is in the Plan on
     such date.

3.   Interest. The annual interest rate for the calendar year in which the
     Effective Date set forth in paragraph 1 occurs is 4.25%. As stated in the
     Plan Document, interest first accrues on December 31 of the calendar year
     following the first year of Participation. The applicable interest rate can
     be adjusted (upward or downward) annually.

4.   Vesting. Subject to paragraph 7, which sets forth the requirement to comply
     with non-competition and non-solicitation agreements, the Participant's CAP
     account is scheduled to become fully vested on ______________________
     (assuming the Participant continues in the employment of Interpublic and
     its subsidiaries until this date).

5.   Non-Competition and Non-Solicitation. For a period of two (2) years
     following the termination of the Participant's employment for any reason,
     the Participant shall not: (a) accept employment with or serve as a
     consultant, advisor or in any other capacity to an employer that is in
     competition with the business unit or units of Interpublic by which the
     Participant is employed (the "Business Unit"); (b) directly or indirectly,
     either on the Participant's own behalf or on behalf of any other person,
     firm or corporation, solicit or perform services for any account that is a
     client of the Business Unit at the time of the Participant's termination of
     employment with the Business Unit or that was a client of the Business Unit
     at any time within one year prior to the date of the Participant's
     termination of employment; (c) directly or indirectly employ or attempt to
     employ or assist anyone else to employ any person who is at such time or
     who was within the six-month period immediately prior to such time in the
     employ of the Business Unit. Breach by the Participant of any of the above
     provisions shall result in the forfeiture of all interest credited to the
     Participant's account.

     The Participant acknowledges that these provisions are reasonable and
     necessary to protect Interpublic's legitimate business interests, and that
     these provisions do not prevent the Participant from earning a living. If
     at the time of enforcement of any provision of this Agreement, a court
     shall hold that the duration, scope or area restriction of any provision
     hereof is unreasonable under circumstances now or then existing, the
     parties hereto agree that the maximum duration, scope or area reasonable
     under the circumstances shall be substituted by the court for the stated
     duration, scope or area.

6.   Payment Form Election. Unless specified below (or otherwise specified in a
     valid election, submitted by the Participant to Interpublic's Human
     Resources Department at least 12 months before distribution under CAP is
     scheduled to begin), the Participant's vested account balance shall be
     distributed in a lump sum.


     If you would like to elect a payment form other than a lump sum, check
below.

      ____  I elect to receive my vested account balance in monthly installments
            over 10 years.

      ____  I elect to receive my vested account balance in monthly installments
            over 15 years.


     I understand that the installment forms described above are available only
     if I terminate employment after age 55, with at least five years of
     participation in CAP.

7.   Benefit Commencement Date. As provided in the Plan Document, any election
     to commence distribution of the Participant's account after the earliest
     commencement date permitted under the Plan Document must be received by
     Interpublic's Human Resources Department at least 12 months before the
     otherwise applicable commencement date.

8.   Relationship to Plan Document. This Participation Agreement is intended to
     be executed and administered in conjunction with the Plan Document. Where
     this Participation Agreement is silent, the terms and provisions in the
     Plan Document shall govern. To the extent that any term or provision in
     this Participation Agreement is inconsistent with a term or provision in
     the Plan Document, the term or provision in this Participation Agreement
     shall govern.

9.   Knowing and Voluntary Agreement. The Participant has received and read the
     Plan Document. The Participant fully understands the terms of the Plan
     Document and of this Participation Agreement, and the Participant is
     entering this Participation Agreement voluntarily.

10.  Complete Statement. This Participation Agreement shall be construed as a
     complete statement of the Participant's rights under CAP. Any change to the
     terms of this Participation Agreement or to the Participant's rights under
     CAP shall be adopted by executing an amendment or supplement to the Plan
     Document or to this Participation Agreement.

                  IN WITNESS WHEREOF, Interpublic, by its duly authorized
officer, and the Participant have caused this Participation Agreement to be
executed.

Interpublic Group of Companies, Inc.                       Participant

BY:  ________________________________
         Name:
         Title:


DATE:  ______________________________       DATE: ______________________________

Return to Interpublic's Law Department by  __________________________.






      THE INTERPUBLIC GROUP OF COMPANIES, INC.
      BENEFICIARY DESIGNATION: Capital Accumulation Plan

- --------------------------------------------------------------------------------

Participant's Name_________________________________Soc. Sec. No:________________
Home Address ___________________________________________________________________
City_____________________State _____________________________Zip_________________
Date of Birth _____________________________
Daytime Telephone Number _____________Evening Telephone Number _________________
|_|   Please check box if your address has changed within the last year.
|_| I am married.  |_| I am not married.

Primary Beneficiary Designation
I hereby designate such of the following person(s) who shall survive me as my
Primary Beneficiary(ies):

1. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

2. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

3. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.
                                                               Total = 100%

Contingent Beneficiary Designation
If no Primary Beneficiary named above shall survive me, I designate such of the
following person(s) who shall survive me as my Contingent Beneficiary(ies).

1. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

2. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.

3. Name         Relationship         Date of Birth             Percentage Share*

   Address                           Social Security No.
                                                               Total = 100%


*If no percentage is designated, beneficiaries will share equally. If any of my
Primary Beneficiaries (or, if applicable, my Contingent Beneficiaries),
predecease me, his or her benefits will be shared among my surviving Primary
(or, if applicable, Contingent) Beneficiaries in accordance with the
proportionate shares of the surviving beneficiaries designated above or, if no
percentage is designated, equally.

Consent of Spouse
If a party other than the participant's spouse is named as Primary Beneficiary
above, this designation is valid only if the participant's spouse (if any)
consents below to the participant's designation of the Primary Beneficiary(ies)
and only if the spouse's consent is witnessed by a notary public.

  I, ____________________________________, am the spouse of the above-named
  participant. I hereby consent to the designation of the Primary
  Beneficiary(ies) specified above.

         --------------------------------------
         Spouse's Signature                                                 Date



     STATE OF ________________       COUNTY OF: ______________           ss:

     On __________________________, before me personally came
     ________________________________; to me known and known to me to be the
     individual described as the spouse herein who executed the foregoing
     consent and duly acknowledged to me that he/she freely executed same.


     -----------------------------
     Notary Public                          My Commission Expires:


Execution of Beneficiary Designation

- ----------------------------------------------   ---------------------------
      Participant's Signature                              Date
- ----------------------------------------------   ---------------------------