Sample Business Contracts

Executive Special Benefit Agreement - Interpublic Group of Companies Inc. and C. Kent Kroeber

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                             SUPPLEMENTAL AGREEMENT

          AGREEMENT  made as of June 30,  2000 by and  between  THE  INTERPUBLIC
GROUP OF COMPANIES,  INC., a corporation  of the State of Delaware  (hereinafter
referred to as "Interpublic")  and C. KENT KROEBER  (hereinafter  referred to as

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

          WHEREAS, Executive and Interpublic are parties to an Executive Special
Benefit  Agreement made as of July 1, 1987, and Supplemental  Agreements made as
of May 23,  1990,  June 1, 1994 and October 27,  1998  (hereinafter  referred to
collectively as the "Agreement"); and;

          WHEREAS, the Corporation and Executive desire to amend the Agreement;

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

          1. Section 1.03 of the July 1, 1987 Agreement and Sections 1.02 of the
October 27, 1998 and June 1, 1994 Agreements are hereby amended, so as to delete
"per annum for fifteen (15) years following  Executive's death, such payments to
be made on January  15th of each of the fifteen  (15) years  beginning  with the
year following the year in which  Executive  dies" and to substitute  "per annum
for fifteen (15) years in monthly  installments  beginning  with the 15th of the
calendar month following  Executive's  death, and in equal monthly  installments

          2. A new Section 1.11 to the July 1, 1987  Agreement and a new Section
1.05 to the  October  27,  1998  Agreement  are  hereby  added  to read in their
entirety as follows:  "If Executive's  employment  continues  beyond the maximum
target  benefit age provided in this  Agreement,  the maximum target age benefit
will be  increased  4% annually  until  Executive  fully  retires.  In no event,
however,  will the 4% annual benefit increase be applied past the year 2003".

          3. Except as herein above  amended,  the Agreement  shall  continue in
full force and effect.

          4. This  Supplemental  Agreement  shall be governed by the laws of the
State of New York.

                              THE INTERPUBLIC GROUP OF
                              COMPANIES, INC.

                              By /s/ NICHOLAS J. CAMERA
                                By:  NICHOLAS J. CAMERA

                                 /s/ C. KENT KROEBER
                                   C. KENT KROEBER