Five Year Credit Agreement (Amendment No. 1) - Interpublic Group of Companies Inc., Lenders and Citibank N.A.


EXECUTION COPY

                             AMENDMENT NO. 1 TO THE
                           FIVE YEAR CREDIT AGREEMENT

Dated as of June 26, 2001

AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT among The
Interpublic Group of Companies, Inc., a Delaware corporation (the 
"COMPANY"), the banks, financial institutions and other institutional 
lenders parties to the Credit Agreement referred to below (collectively, 
the "LENDERS") and Citibank, N.A., as administrative agent (the 
"AGENT") for the Lenders.

PRELIMINARY STATEMENTS:

(1) The Company, the Lenders and the Agent have entered into a Five
Year Credit Agreement dated as of June 27, 2000 (the "CREDIT AGREEMENT").
Capitalized terms not otherwise defined in this Amendment have the 
same meanings as specified in the Credit Agreement.

(2) The Company and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.

SECTION 1. Amendments to Credit Agreement The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2, hereby amended as follows:

(a) The definitions of "COMMITTED CURRENCIES", "EBITDA",
"EUROCURRENCY RATE", "LIBO RATE" and "REFERENCE BANKS" in Section 1.01 
are in full to read as follows:

"COMMITTED CURRENCIES" means lawful currency of the United
Kingdom of Great Britain and Northern Ireland, lawful currency of
the Federal Republic of Germany, lawful currency of the Republic of
France, lawful currency of The Swiss Federation, lawful currency of
Japan, Euro and any other currency requested by the applicable
Borrower that can be provided by all Lenders.

"EBITDA" means, for any period, net income (or net loss) PLUS
the sum of (a) Interest Expense, (b) income tax expense, (c)
depreciation expense, (d) amortization expense, in each case
determined in accordance with GAAP for such period, (e)
restructuring and other merger related charges, (f) costs related to
the acquisition of Deutsch, Inc. and its Affiliates, (g) investment
impairment charges, in the case of (e), (f) and (g), as recorded in
the financial statements of the Company and its Consolidated
Subsidiaries in accordance with GAAP for the fiscal quarters ended
September 30, 2000, December 31, 2000 and March 31, 2001 and (h)
non-recurring charges up to an aggregate amount of $100,000,000, as
recorded in the financial statements of the Company and its
Consolidated Subsidiaries in accordance with GAAP for the six months
ended September 30, 2001.

"EUROCURRENCY RATE" means, for any Interest Period for each
Eurocurrency Rate Advance comprising part of the same Revolving
Credit Borrowing, an interest rate per annum equal to the rate per
annum obtained by dividing (a)(i) in the case of any Revolving
Credit Borrowing denominated in Dollars or any Committed Currency
other than Euro, the rate per annum (rounded upward to the nearest
whole multiple of 1/16 of 1% per annum) appearing on Telerate
Markets Page 3750 (or any successor page) as the London interbank
offered rate for deposits in Dollars or the applicable Committed
Currency at approximately 11:00 A.M. (London time) two Business Days
prior to the first day of such Interest Period for a term comparable
to such Interest Period or, if for any reason such rate is not
available, the average (rounded upward to the nearest whole



            multiple of 1/16 of 1% per annum, if such average is not such a
            multiple) of the respective rates per annum at which deposits in
            Dollars or the applicable Committed Currency are offered by the
            principal office of each of the Reference Banks in London, England
            to prime banks in the London interbank market at 11:00 A.M. (London
            time) two Business Days before the first day of such Interest Period
            in an amount substantially equal to such Reference Bank's
            Eurocurrency Rate Advance comprising part of such Revolving Credit
            Borrowing to be outstanding during such Interest Period and for a
            period equal to such Interest Period (subject, however, to the
            provisions of Section 2.08) or (ii) in the case of any Revolving
            Credit Borrowing denominated in Euro, the EURIBO Rate by (b) a
            percentage equal to 100% minus the Eurocurrency Rate Reserve
            Percentage for such Interest Period.

                  "LIBO RATE" means, for any Interest Period for all LIBO Rate
            Advances comprising part of the same Competitive Bid Borrowing, an
            interest rate per annum equal to the rate per annum obtained by
            dividing (a)(i) in the case of any Competitive Bid Borrowing
            denominated in Dollars or any Committed Currency other than Euro,
            the rate per annum (rounded upward to the nearest whole multiple of
            1/16 of 1% per annum) appearing on Telerate Markets Page 3750 (or
            any successor page) as the London interbank offered rate for
            deposits in Dollars or the applicable Committed Currency at
            approximately 11:00 A.M. (London time) two Business Days prior to
            the first day of such Interest Period for a term comparable to such
            Interest Period or, if for any reason such rate is not available,
            the average (rounded upward to the nearest whole multiple of 1/16 of
            1% per annum, if such average is not such a multiple) of the
            respective rates per annum at which deposits in Dollars or the
            applicable Committed Currency are offered by the principal office of
            each of the Reference Banks in London, England to prime banks in the
            London interbank market at 11:00 A.M. (London time) two Business
            Days before the first day of such Interest Period in an amount
            substantially equal to the amount that would be the Reference Banks'
            respective ratable shares of such Borrowing if such Borrowing were
            to be a Revolving Credit Borrowing to be outstanding during such
            Interest Period and for a period equal to such Interest Period
            (subject, however, to the provisions of Section 2.08) or (ii) in the
            case of any Competitive Bid Borrowing denominated in Euro, the
            EURIBO Rate by (b) a percentage equal to 100% minus the Eurocurrency
            Rate Reserve Percentage for such Interest Period.

                  "REFERENCE BANKS" means Citibank, HSBC Bank USA and The Chase
            Manhattan Bank.

            (b) [Intentionally omitted].

            (c) Section 1.01 is further amended by adding thereto in appropriate
alphabetical order, the following definitions:

                  "EURIBO RATE" means, for any Interest Period, the rate per
            annum appearing on Telerate Markets Page 248 (or on any successor or
            substitute page, or any successor to or substitute for Telerate
            Markets, providing rate quotations comparable to those currently
            provided on such page of Telerate Markets, as determined by the
            Agent from time to time for purposes of providing quotations of
            interest rates applicable to deposits in Euro by reference to the
            Banking Federation of the European Union Settlement Rates for
            deposits in Euro) at approximately 10:00 a.m., London time, two
            Business Days prior to the commencement of such Interest Period, as
            the rate for deposits in Euro with a maturity comparable to such
            Interest Period or, if for any reason such rate is not available,

            the average (rounded upward to the nearest whole multiple of 1/16 of
            1% per annum, if such average is not such a multiple) of the
            respective rates per annum at which deposits in Euros are offered by
            the principal office of each of the Reference Banks in London,
            England to prime banks in the London interbank market at 11:00 A.M.
            (London time) two Business Days before the first day of such
            Interest Period in an amount substantially equal (x) in the case of
            Revolving Credit Borrowings, to such Reference Bank's Eurocurrency
            Rate Advance comprising part of such Revolving Credit Borrowing to
            be outstanding during such Interest Period



            and for a period equal to such Interest Period (subject, however, to
            the provisions of Section 2.08) or (y) in the case of Competitive
            Bid Borrowings, to the amount that would be the Reference Banks'
            respective ratable shares of such Borrowing if such Borrowing were
            to be a Revolving Credit Borrowing to be outstanding during such
            Interest Period and for a period equal to such Interest Period
            (subject, however, to the provisions of Section 2.08).

                  "EURO" means the lawful currency of the European Union as
            constituted by the Treaty of Rome which established the European
            Community, as such treaty may be amended from time to time and as
            referred to in the EMU legislation.

            (d) Section 2.02 is amended (i) by deleting the phrase "11:00 A.M.
(New York City time) on the third Business Day" in clause (x) and substituting
therefor the phrase "10:00 A.M. (New York City time) on the second Business Day"
and (ii) by deleting the time "11:00 A.M. (New York City time) in clause (z) and
substituting therefor the time "12:00 noon (New York City time)".

            (e) Section 2.10(a) is amended by deleting the phrase "at least two
Business Days prior to the date of such prepayment" and substituting therefor
the phrase "at least one Business Day prior to the date of such prepayment".

            (f) Section 5.02(a) is amended by (i) deleting the word "and" at the
end of clause (x), (ii) adding the word "and" at the end of clause (xi) and
(iii) adding a new clause (xii) to read as follows:

                  (xii) any legal or contractual right of set-off or any
            contractual right to charge the accounts of the Company or any of
            its Consolidated Subsidiaries to effect the payment of amounts due
            in respect of any Debt or financing arrangement.

            (g) Section 6.01(d) is amended in full to read as follows:

            (d) The Company or any of its Consolidated Subsidiaries shall fail
            to pay any principal of or premium or interest on any Debt (but
            excluding Debt outstanding hereunder and Debt owed solely to the
            Company or to a Consolidated Subsidiary) of the Company or such
            Consolidated Subsidiary (as the case may be), when the same becomes
            due and payable (whether by scheduled maturity, required prepayment,
            acceleration, demand or otherwise), and such failure shall continue
            after the applicable grace period, if any, specified in the
            agreement or instrument creating or evidencing such Debt; or any
            other event shall occur or condition shall exist under any agreement
            or instrument creating or evidencing any such Debt and shall
            continue after the applicable grace period, if any, specified in
            such agreement or instrument, if the effect of such event or
            condition is to accelerate, or to permit the acceleration of, the
            maturity of such Debt; or any such Debt shall be declared to be due
            and payable, or required to be prepaid or redeemed (other than by a
            regularly scheduled required prepayment or redemption), purchased or
            defeased, or an offer to prepay, redeem, purchase or defease such
            Debt shall be required to be made, in each case prior to the stated
            maturity thereof; PROVIDED that the aggregate principal amount (or,
            in the case of any payment default, failure or other event in
            respect of a Hedge Agreement, the net amount due and payable under
            such Hedge Agreement as of the date of such payment default, failure
            or event) of all Debt as to which any such payment defaults (whether
            or not at stated maturity thereof), failures or other events shall
            have occurred and be continuing exceeds $10,000,000, PROVIDED,
            FURTHER, that if any of the actions or events set forth above in
            this subsection (d) shall be taken in respect of, or occur with
            respect to, a Consolidated Subsidiary, such action or event shall
            not be the basis for or give rise to an Event of Default under this
            subsection (d) until five Business Days after the chief executive
            officer, chief operation officer, principal financial officer or
            principle accounting officer of the Company knows or has reason to
            know of the occurrence of such action or event if (x) the assets or
            revenues of such Consolidated Subsidiary and its Consolidated
            Subsidiaries, taken as a whole, comprise 5% or less of the assets or
            revenues, respectively, of the Company and its 



            Consolidated Subsidiaries, taken as a whole, and (y) the aggregate
            assets and revenues of all Consolidated Subsidiaries otherwise
            subject to such actions or events set forth above do not comprise
            more than 15% of the assets or revenues, respectively, of the
            Company and its Consolidated Subsidiaries taken as a whole; or

            (h) Section 6.01(e) is amended in full to read as follows:

                  (e) The Company or any of its Consolidated Subsidiaries shall
            generally not pay its debts as such debts become due, or shall admit
            in writing its inability to pay its debts generally, or shall make a
            general assignment for the benefit of creditors; or any proceeding
            shall be instituted by or against the Company or any of its
            Consolidated Subsidiaries seeking to adjudicate it a bankrupt or
            insolvent, or seeking liquidation, winding up, reorganization,
            arrangement, adjustment, protection, relief, or composition of it or
            its debts under any law relating to bankruptcy, insolvency or
            reorganization or relief of debtors, or seeking the entry of an
            order for relief or the appointment of a receiver, trustee,
            custodian or other similar official for it or for any substantial
            part of its property and, in the case of any such proceeding
            instituted against it (but not instituted by it), either such
            proceeding shall remain undismissed or unstayed for a period of 60
            days, or any of the actions sought in such proceeding (including,
            without limitation, the entry of an order for relief against, or the
            appointment of a receiver, trustee, custodian or other similar
            official for, it or for any substantial part of its property) shall
            occur; or the Company or any of its Consolidated Subsidiaries shall
            take any corporate action to authorize any of the actions set forth
            above in this subsection (e); PROVIDED, that if any of the actions
            or events set forth above in this subsection (e) shall be taken in
            respect of, or occur with respect to, a Consolidated Subsidiary,
            such action or event shall not be the basis for or give rise to an
            Event of Default under this subsection (e) if (x) the assets or
            revenues of such Consolidated Subsidiary and its Consolidated
            Subsidiaries, taken as a whole, comprise 5% or less of the assets or
            revenues, respectively, of the Company and its Consolidated
            Subsidiaries, taken as a whole, and (y) the aggregate assets and
            revenues of all Consolidated Subsidiaries otherwise subject to such
            actions or events set forth above do not comprise more than 15% of
            the assets or revenues, respectively, of the Company and its
            Consolidated Subsidiaries taken as a whole; or

            SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of the date first above written when, and only when, on or before
June 26, 2001 the Agent shall have received counterparts of this Amendment
executed by the Borrower and the Required Lenders or, as to any of the Lenders,
advice satisfactory to the Agent that such Lender has executed this Amendment.
This Amendment is subject to the provisions of Section 8.01 of the Credit
Agreement.

            SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company
represents and warrants as follows:

                  (a) The Company is a corporation duly organized, incorporated,
            validly existing and in good standing under the laws of the State of
            Delaware, and has all corporate powers and all material governmental
            licenses, authorizations, consents and approvals required to carry
            on its business.

                  (b) The execution, delivery and performance by the Company of
            this Amendment and the Credit Agreement, as amended hereby, are
            within the Company's corporate powers, have been duly authorized by
            all necessary corporate action and do not contravene, or constitute
            a default under, any provision of applicable law or regulation or
            the certificate of incorporation of the company or any judgment,
            injunction, order, decree, material agreement or other instrument
            binding upon the Company or result in the creation or imposition of
            any Lien on any asset of the 



            Company or any of its Consolidated Subsidiaries.

                  (c) No authorization or approval or other action by, and no
            notice to or filing with, any governmental authority or regulatory
            body or any other third party is required for the due execution,
            delivery or performance by the Company of this Amendment, the Credit
            Agreement or any of the Notes to which it is or is to be a party, as
            amended hereby.

                  (d) This Amendment has been duly executed and delivered by the
            Company. This Amendment and each of the Credit Agreement and the
            Notes to which the Company is or is to be a party, as amended
            hereby, are legal, valid and binding obligations of the Company,
            enforceable against the Company in accordance with their respective
            terms, subject to applicable bankruptcy, insolvency, reorganization,
            moratorium or other laws affecting the rights of creditors generally
            and subject to general principles of equity.

                  (e) There is no action, suit, investigation, litigation or
            proceeding pending against, or, to the knowledge of the Company,
            threatened against the Company or any of its Consolidated
            Subsidiaries before any court or arbitrator or any governmental
            body, agency or official in which there is a significant probability
            of an adverse decision that (i) would have a Material Adverse Effect
            or (ii) purports to affect the legality, validity or enforceability
            of this Amendment or the Credit Agreement or any Note, as amended
            hereby, or the consummation of any of the transactions contemplated
            hereby.

            SECTION 4. Reference to and Effect on the Credit Agreement and the
Notes. a) On and after the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes to
"the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.

            (b) The Credit Agreement and the Notes, as specifically amended by
this Amendment, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.

            (c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Agent under the Credit Agreement,
nor constitute a waiver of any provision of the Credit Agreement.

            SECTION 5. Costs and Expenses The Company agrees to pay on demand
all reasonable costs and expenses of the Agent in connection with the
preparation, execution, delivery and administration, modification and amendment
of this Amendment and the other instruments and documents to be delivered
hereunder (including, without limitation, the reasonable fees and expenses of
counsel for the Agent) in accordance with the terms of Section 9.04 of the
Credit Agreement.

            SECTION 6. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

            SECTION 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.


                                        THE INTERPUBLIC GROUP OF COMPANIES, INC.

                                                    
                                        By 
                                           -------------------------------------
                                           Title:


                                        CITIBANK, N.A.,
                                        as Agent and as Lender

                                        By 
                                           -------------------------------------
                                           Title:


                                        Bank of America, N.A.
                                        ----------------------------------------
                                        {TYPE OR PRINT NAME OF INSTITUTION}

                                        By 
                                           -------------------------------------
                                           Title:


                                        Bank of New York
                                        ----------------------------------------
                                        {TYPE OR PRINT NAME OF INSTITUTION}

                                        By 
                                           -------------------------------------
                                           Title:


                                        Suntrust Bank
                                        ----------------------------------------
                                        {TYPE OR PRINT NAME OF INSTITUTION}

                                        By 
                                           -------------------------------------
                                           Title:


                                        Lloyds TSB Bank PLC
                                        ----------------------------------------
                                        {TYPE OR PRINT NAME OF INSTITUTION}

                                        By 
                                           -------------------------------------
                                           Title:


                                        KeyBank National Association
                                        ----------------------------------------
                                        {TYPE OR PRINT NAME OF INSTITUTION}

                                        By 
                                           -------------------------------------
                                           Title:


                                         HSBC Bank USA
                                        ----------------------------------------
                                        {TYPE OR PRINT NAME OF INSTITUTION}

                                        By 
                                           -------------------------------------
                                           Title:



                                        Fleet National Bank
                                        ----------------------------------------
                                        {TYPE OR PRINT NAME OF INSTITUTION}

                                        By 
                                           -------------------------------------
                                           Title:


                                        The Chase Manhattan Bank
                                        ----------------------------------------
                                        {TYPE OR PRINT NAME OF INSTITUTION}

                                        By 
                                           -------------------------------------
                                           Title:


                                        Barclays Bank PLC
                                        ----------------------------------------
                                        {TYPE OR PRINT NAME OF INSTITUTION}


                                        By 
                                           -------------------------------------
                                           Title: