Employment Agreement - Interpublic Group of Companies Inc. and Richard A. Goldstein

As of June 1, 2001

Mr. Richard A. Goldstein
Chairman and Chief Executive Officer
International Flavors & Fragrances, Inc.
521 West 57th Street
New York, New York 10019

Dear Mr. Goldstein:

This letter sets forth the terms and conditions under which The
Interpublic Group of Companies, Inc., agrees to pay you Deferred 
Compensation with respect to such period of time beginning on June 1, 
2001 and ending on the date of your retirement. Interpublic is 
sometimes referred to in this letter as the "COMPANY".

1. DEFINITION OF YEAR. For purposes of this letter, each period of time
beginning on June 1st of any year, and ending on May 31st, of the 
following year, shall be referred to as a "YEAR".

2. DEFERRED COMPENSATION. With respect to any compensation which may be
payable to you from time to time, as a member of The Board of Directors 
of Interpublic ("Board") or any committee thereof, the Company will 
compensate you by payment, at the times and in the manner specified in 
this letter, of a sum equal to the aggregate amount of such 
compensation ("DEFERRED COMPENSATION") computed at the rate of (see 
schedule attached) per annum for each full year and a proportionate 
amount for any partial year.

3. VESTING. Your right to receive accrued Deferred Compensation shall 
vest on the earliest to occur of the following:

a. If you retire from the Board on the date of such retirement; or



b. In the event of your death or permanent disability (as defined in 
the Long Term Disability Plan of the Company) on the date of your 
death or the date on which you become permanently disabled.

      4. INTEREST. Credits equivalent to interest will be earned on any Deferred
Compensation ultimately payable to you in accordance with the terms and
conditions of the Plan for Credits Equivalent to Interest on Balances of
Deferred Compensation Owing under Employment Agreements (the "PLAN"), adopted
effective January 1, 1974 by The Interpublic Group of Companies, Inc. A copy of
the Plan is attached to this letter. You acknowledge that the Company has the
right to discontinue further credits equivalent to interest in accordance with
the terms and conditions of the Plan.

      5. PAYMENT OF VESTED DEFERRED COMPENSATION. Vested Deferred Compensation
will be paid to you in a single lump-sum amount, with interest accrued through
the date of the lump-sum payment, upon your retirement and with the consent of
the Company.

      6. DEATH OR PERMANENT DISABILITY. If you die while still a member of the
Board, any amount vested in accordance with the provisions hereof, shall be paid
to the Executor of your Will or the Administrator of your Estate. If you become
permanently disabled (as defined in the Long Term Disability Plan of the
Company) while still a member of the Board, any amount vested in accordance with
the provisions hereof, shall be paid to you in the month following the month in
which you become permanently disabled.

      7. SUPPLEMENTARY NATURE OF THIS LETTER. Nothing in this letter shall
obligate you to remain as a member of the Board or obligate the Company to
maintain you as a member of the Board.

      8. TAXES. There shall be deduced from all amounts paid under this
Agreement any taxes that the Company reasonably determines are requested to be
withheld by any government or government agency. You or your representative
shall bear any and all taxes imposed on amounts paid under this Agreement
irrespective of whether withholding is requires.

      9. GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the laws of the State of New York.

      Will you please indicate your agreement to the foregoing by signing the
enclosed copy of this letter.

                                      Very truly yours,

                                      THE INTERPUBLIC GROUP OF

                                      COMPANIES, INC.


                                      By:_______________________________________

                                         Name:  Kent Kroeber

                                         Title: Senior Vice President
                                                - Human Resources

AGREED:


___________________________
Richard Goldstein



                   PLAN FOR CREDITS EQUIVALENT TO INTEREST ON
                        BALANCES OF DEFERRED COMPENSATION
                        OWING UNDER EMPLOYMENT AGREEMENTS

EFFECTIVE DATE:                    January 1, 1974.

BALANCES COVERED:                  All deferred compensation, under Employment
                                   Agreements to which the Corporation is a
                                   party, owing (even though not yet payable and
                                   even though subject to conditions) on January
                                   1, 1974 or thereafter to persons who on
                                   January 1, 1974 or thereafter are in the
                                   employ of the Corporation or its
                                   subsidiaries, including balances owing to
                                   persons who cease to be employees after that
                                   date; subject to the right of the Corporation
                                   to discontinue further credits of sums
                                   equivalent to interest effective at the
                                   beginning of any calendar year on prior
                                   notice to the employees or former employees
                                   affected.

DATE ON WHICH SUMS                 Last day of each calendar quarter (hereafter
EQUIVALENT TO INTEREST             referred to as a "Crediting Date"), but in
ARE CREDITED:                      the year in which the final balance is paid
                                   equivalents are also creditable on the date
                                   of the last payment and shall be included in
                                   the amounts so disbursed on that date.

RATES:                             The prevailing rate payable on 5-year
                                   treasury notes plus 1%, such rate to be
                                   determined conclusively by the Chief
                                   Financial Officer of the Corporation and set
                                   forth by him in a certificate filed with the
                                   Secretary of the Corporation; provided,
                                   however, that the rate credited under this
                                   plan shall not be less than 7.25% for the


                                   calendar year 2001.

COMPUTATION AND COM-               On-each Crediting Date, credits equivalent to
POUNDING PROCEDURES :              interest for the relevant period are to be
                                   computed on the average balance of deferred
                                   compensation owing by the Corporation under
                                   each Employment Agreement including sums
                                   equivalent to interest credited on prior
                                   Crediting Dates, such average balance to be
                                   computed pursuant to such method or methods
                                   as shall be determined conclusively by the
                                   Chief Financial Officer of the Corporation.

TERMS OF PAYMENT                   Credits equivalent to interest shall be paid
TO EMPLOYEES AND                   out at the same times, in the same manner,
FORMER EMPLOYEES:                  and on the same terms and conditions as other
                                   items of deferred compensation accrued
                                   pursuant to each Employment Agreement.

As amended through 10/00

                                 DIRECTORS FEES

    
Annual Retainer                               $24,000

Committee Chairpersons:

          - Audit                               3,500/A

          - Compensation                        3,500/A

          - Nominating                          3,000/A

Committee Members                               2,000/A

Board Meeting Attendance Fee                    1,000

Other Meeting Attendance Fee                    1,000

Second Meeting - Same Day                       1,000


3,000 shares of restricted stock (five year vesting period) on the first Friday
in June of the year in which he or she becomes a Director, then 3,000 shares
every five years.

2,000 stock options on the first Friday of every June.