Restricted Cash Plan – Interpublic Group of Companies., Inc.

Date of Award

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Participant’s Name

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Amount to be Paid Upon Vesting

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Vesting Date

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Subject to the (i) provisions of the Plan and (ii) Participant’s execution of
the non-solicitation and non-service agreement that is attached hereto as
Exhibit B, the scheduled vesting date is the date set forth above. Except as
otherwise provided in this Agreement or the Plan, if the Participant terminates
employment with the Company and its Affiliates before any portion of this Award
becomes vested, the unvested portion shall be forfeited. Under all
circumstances, vesting of the award is subject to the Participant’s execution of
this Agreement and Exhibit B.

Payment Date

Subject to the vesting conditions set forth herein, the Amount set forth
above shall be paid to the Participant during the calendar year prescribed by
Section 8(b) of the Plan no later than the last day of the applicable “2 1/2 month
period” set forth in Treas. Reg. Section 1.409A-1(b)(4)(i)(A).

Withholding

As set forth in the Plan, the Company may be required to withhold income and
employment taxes when the Award is paid to the Participant. The Participant (or
Beneficiary, if applicable) remains responsible at all times for paying any
income and employment taxes with respect to this Award. If the Participant
relocates to another jurisdiction, the Participant is responsible for notifying
the Company of such relocation and for complying with all applicable tax
requirements. Neither the Company nor any of its Affiliates are responsible for
any liability or penalty relating to taxes (including excise taxes) on
compensation (including imputed compensation) or other income attributed to the
Participant (or a Beneficiary) pursuant to this Agreement, whether as a result
of the Participant failing to make timely payments of tax or otherwise.

Forfeiture of Award

Before accepting this Award, the Participant must disclose to the
Company in writing all grants to the Participant of options, shares and other
equity rights with respect to any Subsidiary of the Company (“Subsidiary
Grants”) that are still outstanding. Failure to disclose in writing the
existence of any such outstanding Subsidiary Grants shall result in immediate
cancellation and forfeiture of the Award set forth in this Agreement, unless the
Compensation Committee determines in its sole discretion that such failure was
reasonable under the circumstances.

Interpretation and Construction

This Agreement and the Plan shall be construed and interpreted by the
Committee, in its sole discretion. Any interpretation or other determination by
the Committee (including, but not limited to, correction of any defect or
omission and reconciliation of any inconsistency in the Agreement or the Plan)
shall be binding and conclusive.

Entire Understanding

This Agreement, the Award Letter from Interpublic, the terms of the Plan and
the non-solicitation and non-service agreement attached hereto as Exhibit B
constitute the entire understanding between the Participant and the Company and
its Affiliates regarding this Award. Any prior agreements, commitments, or
negotiations concerning this Award are superseded.