{"id":40914,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/company-notice-to-holders-of-notes-put-option-expiration-date.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"company-notice-to-holders-of-notes-put-option-expiration-date","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/company-notice-to-holders-of-notes-put-option-expiration-date.html","title":{"rendered":"Company Notice to Holders of Notes – Put Option Expiration Date – Interpublic Group of Companies, Inc."},"content":{"rendered":"

COMPANY NOTICE <\/strong><\/p>\n

TO HOLDERS OF THE <\/strong><\/p>\n

4.25% CONVERTIBLE SENIOR NOTES DUE 2023 <\/strong><\/p>\n

ISSUED BY <\/strong><\/p>\n

THE INTERPUBLIC GROUP OF COMPANIES, INC. <\/strong>\n<\/p>\n

CUSIP Numbers: 460690 BA 7 and 460690 AZ 3 <\/strong>\n<\/p>\n

NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of the Senior
\nDebt Indenture, dated as of November 15, 2006 (the “Base Indenture”), between
\nThe Interpublic Group of Companies, Inc., a Delaware corporation (the “Company”)
\nand The Bank of New York, a New York banking corporation, as trustee (the
\n“Trustee”), as supplemented by the First Supplemental Indenture, dated as of
\nNovember 15, 2006 (the “First Supplemental Indenture” and, together with the
\nBase Indenture, the “Indenture”), between the Company and the Trustee, relating
\nto the Company153s 4.25% Convertible Senior Notes due 2023 (the “Notes”), that at
\nthe option of the holders thereof (each, a “Holder”), the Notes will be
\npurchased by the Company for a purchase price (the “Purchase Price”) equal to
\n$1,000 per $1,000 principal amount of the Notes, plus any accrued and unpaid
\ninterest (including contingent interest) up to, but excluding, March 15, 2012
\n(the “Purchase Date”), upon the terms and subject to the conditions set forth in
\nthe Indenture and the Notes. The Purchase Date is an Interest Payment Date under
\nthe terms of the Indenture. Accordingly, interest accrued up to, but excluding,
\nthe Purchase Date will be paid to record holders as of the Regular Record Date,
\nas defined in the Indenture, and we expect that there will be no accrued and
\nunpaid interest due as part of the Purchase Price. The right of a Holder to
\nrequire the Company to purchase the Notes, as described in this Company Notice
\nand the related notice materials, as amended and supplemented from time to time,
\nis referred to herein as the “Put Option.” This Company Notice is being sent
\npursuant to Section 2.05 of the First Supplemental Indenture and the provisions
\nof the Notes. All capitalized terms used but not specifically defined herein
\nshall have the meanings given to such terms in the Indenture and the Notes.<\/p>\n

To exercise the Put Option for your Notes, you must complete and
\ndeliver the enclosed Letter of Transmittal and Purchase Notice (the “Purchase
\nNotice”) to the Paying Agent before 11:59 p.m., New York City time, on
\nWednesday, March 14, 2012 (the “Expiration Date”). A Purchase Notice may be
\nwithdrawn at any time before 11:59 p.m., New York City time, on the Expiration
\nDate. The Put Option expires at 11:59 p.m., New York City time, on the
\nExpiration Date. <\/strong><\/p>\n

HOLDERS WHO HOLD THEIR NOTES THROUGH THE DEPOSITORY TRUST COMPANY
\n(“DTC”) WHO WISH TO EXERCISE THE PUT OPTION AND DELIVER THEIR NOTES TO THE
\nPAYING AGENT NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF
\nSUCH HOLDERS TRANSMIT THEIR ACCEPTANCE AND DELIVER THEIR NOTES ELECTRONICALLY
\nTHROUGH DTC153S AUTOMATED TENDER OFFER PROGRAM (“ATOP”), SUBJECT TO THE TERMS AND
\nPROCEDURES OF THAT SYSTEM. HOLDERS TRANSMITTING THEIR ACCEPTANCE AND DELIVERING
\nTHEIR NOTES THROUGH DTC153S ATOP SYSTEM MUST ALLOW SUFFICIENT TIME FOR COMPLETION
\nOF THE ATOP PROCEDURES DURING THE NORMAL BUSINESS HOURS OF DTC. <\/strong><\/p>\n

The Paying Agent is The Bank of New York. The address of the Paying Agent is:\n<\/p>\n

Bank of New York Mellon Corporation<\/p>\n

Corporate Trust Reorganization Unit<\/p>\n

101 Barclay Street:7 East<\/p>\n

New York, New York 10286<\/p>\n

Attention: Carolle Montreuil<\/p>\n

Telephone: (212) 815-5920<\/p>\n

Fax: (212) 298-1915<\/p>\n

Additional copies of this Company Notice may be obtained from the Paying
\nAgent at its addresses set forth above.<\/p>\n

The date of this Company Notice is February 15, 2012.<\/p>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

\nSUMMARY
\nTERM SHEET<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

\nIMPORTANT
\nINFORMATION CONCERNING THE PUT OPTION<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

\nInformation
\nConcerning the Company<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

\nInformation
\nConcerning the Notes<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.1.<\/p>\n<\/td>\n

<\/td>\n\n

\nThe
\nCompany153s Obligation to Purchase the Notes<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.2.<\/p>\n<\/td>\n

<\/td>\n\n

\nPurchase
\nPrice<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.3.<\/p>\n<\/td>\n

<\/td>\n\n

\nConversion
\nRights of the Notes<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.4.<\/p>\n<\/td>\n

<\/td>\n\n

\nMarket
\nfor the Notes and our Common Stock<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.5.<\/p>\n<\/td>\n

<\/td>\n\n

\nOptional
\nRedemption<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.6.<\/p>\n<\/td>\n

<\/td>\n\n

\nHolder153s
\nRight to Require Redemption Upon Change in Control<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.7.<\/p>\n<\/td>\n

<\/td>\n\n

\nRanking<\/a>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

\nProcedures
\nto Be Followed by Holders Electing to Exercise the Put Option<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3.1.<\/p>\n<\/td>\n

<\/td>\n\n

\nMethod
\nof Delivery<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3.2.<\/p>\n<\/td>\n

<\/td>\n\n

\nPurchase
\nNotice<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3.3.<\/p>\n<\/td>\n

<\/td>\n\n

\nDelivery
\nof Notes<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

\nRight
\nof Withdrawal<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

\nPayment
\nfor Notes<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

6.<\/p>\n<\/td>\n

<\/td>\n\n

\nNotes
\nAcquired<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.<\/p>\n<\/td>\n

<\/td>\n\n

\nPlans
\nor Proposals of the Company<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8.<\/p>\n<\/td>\n

<\/td>\n\n

\nInterests
\nof Directors, Executive Officers and Affiliates of the Company in the Notes<\/a>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.<\/p>\n<\/td>\n

<\/td>\n\n

\nLegal
\nMatters; Regulatory Approvals<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

10.<\/p>\n<\/td>\n

<\/td>\n\n

\nPurchases
\nof Notes by the Company and Its Affiliates<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

11.<\/p>\n<\/td>\n

<\/td>\n\n

\nMaterial
\nUnited States Income Tax Considerations<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

12.<\/p>\n<\/td>\n

<\/td>\n\n

\nAdditional
\nInformation<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

13.<\/p>\n<\/td>\n

<\/td>\n\n

\nNo
\nSolicitations<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

14.<\/p>\n<\/td>\n

<\/td>\n\n

\nDefinitions<\/a>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

15.<\/p>\n<\/td>\n

<\/td>\n\n

\nConflicts<\/a>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

\nSCHEDULE
\nA: INFORMATION ABOUT THE EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY <\/a>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

A-1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No person has been authorized to give any information or to make any
\nrepresentations other than those contained in this Company Notice and
\naccompanying Purchase Notice and, if given or made, such information or
\nrepresentations must not be relied upon as having been authorized. This Company
\nNotice and accompanying Purchase Notice do not constitute an offer to buy or the
\nsolicitation of an offer to sell securities in any circumstances or jurisdiction
\nin which such offer or solicitation is unlawful. The delivery of this Company
\nNotice shall not, under any circumstances, create any implication that the
\ninformation contained herein is current as of any time subsequent to the date of
\nsuch information. None of the Company, its Board of Directors or its employees
\nis making any representation or recommendation to any Holder as to whether to
\nexercise or refrain from exercising the Put Option. You should consult your own
\nfinancial and tax advisors and must make your own decision as to whether to
\nexercise the Put Option and, if so, the amount of Notes for which to exercise
\nthe Put Option. <\/em><\/p>\n

i<\/p>\n

\n

SUMMARY TERM SHEET <\/strong><\/p>\n

The following are answers to some of the questions that you may have
\nabout the Put Option. To understand the Put Option fully and for a more detailed
\ndescription of the terms of the Put Option, we urge you to read carefully the
\nremainder of this Company Notice and the accompanying Purchase Notice because
\nthose documents contain additional important information. We have included page
\nreferences to direct you to a more detailed description of the topics in this
\nsummary. <\/em><\/p>\n

Who is obligated to purchase my Notes? <\/strong><\/p>\n

The Interpublic Group of Companies, Inc., a Delaware corporation (the
\n“Company”), is obligated, at your option, to purchase its 4.25% Convertible
\nSenior Notes due 2023 (the “Notes”). (See Page 5)<\/p>\n

Why are you obligated to purchase my Notes? <\/strong><\/p>\n

The right of each holder (each, a “Holder”) of the Notes to sell and our
\nobligation to purchase the Notes pursuant to the Put Option is a term of the
\nNotes under the Senior Debt Indenture, dated as of November 15, 2006 (the “Base
\nIndenture”), between the Company and The Bank of New York, a New York banking
\ncorporation, as trustee (the “Trustee”), as supplemented by the First
\nSupplemental Indenture, dated as of November 15, 2006 (the “First Supplemental
\nIndenture” and, together with the Base Indenture, the “Indenture”), between the
\nCompany and the Trustee, and has been a right of Holders from the time the Notes
\nwere issued. (See Page 5)<\/p>\n

What securities are you obligated to purchase? <\/strong><\/p>\n

We are obligated to purchase all of the Notes for which a Purchase Notice has
\nbeen validly delivered and not withdrawn. As of February 14, 2012, there was
\n$400.0 million in aggregate principal amount of the Notes outstanding. (See Page
\n5)<\/p>\n

How much will you pay and what is the form of payment? <\/strong><\/p>\n

Pursuant to the terms of the Indenture and the Notes, we will pay, in cash, a
\npurchase price (the “Purchase Price”) equal to $1,000 per $1,000 principal
\namount of the Notes, plus any accrued and unpaid interest (including contingent
\ninterest) up to, but excluding, March 15, 2012 (the “Purchase Date”), with
\nrespect to any and all Notes for which a Purchase Notice has been validly
\ndelivered and not withdrawn. The Purchase Date is an Interest Payment Date under
\nthe terms of the Indenture. Accordingly, interest accrued up to, but excluding,
\nthe Purchase Date will be paid to record holders as of the Regular Record Date,
\nas defined in the Indenture, and we expect that there will be no accrued and
\nunpaid interest due as part of the Purchase Price. (See Pages 5-6)<\/p>\n

How can I determine the market value of the Notes? <\/strong><\/p>\n

There is no established reporting system or market for trading in the Notes.
\nTo the extent that the Notes are traded, prices of the Notes may fluctuate
\nwidely depending on trading volume, the balance between buy and sell orders,
\nprevailing interest rates, the market price of our common stock, par value $0.10
\nper share (the “Common Stock”), our operating results and the market for similar
\nsecurities. Holders are urged to obtain current market quotations for the Notes,
\nto the extent available, before making any decision with respect to the Put
\nOption. Shares of our Common Stock, into which the Notes are convertible, are
\nlisted on the New York Stock Exchange (the “NYSE”) under the symbol “IPG.” On
\nFebruary 14, 2012 the last reported sales price of our Common Stock on the NYSE
\nwas $10.70 per share. (See Pages 6-7)<\/p>\n

1<\/p>\n

\n

What does the Company153s Board of Directors think of the Put Option?
\n<\/strong><\/p>\n

Although the Company153s Board of Directors approved the terms of Notes,
\nincluding the Put Option, before the Notes were issued, it has not made any
\nrecommendation as to whether you should exercise or refrain from exercising the
\nPut Option. You must make your own decision whether to exercise the Put Option
\nand, if so, the amount of Notes for which to exercise the Put Option. (See Page
\n6)<\/p>\n

When does the Put Option expire? <\/strong><\/p>\n

The Put Option expires at 11:59 p.m., New York City time, on March 14, 2012
\n(the “Expiration Date”). The period that Holders have to exercise the Put Option
\nwill not be extended unless required by applicable law. (See Page 5)<\/p>\n

What are the conditions to the Company153s purchase of the Notes?
\n<\/strong><\/p>\n

Provided that the Company153s purchase of validly delivered Notes is not
\nunlawful and that no event of default under the Indenture has occurred and is
\ncontinuing (other than an event of default that is cured by the payment of the
\nPurchase Price), the purchase will not be subject to any conditions. Delivery of
\nthe Notes to the Paying Agent or delivery of the Notes by book-entry transfer to
\nthe account maintained by the Paying Agent with The Depository Trust Company
\n(“DTC”) is a condition to the payment of the Purchase Price to the Holder of
\nsuch Notes. (See Page 5)<\/p>\n

How do I exercise the Put Option? <\/strong><\/p>\n

To exercise the Put Option, you must deliver the Purchase Notice, together
\nwith any other required documents, to the Paying Agent before 11:59 p.m., New
\nYork City time, on the Expiration Date.<\/p>\n

HOLDERS WHO HOLD THEIR NOTES THROUGH DTC WHO WISH TO EXERCISE THE PUT
\nOPTION AND DELIVER THEIR NOTES TO THE PAYING AGENT NEED NOT SUBMIT A PHYSICAL
\nPURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS TRANSMIT THEIR ACCEPTANCE
\nAND DELIVER THEIR NOTES ELECTRONICALLY THROUGH DTC153S AUTOMATED TENDER OFFER
\nPROGRAM (“ATOP”), SUBJECT TO THE TERMS AND PROCEDURES OF THAT SYSTEM. HOLDERS
\nTRANSMITTING THEIR ACCEPTANCE AND DELIVERING THEIR NOTES THROUGH DTC153S ATOP
\nSYSTEM MUST ALLOW SUFFICIENT TIME FOR COMPLETION OF THE ATOP PROCEDURES DURING
\nTHE NORMAL BUSINESS HOURS OF DTC. <\/strong><\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Holders whose Notes are held in certificated form who wish to exercise the
\nPut Option and simultaneously deliver their Notes to the Paying Agent must
\nproperly complete and execute the Purchase Notice and deliver such notice,
\ntogether with the Notes (including all necessary endorsements) and any other
\nrequired documents, to the Paying Agent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Holders who are DTC participants who wish to exercise the Put Option and
\ndeliver their Notes to the Paying Agent should transmit their acceptance and
\ndeliver their Notes electronically through DTC153s ATOP system, subject to the
\nterms and procedures of that system.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Holders who are DTC participants may elect to deliver a completed and
\nexecuted Purchase Notice, together with any other required documents, to the
\nPaying Agent and concurrently deliver their Notes by book-entry transfer to the
\nPaying Agent153s account at DTC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Holders whose Notes are held by a broker, dealer, commercial bank, trust
\ncompany or other nominee must contact such nominee if such Holders desire to
\nexercise the Put Option and instruct such nominee to exercise the Put Option on
\nthe Holders153 behalf by following the procedures described in this Company
\nNotice.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n

Holders who wish to exercise the Put Option without simultaneously delivering
\ntheir Notes to the Paying Agent must (i) properly complete and execute the
\nPurchase Notice, (ii) check the appropriate box in the section of the Purchase
\nNotice entitled “Method of Delivery” to indicate that Notes are not
\nsimultaneously delivered to the Paying Agent and (iii) deliver the Purchase
\nNotice, together with any other required documents, to the Paying Agent before
\n11:59 p.m., New York City time, on the Expiration Date. Delivery of Notes to the
\nPaying Agent or delivery of the Notes by book-entry transfer to the account
\nmaintained by the Paying Agent with DTC is a condition to the payment of the
\nPurchase Price to the Holder of such Notes. (See Pages 7-9)<\/p>\n

If I exercise the Put Option, when will I receive payment for my
\nNotes? <\/strong><\/p>\n

If you exercise the Put Option, you must deliver the Notes for which you have
\ndelivered a Purchase Notice (together with all necessary endorsements) to the
\nPaying Agent or deliver such Notes by book-entry transfer to the Paying Agent153s
\naccount at DTC prior to, on or after the Purchase Date. Your delivery of the
\nNotes to the Paying Agent or delivery of the Notes by book-entry transfer to the
\naccount maintained by the Paying Agent with DTC is a condition to your receipt
\nof the Purchase Price for such Notes. (See Pages 7-8)<\/p>\n

HOLDERS WHO HOLD THEIR NOTES THROUGH DTC NEED NOT DELIVER PHYSICAL
\nNOTE CERTIFICATES TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE DELIVERY
\nPROCEDURES OF DTC. <\/strong><\/p>\n

We will accept for payment all validly delivered Notes promptly following
\nexpiration of the Put Option. At or before 10:00 a.m., New York City time, on
\nMarch 15, 2012, we will deposit with the Paying Agent the appropriate amount of
\ncash required to pay the Purchase Price for the Notes for which a Purchase
\nNotice has been validly delivered and not withdrawn by 11:59 p.m., New York City
\ntime, on the Expiration Date. The Paying Agent will pay cash to the Holders
\npromptly following the later of the Purchase Date and the time of delivery or
\nbook-entry transfer of such Holders153 Notes to the Paying Agent. (See Pages 9-11)\n<\/p>\n

Can I withdraw a previously delivered Purchase Notice? <\/strong><\/p>\n

Yes. To withdraw a previously delivered Purchase Notice, you must deliver an
\nexecuted written notice of withdrawal substantially in the form attached, or a
\nfacsimile of one, to the Paying Agent before 11:59 p.m., New York City time, on
\nthe Expiration Date. (See Pages 9-10)<\/p>\n

HOLDERS WHO EXERCISED THE PUT OPTION AND DELIVERED THEIR NOTES TO THE
\nPAYING AGENT THROUGH DTC153S ATOP SYSTEM SHOULD ELECTRONICALLY TRANSMIT THEIR
\nWITHDRAWAL THROUGH DTC153S ATOP SYSTEM, SUBJECT TO THE TERMS AND PROCEDURES OF
\nTHAT SYSTEM. HOLDERS TRANSMITTING THEIR WITHDRAWAL THROUGH DTC153S ATOP SYSTEM
\nMUST ALLOW SUFFICIENT TIME FOR COMPLETION OF THE ATOP PROCEDURES DURING THE
\nNORMAL BUSINESS HOURS OF DTC. <\/strong><\/p>\n

Do I need to do anything if I do not wish to exercise the Put Option?
\n<\/strong><\/p>\n

No. (See Page 7)<\/p>\n

If I choose to exercise the Put Option, do I have to exercise the Put
\nOption for all of my Notes? <\/strong><\/p>\n

No. You may exercise the Put Option for all of your Notes, a portion of your
\nNotes or none of your Notes. If you wish to exercise the Put Option for a
\nportion of your Notes, however, you must exercise the Put Option for Notes in a
\nprincipal amount of $1,000 or an integral multiple thereof. (See Page 7)<\/p>\n

3<\/p>\n

\n

If I do not exercise the Put Option, will I continue to be able to
\nexercise my conversion rights? <\/strong><\/p>\n

Yes. If you do not exercise the Put Option, your conversion rights will not
\nbe affected. You will continue to have the right to convert each $1,000
\nprincipal amount of the Notes into 82.4612 shares of our Common Stock, subject
\nto the terms, conditions and adjustments specified in the Indenture and the
\nNotes. (See Page 6)<\/p>\n

If I am a U.S. resident for U.S. federal income tax purposes, will I
\nhave to pay taxes if I exercise the Put Option? <\/strong><\/p>\n

The receipt of cash in exchange for Notes pursuant to the Put Option will be
\na taxable transaction for U.S. federal income tax purposes and you may recognize
\nincome, loss or deduction. You should consult with your own tax advisor
\nregarding the actual tax consequences to you. (See Pages 12-13)<\/p>\n

Who is the Paying Agent? <\/strong><\/p>\n

The Bank of New York, the trustee under the Indenture, is serving as Paying
\nAgent for the Notes. Its address and telephone and fax numbers are set forth on
\nthe front cover of this Company Notice.<\/p>\n

Whom can I contact if I have questions about the Put Option?
\n<\/strong><\/p>\n

Questions and requests for assistance in connection with the Put Option may
\nbe directed to the Paying Agent at the address and telephone and fax numbers set
\nforth on the front cover of this Company Notice.<\/p>\n

4<\/p>\n

\n

IMPORTANT INFORMATION CONCERNING THE PUT OPTION
\n<\/strong><\/p>\n

1. Information Concerning the Company.<\/strong> The Interpublic Group
\nof Companies, Inc., a Delaware corporation (the “Company” or “we”), is obligated
\nto purchase its 4.25% Convertible Senior Notes due 2023 (the “Notes”) for which
\nPurchase Notices have been validly delivered and not withdrawn. The Notes are
\nconvertible into shares of common stock, par value $0.10 per share (the “Common
\nStock”), of the Company, subject to the terms, conditions and adjustments
\nspecified in the Indenture and the Notes. The Company is both the “filing
\nperson” and the “subject company.”<\/p>\n

We are one of the world153s premier global advertising and marketing services
\ncompanies. Through our 42,000 employees in all major world markets, our
\ncompanies specialize in consumer advertising, digital marketing, communications
\nplanning and media buying, public relations and specialized communications
\ndisciplines. Our agencies create customized marketing programs for many of the
\nworld153s largest companies. Comprehensive global services are critical to
\neffectively serve our multinational and local clients in markets throughout the
\nworld, as they seek to build brands, increase sales of their products and
\nservices and gain market share.<\/p>\n

The work we produce for our clients is specific to their unique needs. Our
\nsolutions vary from project-based activity involving one agency to long-term,
\nfully integrated campaigns created by multiple Company agencies working
\ntogether. With offices in over 100 countries, we can operate in a single region,
\nor deliver global integrated programs.<\/p>\n

Our principal executive offices are located at 1114 Avenue of the Americas,
\nNew York, New York, 10036. Our main telephone number at that address is (212)
\n704-1200. Our website address is www.interpublic.com. We have not incorporated
\nby reference into this Company Notice the information included on or linked from
\nour website, and you should not consider it to be a part of this Company Notice.\n<\/p>\n

2. Information Concerning the Notes.<\/strong> On November 15, 2006,
\nwe issued $400.0 million in aggregate principal amount of the Notes. Cash
\ninterest accrues on the Notes at the rate of 4.25% per annum and is payable
\nsemi-annually on March 15 and September 15 of each year to the person in whose
\nname a Note is registered at the close of business on the preceding March 1 or
\nSeptember 1, as the case may be. The Notes mature on March 15, 2023. As of
\nFebruary 14, 2012, there was $400.0 million in aggregate principal amount of the
\nNotes outstanding.<\/p>\n

2.1. The Company153s Obligation to Purchase the
\nNotes.<\/em><\/strong> Pursuant to the terms of the Notes and the Indenture, we
\nare obligated to purchase all of the Notes for which Purchase Notices have been
\nvalidly delivered and not withdrawn at a purchase price (the “Purchase Price”)
\nequal to $1,000 per $1,000 principal amount of the Notes, plus any accrued and
\nunpaid interest (including contingent interest) up to, but excluding, March 15,
\n2012 (the “Purchase Date”). The Purchase Date is an Interest Payment Date under
\nthe terms of the Indenture. Accordingly, interest accrued up to, but excluding,
\nthe Purchase Date will be paid to record holders as of the Regular Record Date,
\nas defined in the Indenture, and we expect that there will be no accrued and
\nunpaid interest due as part of the Purchase Price.<\/p>\n

The Put Option will expire at 11:59 p.m., New York City time, on March 14,
\n2012 (the “Expiration Date”). The period that Holders have to exercise the Put
\nOption will not be extended unless required by applicable law.<\/p>\n

The purchase by the Company of validly delivered Notes is not subject to any
\nconditions other than (1) that no event of default under the Indenture has
\noccurred and is continuing (other than an event of default that is cured by the
\npayment of the Purchase Price) and (2) that the Company153s purchase is not
\nunlawful. Delivery of Notes to the Paying Agent or delivery of the Notes by
\nbook-entry transfer to the account maintained by the Paying Agent with The
\nDepository Trust Company (“DTC”) is a condition to the payment of the Purchase
\nPrice to the Holder of such Notes.<\/p>\n

5<\/p>\n

\n

2.2. Purchase Price.<\/em><\/strong> Pursuant to terms of the
\nIndenture and the Notes, the Purchase Price to be paid by the Company for the
\nNotes is equal to $1,000 per $1,000 principal amount of the Notes, plus any
\naccrued and unpaid interest (including contingent interest) up to, but
\nexcluding, the Purchase Date. The Purchase Date is an Interest Payment Date
\nunder the terms of the Indenture. Accordingly, interest accrued up to, but
\nexcluding, the Purchase Date will be paid to record holders as of the Regular
\nRecord Date, as defined in the Indenture, and we expect that there will be no
\naccrued and unpaid interest due as part of the Purchase Price. The Purchase
\nPrice will be paid in cash with respect to any and all Notes for which a
\nPurchase Notice has been validly delivered and not withdrawn. Notes will be
\naccepted for purchase only in principal amounts equal to $1,000 or integral
\nmultiples thereof. The Paying Agent will pay the Purchase Price to the Holders
\npromptly following the later of the Purchase Date and the time of delivery or
\nbook-entry transfer of such Holders153 Notes to the Paying Agent in accordance
\nwith the procedures described in this Company Notice.<\/p>\n

With respect to Notes for which a Purchase Notice has been validly delivered
\nand not withdrawn, interest (including contingent interest) will accrue up to,
\nbut excluding, the Purchase Date, unless the Company defaults in making payment
\nof the Purchase Price for such Notes.<\/p>\n

The Purchase Price is based solely on the requirements of the Indenture and
\nthe Notes and does not necessarily bear any relationship to the market price of
\nthe Notes or our Common Stock. Thus, the Purchase Price may be significantly
\nhigher or lower than the current market price of the Notes. Holders of Notes are
\nurged to obtain the best available information as to potential current market
\nprices of the Notes, to the extent available, and our Common Stock before making
\na decision whether to exercise the Put Option.<\/p>\n

None of the Company, its Board of Directors or its employees is making any
\nrecommendation to Holders as to whether to exercise or refrain from exercising
\nthe Put Option. Each Holder must make his or her own decision whether to
\nexercise the Put Option and, if so, the principal amount of Notes for which to
\nexercise the Put Option based on such Holder153s assessment of the current market
\nvalue of the Notes and our Common Stock and other relevant factors.<\/p>\n

2.3. Conversion Rights of the Notes.<\/em><\/strong> Upon the
\noccurrence of an event listed in paragraph 9 of the Notes, the Notes will be
\nconvertible into shares of our Common Stock in accordance with and subject to
\nthe terms of the Indenture and the Notes. The conversion rate of the Notes is
\n82.4612 shares of Common Stock per $1,000 principal amount of the Notes. The
\nPaying Agent is currently acting as Conversion Agent for the Notes.<\/p>\n

Holders who do not exercise the Put Option will maintain the right to convert
\ntheir Notes into Common Stock pursuant to the Indenture. Any Notes as to which a
\nPurchase Notice has been validly delivered may be converted in accordance with
\nthe terms of the Indenture only if the Purchase Notice has been validly
\nwithdrawn before 11:59 p.m., New York City time, on the Expiration Date, as
\ndescribed in Section 4 of this Company Notice.<\/p>\n

2.4. Market for the Notes and our Common Stock.<\/em><\/strong>
\nThere is no established reporting system or market for trading in the Notes. To
\nthe extent that the Notes are traded, prices of the Notes may fluctuate widely
\ndepending on trading volume, the balance between buy and sell orders, prevailing
\ninterest rates, the market price of our Common Stock, our operating results and
\nthe market for similar securities.<\/p>\n

6<\/p>\n

\n

Our Common Stock, into which the Notes are convertible, is listed on the New
\nYork Stock Exchange (the “NYSE”) under the symbol “IPG.” The following table
\nshows, for the periods indicated, the high and low closing sales prices per
\nshare of our Common Stock as reported by the NYSE.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

High<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Low<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2012:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

First Quarter (through February 14, 2012)<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

10.88<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

10.16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2011:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Fourth Quarter<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9.92<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6.95<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Third Quarter<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

12.84<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

7.20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Second Quarter<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

12.63<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

11.15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

First Quarter<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

13.20<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

10.47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2010:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Fourth Quarter<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

11.11<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9.98<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Third Quarter<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

10.17<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6.93<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Second Quarter<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9.87<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

7.13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

First Quarter<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

8.79<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

6.35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

On February 14, 2012, the closing sale price of our Common Stock, as reported
\nby the NYSE, was $10.70 per share.<\/p>\n

We urge you to obtain current market information for the Notes, to the extent
\navailable, and our Common Stock before making any decision whether to exercise
\nor refrain from exercising the Put Option.<\/p>\n

2.5. Optional Redemption.<\/em><\/strong> Beginning on March 15,
\n2012, the Notes are redeemable for cash at any time at our option, in whole or
\nin part, at a redemption price equal to the principal amount of Notes to be
\nredeemed plus any accrued and unpaid interest (including any contingent
\ninterest) up to, but excluding, the date fixed for redemption, as provided for
\nin the Indenture and the Notes. If we call the Notes for redemption, Holders may
\nconvert Notes into Common Stock at any time prior to the close of business on
\nthe Business Day prior to the Redemption Date in accordance with paragraph 9 of
\nthe Notes.<\/p>\n

2.6. Holder153s Right to Require Repurchase Upon Change in
\nControl.<\/em><\/strong> Each Holder may require us to repurchase all or any part
\nof his or her Notes if there is a Fundamental Change (as defined in the
\nIndenture) at a repurchase price equal to the Fundamental Change Purchase Price
\n(as defined in the Indenture).<\/p>\n

2.7. Ranking.<\/em><\/strong> The Notes are our general unsecured
\nobligations and rank senior in right of payment to all our existing and future
\nindebtedness that is, by its terms, expressly subordinated in right of payment
\nto the Notes. The Notes rank equally in right of payment with all our existing
\nand future unsecured indebtedness that is not so subordinated. Because we are a
\nholding company, our rights and the rights of our creditors, including Holders
\nof the Notes, to participate in the assets of any subsidiary during its
\nliquidation or reorganization, are subject to the prior claims of the
\nsubsidiary153s creditors, except to the extent that we are ourselves a creditor
\nwith recognized claims against the subsidiary. On a consolidated basis, we had
\n$1,574.7 million of debt outstanding as of September 30, 2011, none of which was
\nsecured or subordinated debt.<\/p>\n

3. Procedures to Be Followed by Holders Electing to Exercise the Put
\nOption.<\/strong> Holders will not be entitled to receive the Purchase Price for
\ntheir Notes unless they (i) validly deliver and do not withdraw a Purchase
\nNotice before 11:59 p.m., New York City time, on the Expiration Date and (ii)
\ndeliver the Notes for which they have delivered such Purchase Notice (together
\nwith all necessary endorsements) to the Paying Agent or deliver such Notes to
\nthe Paying Agent153s account at DTC prior to, on or after the Purchase Date. Only
\nregistered Holders are authorized to deliver their Notes for purchase. Holders
\nmay exercise the Put Option for some or all of their Notes; however, if Holders
\nwish to exercise the Put Option for a portion of their Notes, they must exercise
\nthe Put Option for Notes in a principal amount of $1,000 or an integral multiple
\nthereof.<\/p>\n

7<\/p>\n

\n

If Holders do not validly deliver a Purchase Notice, or if they withdraw a
\nvalidly delivered Purchase Notice, for their Notes before 11:59 p.m., New York
\nCity time, on the Expiration Date, their Notes will not be purchased and will
\nremain outstanding subject to the existing terms of the Notes and the Indenture.\n<\/p>\n

3.1. Method of Delivery.<\/em><\/strong> The method of delivery of
\nNotes, the related Purchase Notice and all other required documents, including
\ndelivery and acceptance through DTC and DTC153s Automated Tender Offer Program
\n(“ATOP”), is at the election and risk of the person delivering such Notes,
\nPurchase Notice or other documents and, except as expressly otherwise provided
\nin the Purchase Notice, delivery will be deemed made only when actually received
\nby the Paying Agent. The date of any postmark or other indication of when a Note
\nor a Purchase Notice was sent will not be taken into account in determining
\nwhether such materials were timely received. If such delivery is by mail, it is
\nsuggested that Holders use properly insured, registered mail with return receipt
\nrequested, and that Holders mail the Purchase Notice and other required
\ndocuments sufficiently in advance of the Expiration Date to permit timely
\ndelivery to the Paying Agent.<\/p>\n

3.2. Purchase Notice.<\/em><\/strong> To exercise the Put Option,
\nHolders of Notes must deliver to the Paying Agent the Purchase Notice at any
\ntime from the opening of business on February 15, 2012 until 11:59 p.m., New
\nYork City time, on the Expiration Date, and must not withdraw such notice.
\nPursuant to the Indenture, the Purchase Notice must contain:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

if certificated, the certificate number of the Notes being delivered for
\npurchase, or if not certificated, the Purchase Notice must comply with
\nappropriate DTC procedures;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the portion of the principal amount of the Notes which will be delivered to
\nbe purchased, which portion must be in principal amounts of $1,000 or an
\nintegral multiple thereof; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

a statement that such Notes shall be purchased as of the Purchase Date
\npursuant to the terms and conditions specified in paragraph 7 of the Notes and
\nin the Indenture.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Enclosed with this Company Notice is the form of Purchase Notice that you are
\nrequired to use.<\/p>\n

Holders who wish to exercise the Put Option without simultaneously delivering
\ntheir Notes to the Paying Agent must (i) properly complete and execute the
\nPurchase Notice, (ii) check the appropriate box in the section of the Purchase
\nNotice entitled “Method of Delivery” to indicate that Notes are not
\nsimultaneously delivered to the Paying Agent and (iii) deliver the Purchase
\nNotice, together with any other required documents, to the Paying Agent before
\n11:59 p.m., New York City time, on the Expiration Date. Delivery of the Notes to
\nthe Paying Agent or delivery of the Notes by book-entry transfer to the account
\nmaintained by the Paying Agent with DTC is a condition to payment of the
\nPurchase Price to the Holder of such Notes.<\/p>\n

HOLDERS WHO HOLD THEIR NOTES THROUGH DTC WHO WISH TO EXERCISE THE PUT
\nOPTION AND DELIVER THEIR NOTES TO THE PAYING AGENT NEED NOT SUBMIT A PHYSICAL
\nPURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS TRANSMIT THEIR ACCEPTANCE
\nAND DELIVER THEIR NOTES ELECTRONICALLY THROUGH DTC153S ATOP SYSTEM, SUBJECT TO THE
\nTERMS AND PROCEDURES OF THAT SYSTEM. HOLDERS TRANSMITTING THEIR ACCEPTANCE AND
\nDELIVERING THEIR NOTES THROUGH DTC153S ATOP SYSTEM MUST ALLOW SUFFICIENT TIME FOR
\nCOMPLETION OF THE ATOP PROCEDURES DURING THE NORMAL BUSINESS HOURS OF DTC.
\n<\/strong><\/p>\n

Notes in Certificated Form.<\/em> Holders whose Notes are held in
\ncertificated form who wish to exercise the Put Option and simultaneously deliver
\ntheir Notes to the Paying Agent must properly complete and execute the Purchase
\nNotice and deliver such notice, together with the Notes (including all necessary
\nendorsements) and any other required documents, to the Paying Agent.<\/p>\n

8<\/p>\n

\n

Notes in Global Form.<\/em> Holders who are DTC participants who wish to
\nexercise the Put Option and deliver their Notes to the Paying Agent should
\nelectronically transmit their acceptance through DTC153s ATOP system, subject to
\nthe terms and procedures of that system. In transmitting its acceptance through
\nDTC153s ATOP system, a Holder acknowledges receipt of the Purchase Notice and
\nagrees to be bound by the terms set forth in the Purchase Notice.<\/p>\n

Holders who are DTC participants may also elect to deliver a completed and
\nexecuted Purchase Notice, together with any other required documents, to the
\nPaying Agent and concurrently deliver their Notes by book-entry transfer to the
\nPaying Agent153s account at DTC.<\/p>\n

Notes Held Through a Custodian.<\/em> Holders whose Notes are held by a
\nbroker, dealer, commercial bank, trust company or other nominee must contact
\nsuch nominee if such Holders desire to exercise the Put Option and instruct such
\nnominee to exercise the Put Option on the Holders153 behalf by following the
\nprocedures described in this Company Notice.<\/p>\n

3.3. Delivery of Notes.<\/em><\/strong> To receive the Purchase
\nPrice, Holders must deliver the Notes (together with all necessary endorsements)
\nto the Paying Agent or deliver such Notes by book-entry transfer to the Paying
\nAgent153s account at DTC prior to, on or after the Purchase Date. Delivery of the
\nNotes to the Paying Agent or delivery of the Notes by book-entry transfer to the
\naccount maintained by the Paying Agent with DTC is a condition to the payment of
\nthe Purchase Price to the Holder of such Notes.<\/p>\n

HOLDERS WHO HOLD THEIR NOTES THROUGH DTC NEED NOT DELIVER PHYSICAL
\nNOTE CERTIFICATES TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE DELIVERY
\nPROCEDURES OF DTC. <\/strong><\/p>\n

Notes must be delivered to the Paying Agent or delivered by book-entry
\ntransfer to the Paying Agent153s account at DTC to collect payment of the Purchase
\nPrice. Delivery of Notes to DTC or to us does not constitute delivery to the
\nPaying Agent. Payment of the Purchase Price is subject to the Notes being
\ndelivered to the Paying Agent conforming in all respects to the description
\nthereof in the related Purchase Notice.<\/p>\n

Under no circumstances will Notes accrue interest by reason of any delay in
\nmaking payment to any person who delivers Notes after the Purchase Date. The
\nPurchase Price for Notes delivered after the Purchase Date will be the same as
\nthat for Notes delivered prior to or on the Purchase Date. If the Paying Agent
\nholds, in accordance with the terms of the Indenture, sufficient cash to pay the
\nPurchase Price for the Notes on the Business Day following the Purchase Date,
\nthen, on and after such date, such Notes will cease to be outstanding and
\ninterest (including contingent interest) on such Notes will cease to accrue,
\nwhether or not the Notes are delivered to the Paying Agent or delivered by
\nbook-entry transfer to the account maintained by the Paying Agent with DTC, and
\nall rights (other than the right to receive the Purchase Price upon delivery of
\nthe Notes) of the Holder of such Notes will terminate.<\/p>\n

4. Right of Withdrawal.<\/strong> A Purchase Notice may be withdrawn,
\nfor some or all of the Notes for which such Purchase Notice has been delivered,
\nat any time before 11:59 p.m., New York City time, on the Expiration Date. In
\norder to withdraw a Purchase Notice, Holders must deliver to the Paying Agent
\nwritten notice, substantially in the form enclosed herewith, containing:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

if certificated, the certificate number of the Notes with respect to which
\nsuch notice of withdrawal is being submitted, or if not certificated, the notice
\nof withdrawal must comply with appropriate DTC procedures;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the principal amount of the Notes with respect to which such notice of
\nwithdrawal is submitted; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the principal amount, if any, of such Notes which remain subject to the
\noriginal Purchase Notice and which have been or will be delivered for purchase
\nby the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9<\/p>\n

\n

The signature on the notice of withdrawal must be guaranteed by an eligible
\nguarantor institution (as defined in Rule 17Ad-15 under the Securities Exchange
\nAct of 1934, as amended (the “Exchange Act”)) if certificates have been
\ndelivered or otherwise identified to the Paying Agent. A properly withdrawn
\nPurchase Notice will be deemed not to have been validly delivered for purposes
\nof the Put Option. The Put Option for Notes for which a Purchase Notice has been
\nwithdrawn may be re-exercised by following the delivery procedures described in
\nSection 3 before 11:59 p.m., New York City time, on the Expiration Date.
\nEnclosed with this Company Notice is a Notice of Withdrawal that may be used for
\nwithdrawing a Purchase Notice.<\/p>\n

HOLDERS WHO EXERCISED THE PUT OPTION AND DELIVERED THEIR NOTES TO THE
\nPAYING AGENT THROUGH DTC153S ATOP SYSTEM SHOULD ELECTRONICALLY TRANSMIT THEIR
\nWITHDRAWAL THROUGH DTC153S ATOP SYSTEM, SUBJECT TO THE TERMS AND PROCEDURES OF
\nTHAT SYSTEM. HOLDERS TRANSMITTING THEIR WITHDRAWAL THROUGH DTC153S ATOP SYSTEM
\nMUST ALLOW SUFFICIENT TIME FOR COMPLETION OF THE ATOP PROCEDURES DURING THE
\nNORMAL BUSINESS HOURS OF DTC. <\/strong><\/p>\n

Holders may withdraw any Notes previously delivered to the Paying Agent and
\nnot yet accepted for payment after the expiration of 40 business days from the
\ndate of this Company Notice.<\/p>\n

5. Payment for Notes.<\/strong> At or before 10:00 a.m., New York City
\ntime, on March 15, 2012, we will deposit with the Paying Agent the appropriate
\namount of cash required to pay the Purchase Price for the Notes for which a
\nPurchase Notice has been validly delivered and not withdrawn by 11:59 p.m., New
\nYork City time, on the Expiration Date, and the Paying Agent will promptly
\ndistribute the cash to each Holder that has validly delivered its Notes to the
\nPaying Agent or validly delivered such Notes to the Paying Agent153s account at
\nDTC prior to or on the Purchase Date.<\/p>\n

The total amount of funds required by us to purchase all of the Notes is
\n$400.0 million (assuming the Put Option is validly exercised for all of the
\nNotes and all of the Notes are validly delivered and accepted for payment). In
\nthe event the Put Option is exercised for any Notes and any Notes are validly
\ndelivered and accepted for payment, we intend to use cash on hand. We do not
\nhave any alternative financing plans.<\/p>\n

6. Notes Acquired.<\/strong> Any Notes purchased by us pursuant to the
\nPut Option will be cancelled by the Trustee, pursuant to the terms of the
\nIndenture.<\/p>\n

7. Plans or Proposals of the Company.<\/strong> Except as described in
\nthese materials or in our filings with the Securities and Exchange Commission
\n(the “SEC”) or as previously publicly announced, we currently have no
\nagreements, nor have we authorized any actions, which would be material to a
\nHolder153s decision to exercise the Put Option, which relate to or which would
\nresult in:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any extraordinary transaction, such as a merger, reorganization or
\nliquidation, involving us or any of our subsidiaries;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any purchase, sale or transfer of a material amount of our assets or any of
\nour significant subsidiaries;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any material change in our present dividend rate or policy, indebtedness or
\ncapitalization;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any change in our present Board of Directors or management, including, but
\nnot limited to, any plans or proposals to change the number or the term of
\ndirectors or to fill any existing vacancies on the board or to change any
\nmaterial term of the employment contract of any executive officer;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any other material change in our corporate structure or business;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any class of our equity securities to be delisted from a national securities
\nexchange or cease to be authorized to be quoted in an automated quotation system
\noperated by a national securities association;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any class of our equity securities becoming eligible for termination of
\nregistration under Section 12(g)(4) of the Exchange Act;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10<\/p>\n

\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the suspension of our obligation to file reports under Section 15(d) of the
\nExchange Act;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

the acquisition by any person of additional securities of ours, or the
\ndisposition of our securities; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

any changes in our charter, bylaws or other governing instruments, or other
\nactions that could impede the acquisition of control of us.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8. Interests of Directors, Executive Officers and Affiliates of the
\nCompany in the Notes.<\/strong> Neither we nor, to our knowledge after making
\nreasonable inquiry, any of our executive officers or directors or any
\n“associate” or subsidiary of any such person, has any beneficial interest in the
\nNotes, or has engaged in any transaction in the Notes during the 60 days
\npreceding the date of this Company Notice. A list of our executive officers and
\ndirectors is attached to this Company Notice as Schedule A<\/em>. The term
\n“associate” is used as defined in Rule 12b-2 under the Exchange Act.<\/p>\n

Certain of our directors and executive officers are participants in ordinary
\ncourse equity compensation plans and arrangements involving our Common Stock, as
\ndisclosed by us prior to the date hereof. We are party to a 10b5-1 plan with
\nHSBC Securities (USA) Inc. under which it will repurchase our Common Stock for
\nour account up to a daily limit from February 14 to February 27, 2012. We also
\nhold capped call options to hedge the risk of price appreciation on the shares
\nof our common stock into which our 4.75% Convertible Senior Notes due 2023 are
\nconvertible. The options give us the right to purchase up to 16.5 million shares
\nof our common stock at a strike price of $12.13 per share, except that the
\neconomic value of the net proceeds of exercising the options will not exceed the
\ndifference between the strike price and the cap price of $17.83. Subject to
\ncertain limitations, we may elect settlement of the options to occur in cash or
\nin shares. The options will expire on April 2, 2013. Except as described in this
\nparagraph, neither we nor, to our knowledge after making reasonable inquiry, any
\nof our executive officers or directors, is a party to any contract, arrangement,
\nunderstanding or agreement with any other person relating, directly or
\nindirectly, to the Put Option or with respect to any of our securities,
\nincluding, but not limited to, any contract, arrangement, understanding or
\nagreement concerning the transfer or the voting of the securities, joint
\nventures, loan or option arrangements, puts or calls, guarantees of loans,
\nguarantees against loss or the giving or withholding of proxies, consents or
\nauthorizations.<\/p>\n

9. Legal Matters; Regulatory Approvals.<\/strong> We are not aware of
\nany license or regulatory permit that is material to our business that might be
\nadversely affected by the Put Option, or of any approval or other action by any
\ngovernment or regulatory authority or agency that is required for the
\nacquisition of the Notes as described in this Company Notice. Should any
\napproval or other action be required, we presently intend to seek the approval
\nor take the action. However, we cannot assure you that we would be able to
\nobtain any required approval or take any other required action.<\/p>\n

10. Purchases of Notes by the Company and Its Affiliates.<\/strong>
\nDuring the 60 days preceding the date of this Company Notice, the Company has
\nmade no purchases of the Notes.<\/p>\n

Effective on the date of this Company Notice, we and our affiliates,
\nincluding their executive officers and directors, are prohibited under
\napplicable United States federal securities laws from purchasing Notes (or the
\nright to purchase Notes) other than through the Put Option until at least the
\ntenth business day after the Purchase Date. The federal securities laws do not
\nprohibit us from exercising our right to redeem Notes pursuant to the terms of
\nthe Indenture. Following such time, if any Notes remain outstanding, we and our
\naffiliates may purchase Notes in the open market, in private transactions,
\nthrough a subsequent tender offer, or otherwise, any of which may be consummated
\nat purchase prices higher or lower than the Purchase Price. Any decision to
\npurchase Notes after the Purchase Date, if any, will depend upon many factors,
\nincluding the market price of the Notes, the amount of Notes delivered for
\npurchase pursuant to the Put Option, the market price of our Common Stock, our
\nbusiness and financial position, and general economic and market conditions.\n<\/p>\n

11<\/p>\n

\n

11. Material United States Income Tax Considerations.<\/strong><\/p>\n

The following discussion summarizes the material United States federal income
\ntax considerations that may be relevant to you if you exercise the Put Option.
\nThis summary is based on the Internal Revenue Code of 1986, as amended, and the
\nregulations, rulings and decisions thereunder, all of which are subject to
\nchange, possibly with retroactive effect.<\/p>\n

This summary does not describe all of the tax considerations that may be
\nrelevant to you. All Holders are strongly encouraged to consult with their tax
\nadvisor about the United States federal, state, local, foreign and other tax
\nconsequences of exercising the Put Option.<\/p>\n

U.S. Holders. <\/em>This discussion deals only with U.S. Holders (as
\ndefined below) who are beneficial owners of the Notes holding the Notes as
\ncapital assets, and does not apply if you are a member of a class of Holders
\nsubject to special rules, including, but not limited to: a dealer in Notes or
\ncurrencies; a trader in Notes who elects to use a mark-to-market method of
\naccounting for your Notes holdings; a bank or financial institution; an
\ninsurance company; a tax-exempt organization; a person owning Notes that are a
\nhedge or that are hedged against interest rate risks; a partnership or person
\ntreated as a partnership for United States federal income tax purposes, or a
\npartner thereof; a regulated investment company or real estate investment trust;
\na person owning Notes as part of a straddle or conversion transaction for tax
\npurposes; a United States person whose functional currency for tax purposes is
\nnot the U.S. dollar; or a United States expatriate. You will be a U.S. Holder if
\nyou are a beneficial owner of the Notes for United States federal income tax
\npurposes and you are: (i) a citizen or resident of the United States; (ii) a
\ndomestic corporation or other entity treated as such for United States federal
\nincome tax purposes; (iii) an estate whose income is subject to United States
\nfederal income taxation regardless of its source; or (iv) a trust if a United
\nStates court is able to exercise primary supervision over the trust153s
\nadministration and one or more United States persons can control all substantial
\ndecisions of the trust.<\/p>\n

Subject to the discussion of the market discount rules set forth below, your
\nexercise of the Put Option will result in taxable gain or loss to you equal to
\nthe difference between (i) the amount of cash received (other than amounts
\nattributable to accrued interest, which will be treated as an actual payment of
\ninterest on the Notes) and (ii) your adjusted tax basis in the Notes
\nsurrendered. If you obtained your Notes in exchange for the Company153s 4.50%
\nConvertible Senior Notes due 2023 (the “Old Notes”), your adjusted tax basis in
\nthe Notes generally should equal your adjusted tax basis in the Old Notes at the
\ntime of the exchange, increased by any gain and decreased by any loss you
\nrecognized in the exchange and further reduced by any amortized premium. If you
\nobtained your Notes in exchange for cash, your adjusted tax basis will generally
\nequal the amount paid for the Notes, increased by any amount of market discount
\npreviously taken into account and reduced by any amortizable bond premium
\npreviously amortized. Any such gain or loss will be long-term capital gain or
\nloss if your holding period in the Notes on the date you exercise the Put Option
\nis more than one year. The deductibility of net capital losses by individuals
\nand corporations is subject to limitations.<\/p>\n

Market discount is the excess, if any, of the principal amount of a Note over
\nyour tax basis in the Note at the time of the acquisition, unless the excess is
\nless than a specified de minimis amount, in which case market discount is
\nconsidered zero. In general, if you acquired the Notes with market discount, any
\ngain you realize on your exercise of the Put Option will result in ordinary
\nincome to the extent of the portion of the market discount that has accrued
\nwhile you held the Notes, unless you elected to include market discount in
\nincome currently as it accrued.<\/p>\n

Non-U.S. Holders.<\/em> A non-U.S. Holder is any Holder that is not a U.S.
\nHolder, as defined above. A non-U.S. Holder generally will not be subject to
\nUnited States federal income tax or withholding tax on any gain realized on the
\nreceipt of cash in exchange for Notes pursuant to the Put Option unless the gain
\nis effectively connected with a trade or business of the non-U.S. Holder in the
\nUnited States and, where a tax treaty applies, is attributable to a United
\nStates permanent establishment maintained by the Holder, or you are an
\nindividual non-U.S. Holder who is present in the United States for more than 183
\ndays in the taxable year during which you exercise the Put Option and certain
\nother conditions are met.<\/p>\n

12<\/p>\n

\n

If a non-U.S. Holder is engaged in a trade or business in the United States
\nand the Holder153s investment in the Notes is effectively connected with such
\ntrade or business, the Holder will be subject to regular United States federal
\nincome tax on a net income basis on any gain recognized upon a sale of the Notes
\npursuant to the Put Option in the same manner as if the Holder were a U.S.
\nHolder.<\/p>\n

Backup Withholding. <\/em>A U.S. Holder may be subject to backup
\nwithholding with respect to payments made pursuant to the Put Option unless such
\nU.S. Holder (i) is a corporation or comes within certain other exempt categories
\nand demonstrates this fact, or (ii) provides a correct taxpayer identification
\nnumber, certifies as to no loss of exemption from backup withholding and
\notherwise complies with applicable requirements of the backup withholding rules.
\nThe amount of any backup withholding will be allowed as a credit against such
\nU.S. Holder153s United States federal income tax liability and may entitle such
\nU.S. Holder to a refund, provided that the required information is furnished to
\nthe IRS. Information reporting, and possibly backup withholding, may apply if
\nthe Notes are held by a non-U.S. Holder through a U.S. broker or financial
\ninstitution or the U.S. office of a non-U.S. broker or financial institution and
\nthe non-U.S. Holder fails to provide appropriate information (on Form W-8BEN or
\nother applicable form). Non-U.S. Holders should consult their tax advisors with
\nrespect to the application of U.S. information reporting and backup withholding
\nrules to the disposition of Notes pursuant to the Put Option.<\/p>\n

All descriptions of tax considerations are for Holders153 guidance only
\nand are not tax advice. We recommend that Holders consult with their tax and
\nfinancial advisors with respect to the tax consequences of exercising the Put
\nOption, including the applicability and effect of state, local and foreign tax
\nlaws, before exercising the Put Option for any of their Notes. <\/strong><\/p>\n

12. Additional Information.<\/strong> This Company Notice is part of a
\nTender Offer Statement on Schedule TO that we have filed with the SEC. This
\nCompany Notice does not contain all of the information contained in the Schedule
\nTO and the exhibits to the Schedule TO. We recommend that you review the
\nSchedule TO, including its exhibits, and the following materials that we have
\nfiled with the SEC before making a decision as to whether to exercise or refrain
\nfrom exercising the Put Option:<\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Our annual report on Form 10-K for the year ended December 31, 2010;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Our quarterly reports on Form 10-Q for the quarters ended March 31, 2011,
\nJune 30, 2011 and September 30, 2011;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

Our current reports on Form 8-K filed February 22, 2011, March 25, 2011,
\nMarch 31, 2011, May 26, 2011, May 27, 2011, June 1, 2011, June 13, 2011, August
\n15, 2011, August 17, 2011, August 26, 2011, September 12, 2011, November 16,
\n2011 and December 2, 2011; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

All documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14
\nand 15(d) of the Exchange Act subsequent to the date of this Company Notice and
\nbefore 11:59 p.m., New York City time, on the Expiration Date. Notwithstanding
\nthe foregoing, information furnished but not filed in any current report on Form
\n8-K, including the related exhibits, is not deemed referenced herein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

We expect to file our annual report on Form 10-K for the year ended December
\n31, 2011 on or before February 29, 2012. The SEC file number for these filings
\nis 001-06686. These filings, our other annual, quarterly and current reports,
\nour proxy statements and our other SEC filings may be examined, and copies may
\nbe obtained, at the SEC153s public reference room at 100 F Street N.E.,
\nWashington, D.C. 20549. You may obtain information on the operation of the
\npublic reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are
\nalso available to the public on the SEC153s Internet site at www.sec.gov.<\/p>\n

Each person to whom a copy of this Company Notice is delivered may obtain a
\ncopy of any or all of the documents to which we have referred you, other than
\nexhibits to such documents, unless such exhibits are specifically incorporated
\nby reference into such documents, at no cost, by writing or calling us at 1114
\nAvenue of the Americas, New York, New York, 10036, Attention: Nicholas J.
\nCamera, Secretary, (212) 704-1200.<\/p>\n

13<\/p>\n

\n

As you read the documents listed above, you may find some inconsistencies in
\ninformation from one document to another. If you find inconsistencies between
\nthe documents, or between a document and this Company Notice, you should rely on
\nthe statements made in the most recent document.<\/p>\n

In making your decision as to whether to exercise the Put Option, you should
\nread the information about us contained in this Company Notice together with the
\ninformation contained in the documents to which we have referred you.<\/p>\n

13. No Solicitations.<\/strong> We have not employed or retained any
\npersons to make solicitations or recommendations in connection with the Put
\nOption. We have retained Global Bondholder Services Corporation (“GBSC”) to
\nassist us in the distribution of this Company Notice and the related notice
\nmaterials to Holders of the Notes and to brokers, dealers, commercial banks and
\nother nominees of Holders. We will pay GBSC reasonable and customary
\ncompensation for its services in connection with the Put Option, plus
\nreimbursement for out-of-pocket expenses. We have also agreed to indemnify GBSC
\nagainst certain liabilities, including liabilities arising under the federal
\nsecurities laws.<\/p>\n

14. Definitions.<\/strong> All capitalized terms used but not
\nspecifically defined herein shall have the meanings given to such terms in the
\nIndenture.<\/p>\n

15. Conflicts.<\/strong> In the event of any conflict between this
\nCompany Notice and the accompanying Purchase Notice on the one hand and the
\nterms of the Indenture or any applicable laws on the other hand, the terms of
\nthe Indenture or applicable laws, as the case may be, will control.<\/p>\n

None of us, our Board of Directors or our employees is making any
\nrecommendation to any Holder as to whether to exercise or refrain from
\nexercising the Put Option. Each Holder must make his or her own decision whether
\nto exercise the Put Option and, if so, the principal amount of Notes for which
\nto exercise the Put Option based on his or her own assessment of current market
\nvalue and other relevant factors. <\/em><\/strong><\/p>\n

THE INTERPUBLIC GROUP OF COMPANIES, INC.<\/p>\n

14<\/p>\n

\n

SCHEDULE A <\/u><\/strong><\/p>\n

INFORMATION ABOUT THE EXECUTIVE OFFICERS <\/strong>\n<\/p>\n

AND DIRECTORS OF THE COMPANY <\/strong><\/p>\n

The table below sets forth information about our executive officers and
\ndirectors as of February 14, 2012. To the best of our knowledge after making
\nreasonable inquiry, none of our executive officers or directors has beneficial
\nownership in the Notes.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Position<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Michael I. Roth<\/p>\n<\/td>\n

<\/td>\n\n

Chairman of the Board and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

\n

Nicolas Brien<\/p>\n<\/td>\n

<\/td>\n\n

Chairman and Chief Executive Officer of McCann Worldgroup<\/p>\n<\/td>\n<\/tr>\n

\n

Nicholas J. Camera<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President, General Counsel and Secretary<\/p>\n<\/td>\n<\/tr>\n

\n

Christopher F. Carroll<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President, Controller and Chief Accounting Officer<\/p>\n<\/td>\n<\/tr>\n

\n

Julie M. Conners<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President, Audit and Chief Risk Officer<\/p>\n<\/td>\n<\/tr>\n

\n

Philippe Krakowsky<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President, Chief Strategy and Talent Officer<\/p>\n<\/td>\n<\/tr>\n

\n

Frank Mergenthaler<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President and Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n

\n

Reginald K. Brack<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

Jocelyn Carter-Miller<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

Jill M. Considine<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

Richard A. Goldstein<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

H. John Greeniaus<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

Mary J. Steele Guilfoile<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

Dawn Hudson<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

William T. Kerr<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

David M. Thomas<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The business address and telephone number of each executive officer and
\ndirector is c\/o The Interpublic Group of Companies, Inc., Attention: Nicholas J.
\nCamera, 1114 Avenue of the Americas, New York, New York, 10036, (212) 704-1200.\n<\/p>\n

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