The Interpublic Senior Executive Retirement Income Plan Participation Agreement

WHEREAS, _______________________________ (the “Participant”) is a senior executive of The Interpublic Group of Companies, Inc. (“Interpublic”) and its subsidiaries, and has been approved by the Compensation Committee of Interpublic’s Board of Directors to participate in The Interpublic Senior Executive Retirement Income Plan (“SERIP”);

WHEREAS, the Participant has received and reviewed the pamphlet entitled “The Interpublic Senior Executive Retirement Income Plan,” as amended and restated effective August 1, 2014, which sets forth the basic terms and conditions of SERIP (such pamphlet, as in effect and amended from time to time, being referred to herein as the “Plan Document”); and

WHEREAS, the Plan Document provides that certain details with regard to the Participant’s benefit and other rights and responsibilities under SERIP are to be set forth in the Participant’s Participation Agreement;

NOW, THEREFORE, the undersigned Participant agrees to be bound by the terms of the Plan Document, which terms are incorporated herein by reference, and modified and expanded as follows:

the scheduled vesting date will be December 31^st of the tenth calendar year that starts after the Participant returns an executed copy of this Participation Agreement to Interpublic’s Human Resources Department.

As set forth in the Plan Document, the amount of the Participant’s benefit is subject to reduction if payment starts before the Participant’s 65^th birthday. If the Participant’s employment is terminated by Interpublic without Cause, or the Participant resigns for Good Reason, the reduction will apply only if payment starts before age 60.

“Client” includes any person (including a company or other entity) that, as of the date of the Participant’s termination of employment or at any other time during the two-year period ending with the Participant’s termination of employment, is or was (i) a client of the Participant’s Business Unit or (ii) a prospective client with whom the Participant had direct contact.

“Prohibited Activity” includes: (i) any activity that would give rise to termination for Cause (as defined in the Plan Document); (ii) a material violation of any rule, policy or procedure of Interpublic or the Participant’s Business Unit, including but not limited to the Code of Conduct of Interpublic and any such Business Unit; or (iii) any other conduct or act that Interpublic’s Management Human Resources Committee (“MHRC”) or the Compensation and Leadership Talent Committee of Interpublic’s Board of Directors (the “Compensation Committee”) determines is injurious, detrimental, or prejudicial to any interest of Interpublic.

If the Participant breaches any provision of this paragraph 5, [he] [she] shall forfeit [his] [her] benefit and return any payments received pursuant to SERIP. The Participant acknowledges that these provisions are reasonable and necessary to protect Interpublic’s legitimate business interests, and that these provisions do not prevent the Participant from earning a living. If at the time of enforcement of any provision of this Agreement, a court shall hold that the duration, scope, or area restriction of any provision hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration, scope, or area reasonable under the circumstances shall be substituted by the court for the stated duration, scope, or area.

The Participant may not change the form in which [his] [her] benefit under SERIP will be paid, except to the extent (if at all) that the Plan Document permits the Participant to make such a change.

IN WITNESS WHEREOF, Interpublic, by its duly authorized officer, and the Participant have caused this Participation Agreement to be executed.

q Please check box if your address has changed within the last year.        q I am married.    q I am not married.

I hereby designate such of the following person(s) who shall survive me as my Primary Beneficiary(ies):

If no Primary Beneficiary named above shall survive me, I designate such of the following person(s) who shall survive me as my Contingent Beneficiary(ies).

If a party other than the participant’s spouse is named as Primary Beneficiary above, this designation is valid only if the participant’s spouse (if any) consents below to the participant’s designation of the Primary Beneficiary(ies) and only if the spouse’s consent is witnessed by a notary public.

I, ____________________________________, am the spouse of the above-named participant. I hereby consent to the designation of the Primary Beneficiary(ies) specified above.

______________________________________________________                ________________________

Spouse’s Signature                                    Date

Benefit Increases and Decreases.................................................................................................    3

Rehire..........................................................................................................................................    3

General Vesting Rule...................................................................................................................    3

Vesting of Benefit Increases........................................................................................................    4

Release.......................................................................................................................................    5

Forfeiture.....................................................................................................................................    6

When Payments Start...................................................................................................................    6

Reduction for Starting Payments Before Age 65.........................................................................    7

Form of Payment.........................................................................................................................    7

Amount, Form, and Time of Death Benefit................................................................................    8

Designating Your Beneficiary......................................................................................................    8

Special Vesting and Payment Rules............................................................................................    9

Deferred Compensation Trust...................................................................................................    11

Reduction of Benefits After a Change of Control......................................................................    11

Plan Administration and Review of Decisions..........................................................................    12

Participation Agreement, Amendment, and Termination...........................................................    12

Successors to Interpublic...........................................................................................................    13

Coordination with Other Benefits..............................................................................................    13

Nature of Your Plan Benefit and Plan Assets............................................................................    13

Assignment and Alienation........................................................................................................    14

Withholding and Other Tax Consequences................................................................................    14

Authority to Determine Payment Date......................................................................................    14

Compliance with Tax Code § 409A...........................................................................................    14

Mailing Address.........................................................................................................................    14

Overpayments............................................................................................................................    15

Incapacity and Minor Status......................................................................................................    15

Continued Employment.............................................................................................................    15

Liability Limited.......................................................................................................................    15

Titles and Headings Not to Control...........................................................................................    15

Severability................................................................................................................................    15

Variations in Plan Terms............................................................................................................    15

Complete Statement of the Plan.................................................................................................    16

Initial Claims.............................................................................................................................    16

Appeals......................................................................................................................................    17

Other Rules and Rights Regarding Claims and Appeals...........................................................    18

This pamphlet sets forth the basic terms of The Interpublic Senior Executive Retirement Income Plan, as amended and restated effective August 1, 2014. Capitalized terms used in this pamphlet are defined in the Glossary of Key Terms, at the end of the pamphlet.

The Plan is sponsored by Interpublic and has been in effect since August 2003. Your rights and responsibilities under the Plan are also governed by your Participation Agreement with Interpublic. Your Participation Agreement incorporates this pamphlet by reference—which means that this pamphlet is part of your Participation Agreement.

The Plan is unfunded and is designed primarily to provide deferred compensation for a select group of senior management employees of Interpublic and its Subsidiaries. The Plan is excepted from most of the requirements of ERISA.

The benefits provided under the Plan are offered to secure your goodwill, loyalty, and achievement, as well as to attract and retain other executives of outstanding competence. The Plan does not, however, give you the right to continue in the employ of Interpublic or its Subsidiaries, or to receive annual compensation of any particular amount.

Key features of the Plan include the following:

older, (b) if you die before payments start, and (c) in the event of a Change of Control. (See “Death Benefits” and “Change of Control.”)

The Plan is designed to benefit the most senior U.S.-based management of Interpublic and its Subsidiaries. You are eligible to participate in the Plan only if your participation is approved by the Compensation Committee.

If you are eligible to participate in the Plan, you will become a participant after you execute your Participation Agreement. Your Participation Agreement and any amendment to your Participation Agreement will become effective on the date set forth in your Participation Agreement or amendment.

Your effective date is conditioned on returning your signed Participation Agreement to Interpublic by the deadline specified in your Participation Agreement. If you miss the specified deadline, your Participation Agreement will not be effective until the next January 1^st after you return your signed Participation Agreement.

Your benefit under the Plan is expressed as an annual benefit, payable for 15 years starting at age 65. Your Participation Agreement sets forth the benefit amount.*

However, as explained under “Reduction for Starting Payments Before Age 65,” below, the amount of your annual benefit is subject to reduction if payments start before you reach age 65.

Your benefit is subject to forfeiture until it becomes fully vested. The vesting rules are described under “Vesting and Forfeiture,” below. Also, special rules apply after a Change of Control. (See “Change of Control,” below.)

*If your participation in the Plan was approved before August 1, 2014, your benefit is expressed as annual benefit payable starting at age 60, and your Participation Agreement may provide for payment over 10 years.

The amount of your benefit may be increased or decreased from time to time. Any change in your benefit will be set forth in an amendment to your Participation Agreement or in a new Participation Agreement.

Any increase in your benefit will be prospective and will be subject to special vesting rules (described under “Vesting and Forfeiture,” below). If it becomes fully vested, your annual benefit under the Plan will be the sum of —

If you leave Interpublic and its Subsidiaries, and later return to a senior management position that is approved for participation in the Plan, you will be treated as a new hire. You will not receive credit for your prior participation in the Plan.

As described below, your right to a benefit under the Plan is conditioned on satisfying the Plan’s vesting conditions and certain other requirements.

You will forfeit (or lose) any portion of your benefit that is not vested upon your Termination of Employment (determined as if you continued working, as an active participant in the Plan, through your Severance Completion Date). In general, your benefit under the Plan will begin to vest after you participate in the Plan for three years, and will become fully vested after you have participated in the Plan for ten years. However, special rules apply after a Change of Control. (See “Change of Control,” below.)

In general, benefits under the Plan will vest according to the following schedule:

If your benefit is increased (as described above), the change in your benefit (the increase) will generally vest over seven years after the effective date of the increase. Subject to special rules that apply after a Change of Control, each increase in your benefit will vest according to the following schedule:

Effective August 1, 2014, to receive a benefit under the Plan, you must execute a release that is acceptable to Interpublic no later than 45 days after your Termination Date, and you must not revoke the release. Sample release language appears at Exhibit A. If you do not sign the release by the deadline, or you revoke the release, your benefit under the Plan will be forfeited, even if you previously satisfied the vesting conditions.

The release requirement does not apply if your participation in the Plan was approved before August 1, 2014.

You will forfeit any portion of your benefit that is not vested upon your Termination of Employment (determined as if you had continued working for Interpublic, as an active participant in the Plan, through your Severance Completion Date). Any unvested benefit and years of participation that accrued before your Termination of Employment will not be reinstated, even if you are rehired. In addition —

In general, subject to special rules that apply after a Change of Control (see “Change of Control,” below), Interpublic will start paying your vested benefit, if any, during the first month that starts on or after the later of —

However, the two-year wait will not apply if your participation in the Plan was approved on or after August 1, 2014, and you terminate employment at age 66 or older. In that case, Interpublic will start paying your vested benefit, if any, as of the first day of the later of (a) the seventh month that starts after your Termination of Employment or (b) the first month that starts on or after your 68^th birthday.

For example, if your employment with Interpublic and its Subsidiaries terminates on June 15, 2017, at age 56, Interpublic would make the first payment in July 2019.

The benefit amount set forth in your Participation Agreement assumes your benefit payments will start after you reach age 65 (or age 60 if your participation in the Plan was approved before August 1, 2014). If payments start before you reach that age, your monthly benefit is reduced as follows:

For purposes of these reductions, the date as of which payments start is the first day of the month in which the first payment is due.

Subject to special rules that apply after a Change of Control (see “Change of Control,” below), the vested portion of your benefit under the Plan will be paid in monthly installments for 15 years.

If your participation in the Plan was approved before August 1, 2014, your Participation Agreement may provide for payments over 10 years rather than 15 years. In that case, the amount of each installment payment will generally be larger than if you receive your benefit in installments for 15 years, but the total amount of your vested benefit will be discounted to reflect the value of accelerating payment. The amount of the discount will be calculated using the Plan Interest Rate.

The amount of each monthly installment will be ¹/₁₂th of your vested annual benefit.

If you become disabled while employed, you will continue to accumulate years of Plan participation until your Termination of Employment. Payments will start after your Termination of Employment in accordance with the payment timing rules described in this pamphlet. (See “Payments Under the Plan,” above.)

The date of your Termination of Employment will be determined in accordance with the Plan’s definition of “Termination of Employment.”

If you die before your vested benefit is paid in full, a beneficiary (or beneficiaries) whom you select will be entitled to receive the remainder (if any) of your vested benefit in a lump sum. The amount of the lump-sum payment will be the present value of the portion of your vested benefit that has not yet been paid, determined using the Plan Interest Rate. Interpublic will pay the lump sum within 90 days after your death.

You may designate one or more primary beneficiaries to receive any unpaid portion of your vested benefit after your death. You may also designate one or more contingent beneficiaries, who would receive any remaining payments if all of your primary beneficiaries die before all payments have been made. You may change your beneficiaries at any time before your death by filing a new beneficiary designation form with Interpublic’s Human Resources Department.

If you are married on the date of your death, your beneficiary will be your spouse, unless you specify a different beneficiary. You may not designate a beneficiary other than your spouse, however, without your spouse’s written consent.

In the absence of an effective beneficiary designation (or if none of your primary or contingent beneficiaries are living), the remainder of the vested portion of your benefit (if any) will be distributed, in the form set forth above, to the first of the following to survive you:

The form for making your initial beneficiary designation is attached to your Participation Agreement. You may obtain new beneficiary designation forms from Interpublic’s Human Resources Department.

The Plan has special rules that apply if your employment with Interpublic and its Subsidiaries terminates within two years after Change of Control.

The Plan’s special vesting rule applies only if:

If you meet the conditions described above, then upon your Termination of Employment, your benefit under the Plan will immediately be fully vested.

If you do not meet both of the conditions above, but (a) your employment is terminated involuntarily without Cause or (b) you resign for Good Reason, the vested portion of your benefit under the Plan will be the portion of your benefit that would have become vested if you had continued working for Interpublic, as an active participant in the Plan, through your Severance Completion Date.

After a Change of Control, the time and form in which your benefit will be paid (regardless of the reason for your Termination of Employment) will depend on when your Termination of Employment occurs, as follows:

How to Calculate the Lump Sum. If your benefit is paid in a lump sum (because your Termination of Employment occurs within two years after the Change of Control), the lump sum will equal the present value of a stream of payments determined as follows:

The interest rate for this calculation will be the Plan Interest Rate.

If Interpublic determines that you are a Top-50 Employee, payment of your vested benefit will be delayed until the earlier of (a) the first day of the seventh month that starts after your Termination of Employment or (b) the first day of the first month that starts after your death (the “Delayed Payment Date”). Any amount that was scheduled to be paid to you before the Delayed Payment Date will be paid to you on the Delayed Payment Date. (If no payments are scheduled to be made until after the Delayed Payment Date, this paragraph will not apply.)

Before a Change of Control, Interpublic must contribute to a Deferred Compensation Trust an amount equal to the then-present value of the sum of all benefits that would become payable under the Plan if Interpublic terminated all participants’ employment without Cause immediately after the Change of Control. The amount to be contributed will be determined by an Outside Auditor engaged by Interpublic at Interpublic’s expense.

For purposes of calculating the amount to be contributed to a Deferred Compensation Trust, the Outside Auditor will make the following assumptions:

It is possible that some or all of the benefit you receive after a Change of Control will be treated as an “excess parachute payment” that is subject to a 20% excise tax under Section 4999 of the Tax Code. If an Outside Auditor determines that any amount payable to you under the Plan is reasonably likely to trigger the 20% excise tax, your benefit under the Plan will be whichever of the following amounts results in a larger net benefit to you, after taxes (as determined by the Outside Auditor):

Interpublic will engage and pay the fees for the Outside Auditor to perform these calculations.

The Plan’s administrator is the MHRC. Before a Change of Control, the Plan’s administrator has complete and exclusive discretionary authority and responsibility to administer and interpret the Plan’s governing documents (including the authority to make findings of fact and to resolve ambiguities and inconsistencies in the Plan’s language, and to correct any inadvertent omissions). All decisions of the Plan’s administrator are considered to be final and controlling. Review by a court of any decision of the Plan’s administrator will be subject to the following standard of review:

The MHRC has authority to delegate any of its duties and responsibilities under the Plan as it deems appropriate. In addition, the MHRC may engage one or more persons to render advice with regard to any of its administration responsibilities. Any final decision by a delegate of the MHRC will be treated for purposes of the Plan as a decision of the MHRC.

Your Participation Agreement sets forth specific terms relating to your benefit under the Plan. Your Participation Agreement, including any amendment to your Participation Agreement, is valid only if it is executed on behalf of Interpublic by Interpublic’s Vice President, Global Compensation, or a member of the MHRC.

Although Interpublic intends to continue the Plan indefinitely, Interpublic reserves the right to amend or terminate the Plan and any Participation Agreement at any time, and from time to time, either retroactively or prospectively, without your consent. An amendment may cancel, or add additional vesting requirements for, any benefit that is not yet vested. However, unless necessitated by a change in applicable law, an amendment or termination may not —

In addition, any amendment or termination that is adopted or becomes effective during the three years following a Change of Control may not take away any of your rights, or relieve Interpublic of any of its obligations under the Plan, including those set forth in the section entitled “Change of Control,” above.

Subject to the restrictions set forth above, any amendment or termination may be adopted by resolution of

the Compensation Committee. In addition, the MHRC —

Interpublic shall require any successor to its business or its assets to assume the Plan expressly, absolutely, and unconditionally, and to administer the Plan in accordance with its terms. After a Change of Control, all references to Interpublic and its Subsidiaries shall be deemed to refer to Interpublic’s successor and its Subsidiaries.

Your benefit under the Plan is designed to be in addition to any benefits you earn under other benefit plans sponsored by Interpublic and its Subsidiaries. Except as expressly provided in another plan or in this Plan, your right to a benefit under the Plan will not affect the benefits under any other plan.

The obligation to pay your vested benefit under the Plan is a liability of Interpublic. Benefits under the Plan are not insured by the Pension Benefit Guaranty Corporation, and any assets that Interpublic or a Subsidiary sets aside to fund your vested benefit under the Plan, whether in a Deferred Compensation Trust or otherwise, will remain available to creditors of Interpublic or the Subsidiary (as the case may be) in the event of its bankruptcy or insolvency.

In general, your right to a benefit under the Plan (and the corresponding rights of your beneficiaries) may not be assigned, transferred, alienated, encumbered, or otherwise subject to lien. However, the Plan will comply with domestic relations orders that the Plan’s administrator determines are “qualified domestic relations orders” under ERISA.

Interpublic will deduct from amounts paid or due to a participant or beneficiary under the Plan all income, employment, excise and other taxes that it reasonably determines are required to be withheld by any government or government agency, including taxes on income that is currently subject to tax even though it is not currently paid or payable to you. All benefit amounts described in the Participation Agreement and Plan document are gross amounts, before reductions for withholding. You (or your beneficiaries) are responsible for satisfying any remaining tax obligations (including any tax or penalty due as a result of a failure to comply with Section 409A of the Tax Code; see “Compliance with Tax Code § 409A,” below), to the extent that amounts withheld (if any) are insufficient.

To the extent that any payment under the Plan may be made within a specified number of days on or after any date or the occurrence of any event, the date of payment shall be determined by Interpublic in its sole discretion, and not by any participant, beneficiary, or other individual.

Your benefit under the Plan is subject to Section 409A of the Tax Code, which imposes restrictions on deferred compensation arrangements like the Plan. Interpublic intends to operate, administer, and interpret the Plan in accordance with Section 409A. If the Compensation Committee or the MHRC determines in good faith that (a) any aspect of the Plan is inconsistent with the restrictions imposed by Section 409A (including guidance interpreting Section 409A) and (b) an amendment to the Plan could reduce or eliminate adverse tax consequences under Section 409A, the Compensation Committee or the MHRC may amend the Plan (including your Participation Agreement) without your consent to the extent that it determines, based on the advice of counsel, the amendment is necessary to reduce or eliminate such adverse tax consequences.

After you terminate employment with Interpublic and its Subsidiaries, you will receive periodic correspondence related to your benefit (if any) under the Plan. It is your responsibility to notify Interpublic’s Human Resources Department of any changes in your mailing address or in the mailing address of any of your beneficiaries (or contingent beneficiaries). Failure to update your address could delay payment of your vested benefit.

If an overpayment of benefits is made under the Plan, you will be required to return the overpaid amount, and Interpublic may pursue any legal or equitable avenue to effectuate recovery.

If any individual entitled to a payment under the Plan is a minor, or is physically or mentally unable to care for his or her affairs, and another person or institution is maintaining custody over the individual entitled to receive the payment, payments under the Plan may be made, for the benefit of the individual entitled to payment, to the custodial person or institution, as applicable. If a court has appointed a guardian or representative of the individual entitled to payment, payment will be made to the guardian or representative. Any such payment will discharge the Plan’s liability, as if the payment were made to the individual entitled to payment.

Nothing in the Plan gives you the right to continue in the employment or service of Interpublic or its Subsidiaries, or to receive annual compensation in any particular amount. Conversely, nothing in the Plan gives Interpublic or any Subsidiary the right to require you to remain in its employ.

Except as and to the extent otherwise provided by applicable law, no liability will attach to or be incurred by the shareholders, directors, officers, or employees of Interpublic and its Subsidiaries under or by reason of any of the terms and conditions of the Plan.

The titles and headings of sections of the Plan are for convenience of reference only. In the event of any conflict, the text of the Plan, rather than the titles or headings, will control.

If any provision of the Plan is held illegal or invalid for any reason, other provisions will be unaffected. The Plan will be construed as if any illegal or invalid provision were never inserted.

Your individual Participation Agreement may contain provisions that conflict with or are otherwise inconsistent with the terms set forth in this plan document. If so, the terms of your Participation Agreement will control. For the avoidance of doubt, however, this plan document applies to the extent that any issue is not addressed in your Participation Agreement: silence in your Participation Agreement will not be construed as a conflict or inconsistency.

This pamphlet and your Participation Agreement are a complete statement of your rights under the Plan. Any question regarding your rights under the Plan must be resolved by applying the terms of the Plan document and your Participation Agreement. External evidence of intent or meaning will not be relevant.

The Plan has specific procedures for making a claim for benefits. You must exhaust this claim and appeal process before you can file a lawsuit in court. The claim and appeal process has two levels: (1) the initial claim and (2) review on appeal. They operate as follows:

IPG Management Human Resources Committee

1114 Avenue of the Americas, 19^th Floor

New York, NY 10036

Attn: Executive Vice President, Chief Strategy and Talent Officer

and

Release of Claims. By signing this Agreement and Release, Employee, on behalf of him/herself and his/her current, former, and future heirs, executors, administrators, attorneys, agents and assigns, hereby fully and without limitation releases, covenants not to sue, and forever discharges Employer, The Interpublic Group of Companies, Inc. (“Interpublic”), and their respective parents, subsidiaries, and affiliates, officers, directors, employees, shareholders, members, agents, attorneys, trustees, fiduciaries, representatives, benefit plans and plan administrators, successors and/or assigns, and all persons or entities acting by, through, under, or in concert with any or all of them (collectively, the “Releasees”) from all rights, claims, actions and causes of action, whether in law or equity, suits, damages, losses, attorneys’ fees, costs, and expenses, of whatever nature whatsoever that Employee now has or has ever had, whether known or unknown or based on facts now known or unknown, fixed or contingent, suspected or unsuspected, against the Releasees, occurring from the beginning of time up to and including the date that Employee executes this Agreement and Release that arise out of, or are in any way related to Employee’s employment by Employer or the termination of Employee’s employment with Employer.

Without limiting the foregoing, Employee understands and agrees that the foregoing release provisions include, without limitation:

[if Employer is located in California: Section 1542 of the Civil Code of California provides:

A general release does not extend to claims, which the creditor does not

know or suspect to exist in his/her favor at the time of executing the release, which if known by him/her must have materially affected his settlement with the debtor.

Employee acknowledges that the above release covers all claims described in this Paragraph, whether such claims are known or unknown and suspected or unsuspected. Employee further acknowledges that he/she understands the significance and consequences of this release and of this specific waiver of Section 1542 of the Civil Code of California.]

This Agreement and Release shall be binding upon and inure to the benefit of Employee and the Releasees and any other individual or entity who may claim any interest in the matter through Employee. Employee also acknowledges that he/she has not assigned any of his/her rights to make the aforementioned claims or demands. Employee also acknowledges and represents that he/she has not filed nor will he/she file any lawsuits based on claims or demands that he/she has released herein.