EX-10.III.A.2: LETTER AGREEMENT

Exhibit 10(iii)(A)(2)

 

MICHAEL R. MARRA

Senior Counsel

Tel. 212 ###-###-####

Fax: 212 ###-###-####

***@***

 

March 15, 2006

 

By Hand Delivery

 

Mr. Steve Gatfield

The Interpublic Group of Companies, Inc.

1114 Avenue of the Americas

New York, NY 10036

 

Re:  Senior Executive Retirement Income Plan Participation Agreement

 

Dear Mr. Gatfield:

 

This letter confirms that, in the event you separate from employment with Interpublic for reasons other than a voluntary resignation or for “Cause” (as defined in your Employment Agreement, which was recently modified by a Supplemental Agreement) prior to April 15, 2009, then the restrictive covenant provisions of your Senior Executive Retirement Income Plan (SERIP) Participation Agreement (the “SERIP Agreement”) (contained in Section 3 of that Agreement) shall be modified so as to not conflict, in any way, with the restrictions as written in Section 7.06 of your Employment Agreement.

 

Sincerely,

 

/s/  Michael R. Marra

Michael R. Marra

Accepted and Agreed:

 

/s/  Steve Gatfield

Steve Gatfield

 

cc:  Timothy Sompolski

     Marjorie Hoey, Esq.