Letter Agreement Modifying SERIP Participation Agreement for Steve Gatfield – The Interpublic Group of Companies, Inc.

Summary

This letter agreement between The Interpublic Group of Companies, Inc. and Steve Gatfield confirms that if Mr. Gatfield leaves the company for reasons other than voluntary resignation or for cause before April 15, 2009, the restrictive covenants in his Senior Executive Retirement Income Plan (SERIP) Participation Agreement will be modified to align with the restrictions in his Employment Agreement. The agreement ensures there is no conflict between the two documents regarding post-employment restrictions.

EX-10.III.A.2 2 y21016exv10wiiiwaw2.htm EX-10.III.A.2: LETTER AGREEMENT exv10wiiiwaw2

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.