0000903423-05-000273 Sample Contracts

ELLEN JOHNSON Senior Vice President & Treasurer Tel: (212) 704-1222 Fax: (212) 704-2229 ejohnson@interpublic.com
Interpublic Group of Companies, Inc. • April 5th, 2005 • Services-advertising agencies • New York

To the banks, financial institutions and other institutional lenders (collectively, the "Lenders") parties to the Credit Agreement referred to below and to Citibank, N.A., as agent (the "Agent") for the Lenders

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AMENDMENT NO. 2 TO THE 3-YEAR CREDIT AGREEMENT
Credit Agreement • April 5th, 2005 • Interpublic Group of Companies, Inc. • Services-advertising agencies • New York

AMENDMENT NO. 2 TO THE 3-YEAR CREDIT AGREEMENT (this "Amendment"), dated as of March 31, 2005 among The Interpublic Group of Companies, Inc., a Delaware corporation (the "Company"), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the "Lenders") and Citibank, N.A., as agent (the "Agent") for the Lenders.

ELLEN JOHNSON Senior Vice President & Treasurer Tel: (212) 704-1222 Fax: (212) 704-2229 ejohnson@interpublic.com
Interpublic Group of Companies, Inc. • April 5th, 2005 • Services-advertising agencies • New York

To the banks, financial institutions and other institutional lenders (collectively, the "Lenders") parties to the Credit Agreement referred to below and to Citibank, N.A., as agent (the "Agent") for the Lenders

AMENDMENT NO. 2 TO THE 364-DAY CREDIT AGREEMENT
Day Credit Agreement • April 5th, 2005 • Interpublic Group of Companies, Inc. • Services-advertising agencies • New York

AMENDMENT NO. 2 TO THE 364-DAY CREDIT AGREEMENT (this "Amendment"), dated as of March 31, 2005 among The Interpublic Group of Companies, Inc., a Delaware corporation (the "Company"), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the "Lenders") and Citibank, N.A., as agent (the "Agent") for the Lenders.

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