INTERPUBLIC OUTSIDE DIRECTORS' PENSION PLAN
WHEREAS, The Interpublic Group of Companies, Inc. (the
"Corporation") wishes to adopt an outside directors pension plan
(the "Plan")
NOW, THEREFORE, the Plan is hereby adopted as of June
1, 1994, to read as follows:
ARTICLE I
INTRODUCTION
1.1. Name of Plan. The name of the outside
directors pension plan is the "Interpublic Outside Directors'
Pension Plan.
1.2. Purpose of Plan. The purpose of the Plan is
to provide Retirement Benefits to outside directors of the
Corporation.
1.3. Effective Date. The effective date of the
Plan is June 1, 1994.
ARTICLE II
DEFINITIONS
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When used in capitalized form in this Plan, the
following terms shall have the following meanings, unless the
context clearly indicates otherwise:
Annual Retainer. "Annual Retainer" shall mean the
annual retainer paid to Outside Directors in the year in which an
Outside Director ceases to be such.
Corporation. "Corporation" means The Interpublic Group
of Companies, Inc. and any successor or assign.
Outside Directors. "Outside Directors" means members
of the Board of Directors of the Corporation who are not
employees of the Corporation or any of its subsidiaries.
Plan. "Plan" means the Interpublic Outside
Directors' Pension Plan, as amended from time to time.
Present Value. "Present Value" is the value of future
Retirement Benefits discounted at the market interest rate deemed
appropriate by the Corporation's Chief Financial Officer.
Retirement Benefits. "Retirement Benefits" shall mean
sums payable to former Outside Directors, their Spouses or
Estates pursuant to the Plan.
Spouse. "Spouse" means the spouse at the date of death
of a married Outside Director or former Outside Director. To the
extent required by a Qualified Domestic Relations Order, the
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former spouse of an Outside Director or former Outside Director
shall be regarded as his or her Spouse. If as a result of the
preceding sentence, an Outside Director or former Outside
Director is treated as having more than one Spouse, the amount of
Retirement Benefits payable under the Plan shall not exceed the
amount of benefits that would be payable if he or she had had
only one Spouse.
Years of Service. "Years of Service" means periods of
one year commencing on the date as of which an Outside Director
became such and ending one year later, and successive one year
periods. A partial Year of Service following five Years of
Service shall be deemed to constitute a complete Year of Service.
For purposes of Article V hereof an Outside Director may be
credited with a maximum of 15 Years of Service.
ARTICLE III
PARTICIPATION
3.1. Condition. An Outside Director shall be
eligible to participate on the first day on which he or she
becomes an Outside Director.
3.2. Duration. Once an Outside Director becomes
eligible to participate, he or she shall continue to do so until
the date on which he or she ceases to be an Outside Director.
3.3. Reinstatement of Eligibility. A former
Outside Director who becomes an Outside Director again shall have
his or her eligibility to participate reinstated on the first day
on which he or she again becomes an Outside Director.
ARTICLE IV
VESTING
4.1. Years of Service. An Outside Director's
right to a Retirement Benefit shall be vested after five Years of
Service. An Outside Director who has less than five Years of
Service shall not be entitled to a Retirement Benefit.
ARTICLE V
RETIREMENT BENEFITS
5.1. Amount of Retirement Benefit. An Outside
Director who has a vested right to receive a Retirement Benefit
shall receive an amount equal to the product of his or her Years
of Service and the Annual Retainer. The Retirement Benefit
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payable to an Outside Director in the year in which he or she
ceased to be an Outside Director shall be reduced by the Annual
Retainer already paid in respect of that year.
5.2. Payment of Retirement Benefit. Retirement
Benefits shall be paid annually.
5.3. Duration of Retirement Benefit. The
Retirement Benefit shall be paid for the same number of years as
an Outside Director's Years of Service.
5.4. Commencement of Payment of Retirement
Benefits. The Retirement Benefit with respect to the year in
which an Outside Director ceases to be such shall be paid in the
month following the month in which the Outside Director ceases to
be such; provided, however, that if an Outside Director ceases to
be such prior to his or her attaining age 65, the Retirement
Benefit will not commence being paid until the month following
the month in which the former Outside Director becomes age 65.
Subsequent annual payments of Retirement Benefits shall
be made in the month of January.
5.5. Survivorship Benefits. If a recipient of
Retirement Benefits dies prior to receiving any or all of the
Retirement Benefits to which he or she is entitled, any unpaid
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benefits shall be paid to the recipient's Spouse. If the
recipient's Spouse is not living, any unpaid Retirement Benefits
shall be paid to the recipient's Estate. Such payment to Spouse
or Estate shall be in a lump sum equal to its then Present Value.
ARTICLE VI
GENERAL PROVISIONS
6.1. Nature of Corporation's Obligations. The
Corporation shall not be required to reserve or set aside funds
to meet its obligations under this Plan.
6.2. Administration. Other than as set forth in
the definition of Present Value contained in Article II hereof,
the Plan shall be administered by the Chief Human Resources
Officer of the Corporation.
6.3. Successors and Assigns. The terms and
conditions of the Plan shall be binding upon the successors and
assigns of the Corporation. No present or former Outside
Director or Spouse of such Outside Director may assign any rights
under the Plan and any such purported assignment shall be void.
6.4. Amendment and Termination. The Corporation,
by action of its Board of Directors, may amend or terminate the
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Plan except that such action shall not affect any Retirement
Benefits that have vested as of the date of such amendment or
termination.
6.5. Governing Law. The Plan shall be construed,
administered and regulated in accordance with the laws of the
State of New York.