AMENDMENT NO. 4 TO
                 THE LOAN AGREEMENT BETWEEN THE
            INTERPUBLIC GROUP OF COMPANIES, INC. AND
                         NBD BANK, N.A.


     AMENDMENT No. 4, dated as of August 15, 1994 to the Term
Loan Agreement dated March 14, 1991, as amended on December 21,
1992, April 30, 1993 and October 5, 1993 (the "Agreement")
between The Interpublic Group of Companies, Inc. (the "Company")
and NBD Bank, N.A. (The "Bank").

     Section 1.   AMENDMENTS.

     A.   The definition of "Cash Flow" set forth in Section 1.1
of the Agreement is hereby amended to read in its entirety as
follows:

          "Cash flow" shall mean the sum of net income (plus any
amount by which net income has been reduced by reason of the
recognition of post-retirement and post-employment benefit costs
prior to the period in which such benefits are paid),
depreciation expenses, amortization costs and changes in deferred
taxes.

     B.   The definition of "Consolidated Net Worth" set forth in
Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:

          "Consolidated Net Worth" means at any date the
     consolidated stockholders' equity of the Company and its
     Consolidated Subsidiaries as such appear on the financial
     statements of the Company determined in accordance with
     generally accepted accounting principles (plus any amount by
     which retained earnings has been reduced by reason of the
     recognition of post-retirement and post-employment benefit
     costs prior to the period in which such benefits are paid
     and without taking into account the effect of cumulative
     currency translation adjustments).

     C.  Section 5.1 (a)(ii) of the Agreement is hereby amended
to read in its entirety as follows:

          "(ii) as soon as available and in any event within 50
days after the end of each of the first three quarters of each
fiscal year of the Company, a consolidated balance sheet of the
Company and its Consolidated Subsidiaries as at the end of such
quarter and the related consolidated statements of income and
retained earnings and statement of cash flows of the Company and
its Consolidated Subsidiaries for such quarter and for the
portion of the Company's fiscal year ended at the end of such
quarter setting forth in each case in comparative form the
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figures for the corresponding quarter and the corresponding
portion of the Company's previous fiscal year, all certified
(subject to normal year-end adjustments) as to fairness of
presentation, generally accepted accounting principles and
consistency (except to the extent of any change described therein
and permitted by generally accepted accounting principles) by the
chief financial officer or the chief accounting officer of the
Company."

     D.  Section 6.1 (e) of the Agreement is hereby amended by
deleting the figure "$5,000,000" on the third line therein and
substituting for such figure the figure "$10,000,000".

     Section 2.   MISCELLANEOUS.  Except as specifically amended
above, the Agreement shall remain in full force and effect.

     Section 3.   GOVERNING LAW.  This Agreement shall be
governed by, and construed in accordance with, the law of the
State of New York.

     Section 4.   COUNTERPARTS.  This Amendment may be signed in
any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were
upon the same instrument.

     IN WITNESS WHEREOF this Amendment has been executed by the
parties hereto and is intended to be and hereby delivered on the
date first above written:


                                   THE INTERPUBLIC GROUP OF
                                   COMPANIES, INC.

                                   By: ALAN M. FORSTER
                                       ALAN M. FORSTER
                                       Vice President & Treasurer


                                   NBD BANK, N.A.


                                   By: CAROLYN J. PARKS
                                       CAROLYN J. PARKS
                                       Vice President