ERISA EXCESS BENEFIT AGREEMENT
This AGREEMENT made and executed as of this 1st day of
January, 1995, by and between The Interpublic Group of Companies,
Inc., a corporation organized and existing under the laws of the
State of Delaware (hereinafter referred to as the "Employer"),
and Robert L. James (hereinafter referred to as the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive is a participant in the Interpublic
Retirement Account Plan (hereinafter referred to as the "Plan");
WHEREAS, the Plan is a tax-qualified defined benefit plan
and is therefore subject to the limits imposed by sections 415
and 401(a)(17) of the Internal Revenue Code of 1986, as amended
("IRC"), with respect to the amount of benefits that the Plan may
provide and the amount of annual compensation that the Plan may
take into account when calculating benefits (hereinafter referred
to as the "Limits");
WHEREAS, the Employer wishes to continue to provide, under
the conditions specified below, the Executive with certain
benefits that the Limits prevent the Plan from providing; and
WHEREAS, the Executive has indicated his willingness to
serve as a key employee of the Employer,
NOW, THEREFORE, in consideration of the mutual promises and
covenants as hereinafter set forth, the parties hereto agree as
follows:
1. If the Executive retires from the Employer on a date
("Retirement Date") on which the Executive is entitled to receive
a Retirement Benefit under the Plan (other than a Vested
Retirement Benefit as defined in Section 5.5 of the Plan), the
Employer shall pay to the Executive an amount equal to the excess
(if any) of:
(a) the amount that would be paid to the Executive as of the
Retirement Date pursuant to the Plan, if
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(I) the Executive retired from the Employer on the
Retirement Date,
(ii) the Maximum Benefit Limits (set forth in IRC Section
415) did not apply to the Plan,
(iii) the Annual Compensation Limits (set forth in IRC
Section 401(a)(17)) did not apply to the Plan after
January 1, 1992, and
(iv) the Executive's Retirement Benefit was calculated
solely on the basis of the Executive's base salary and
awards (if any) made to the Executive under the
Employer's Management Incentive Compensation Plan
("MICP") after January 1, 1992 (determined without
regard to any arrangement for the deferral of such base
salary or MICP awards); over
(b) the amount of benefits actually payable pursuant to the
Plan with the Limits taken into account.
2. Said benefit shall equal $210,637 and be payable in
monthly installments of $17.553.08 under the single life annuity
form of payment as of January 1, 1995.
3. For purpose of Sections 1 through 3 hereof, the term
"Employer" shall include any entity that is considered together
with the Interpublic Group of Companies, Inc., as a single
employer pursuant to Section 414(b) or (c) of the Internal
Revenue Code of 1986, as amended from time to time (except that
the phrase ("50 percent or more" shall be substituted for the
phrase "at least 80 percent" wherever the latter phrase appears
in Section 1563 (a) (1) of said Code).
4. (a) Amounts payable by the Employer to the Executive
pursuant to this Agreement shall be paid in the form of a monthly
annuity to the Executive or the Beneficiary and shall be paid
simultaneously with amounts paid to the Executive or the
Beneficiary pursuant to the Plan; provided that the Employer
shall not make a lump-sum payment of amounts due hereunder.
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If the Executive or the Beneficiary does not receive a benefit
under the Plan in the form of an annuity (because, for example,
the benefit is paid in a lump sum), the amounts payable by the
Employer hereunder shall be paid in the form of an immediate
annuity irrevocably designated by the Executive (or by the
Beneficiary if such amounts first become payable hereunder by
reason of the Executive's death) from among the annuity payment
options available under the Plan on the Retirement Date. The
Employer will provide the Executive (or where applicable, the
Beneficiary) with a description of payment options available and
a payment selection form, which shall be completed and submitted
to Employer no more than 90 days, and no less than 30 days,
before the Retirement Date.
(b) Amounts payable by the Employer to the Executive
pursuant to this Agreement may be reduced in accordance with the
following:
(I) to take into account any increase in the Limits which
may be enacted pursuant to the IRC or other regulation, from
time to time, and
(ii) by the amount of any compensation received by the
Executive from the Employer (or any of its affiliates or
subsidiaries) at any time subsequent to the Retirement Date
pursuant to a consulting arrangement which the Executive may
enter into with the Employer.
5. This Agreement is an unfunded deferred compensation
agreement between the Employer and the Executive. The obligation
of the Employer to make payments to the Executive under this
Agreement is a contractual obligation only. The Employer (or its
assignee) may, but need not, establish a fund to be used to meet
the Employer's obligations under this Agreement, or may obtain
and own an insurance policy on the life of the Executive in
connection with its obligations under this Agreement. In the
latter case, and upon request of the Employer, Executive agrees
to satisfactory completion of a physical examination in
connection with such insurance policy. The assets of any such
fund, if a fund is created, will at all times be subject to the
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claims of the general creditors of the Employer. Nothing in this
Agreement shall limit the Employer's actions in dealing with any
such fund or any other assets that are owned or become the
property of the Employer. The Executive's rights under this
Agreement are solely the rights of a general and unsecured
creditor of the Employer.
6. No payment to be made under this Agreement shall be
subject in any manner to anticipation, alienation, sale,
transfer, assignment, breach, encumbrance, levy, or charge. Any
attempt so to anticipate, alienate, sell, transfer, assign,
breach, encumber, levy, or charge the same shall be void; nor
shall any such payment be in any manner liable for or subject to
the debts, contracts, liabilities, engagements, or torts of the
Executive, his Beneficiary, or his personal representative(s).
7. There shall be deducted from all amounts paid under
this Agreement any taxes that the Employer reasonably determines
are required to be withheld by any government or government
agency. The Executive, his Beneficiary, or his personal
representative(s) shall bear any and all taxes imposed on amounts
paid under this Agreement irrespective of whether withholding is
required.
8. This agreement shall not be construed as a guarantee of
continued employment by the Employer or one of its subsidiaries,
nor shall any provision or condition of this Agreement waive the
Employer's right to terminate the Executive's employment.
9. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if hand-
delivered or sent by registered or certified mail, in the case of
the Employer, to Senior Vice President, Human Resources, The
Interpublic Group of Companies, Inc., 1271 Avenue of the
Americas, New York, New York 10020; and in the case of the
Executive to___________________________________________. A party
may designate, by written notice to the other party, an address
other than the foregoing for receipt of notices hereunder.
10. This Agreement shall be governed by and construed under
federal law and under the laws of the State of New York to the
extent they are not preempted by federal law.
11. The waiver by the Executive or by the Employer of a
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach of this Agreement.
12. This Agreement shall inure to the benefit of, and be
binding on, the parties hereto and their beneficiaries,
distributees, heirs, personal representatives, and other
successors in interest, including, without limitations, any
corporation or corporations acquiring directly or indirectly all
or substantially all of the assets of the Employer whether by
merger, consolidation, sale or otherwise.
13. The rights and liabilities of the Employer and the
Executive under this Agreement shall be governed exclusively by
the terms of this Agreement, as amended from time to time.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first hereinabove set forth.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By C. KENT KROEBER
ROBERT L. JAMES
Robert L. James