Exhibit 1.1

                                                                  EXECUTION COPY


                    The Interpublic Group of Companies, Inc.

                             22,398,400 Common Stock

                             Underwriting Agreement

                                                              New York, New York
                                                               December 16, 2003

UBS Securities LLC
Citigroup Global Markets Inc.
J. P. Morgan Securities Inc.
As Representatives of the Underwriters
c/o UBS Securities LLC
299 Park Avenue
New York, New York  10171-0026

Ladies and Gentlemen:

          The Interpublic Group of Companies, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the several underwriters named in
Schedule I hereto (the "Underwriters"), for whom you (the "Representatives") are
acting as representatives, an aggregate of 22,398,400 shares (the "Firm
Securities") of common stock, $0.10 par value per share (the "Common Stock"), of
the Company. The Company also proposes to grant to the Underwriters an option to
purchase up to 3,359,760 shares of Common Stock to cover over-allotments, if any
(the "Option Securities" and, together with the Firm Securities, the
"Securities"). To the extent there are no additional parties listed on Schedule
I other than you, the term Representatives as used herein shall mean you as the
Underwriters, and the terms Representatives and Underwriters shall mean either
the singular or plural as the context requires. The use of the neuter in this
Agreement shall include the feminine and masculine wherever appropriate. Certain
terms used herein are defined in Section 16 hereof.

          The Company has prepared and filed with the Commission a registration
statement on Form S-3 (File No. 333-109384), including a base prospectus, for
the registration of certain securities of the Company under the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder
(collectively, the "Act"), and the offering thereof from time to time in
accordance with Rule 415 of the Act (as amended and including the exhibits and
schedules thereto and all documents incorporated by reference therein pursuant
to Item 12 of Form S-3 at the time such registration statement was first
declared effective by the Commission, the "Registration Statement"). From and
after the date and time a registration statement is filed by the Company
pursuant to Rule 462(b) under the Act (the "Rule 462(b) Registration
Statement"), if one is so filed, in connection with the offering of the
Securities, the term "Registration Statement" shall include the Rule 462(b)
Registration Statement. The Registration Statement (and each post-effective
amendments thereto that may be required prior to Execution Time) has been
declared effective by the Commission.

          In connection with the sale of the Securities, the Company has
prepared, and filed with the Commission pursuant to Rule 424(b) under the Act, a
preliminary prospectus supplement for use by the Underwriters prior to the
Execution Time, which omitted information to be included upon pricing of the
Securities (such preliminary prospectus supplement, together with the base
prospectus included in the Registration Statement and including all documents
incorporated by reference therein pursuant to Item 12 of Form S-3 prior to the
execution of this Agreement, the "Preliminary Prospectus"). The Company agrees
to prepare and promptly file with the Commission a final prospectus supplement
that includes pricing information for the Securities (such final prospectus
supplement, together with the base prospectus included in the Registration
Statement and including all documents incorporated by reference therein pursuant
to Item 12 of Form S-3, in the form first furnished to the Underwriters by the
Company for use in connection with the offering of the Securities, the
"Prospectus").

          All references in this Agreement to the Registration Statement, the
Rule 462(b) Registration Statement, the Prospectus or the Preliminary
Prospectus, or any amendments or supplements to any of the foregoing, shall
include any copy thereof filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval System ("EDGAR").

          All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" (and all
other references of like import) in the Registration Statement, the Prospectus
or the Preliminary Prospectus shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed
to be incorporated by reference in the Registration Statement, the Prospectus or
the Preliminary Prospectus, as the case may be; and all references in this
Agreement to amendments or supplements to the Registration Statement, the
Prospectus or the Preliminary Prospectus shall be deemed to mean and include the
filing of any document under the Exchange Act which is or is deemed to be
incorporated by reference in the Registration Statement, the Prospectus or the
Preliminary Prospectus, as the case may be.

          1. Representations and Warranties. The Company represents and warrants
to each Underwriter as set forth below in this Section 1.

               (a) The Registration Statement has been declared effective under
          the Act; to the best knowledge of the Company, no stop order of the
          Commission preventing or suspending the use of any Preliminary
          Prospectus or the Prospectus or the effectiveness of the Registration
          Statement has been issued and no proceedings for such purpose have
          been instituted or, to the Company's knowledge, are contemplated by
          the Commission; the Registration Statement complied when it became
          effective and complies in all material respects with the requirements
          of the Act; the Company meets the requirements for use of Form S-3
          under the Act and the conditions for the use of Form S-3 have been
          satisfied; the Registration Statement did not when it became
          effective, as of the date hereof and as of the Closing Date (as
          defined in Section 3), does not and will not contain an untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or necessary to make the statements therein not
          misleading, except that the representations and warranties set forth
          in this paragraph do not apply to statements or omissions in the
          Registration Statement or the Prospectus made in reliance upon and in
          conformity with information relating to any Underwriter furnished to
          the Company in writing by such Underwriter through the Representatives
          expressly for use therein; and the Company has not distributed and
          will not distribute any offering material in connection with the
          offering or sale of the Securities other than the Registration
          Statement, a Preliminary Prospectus and the Prospectus.

               (b) (i) Each document, if any, filed or to be filed pursuant to
          the Exchange Act and incorporated by reference in either the
          Preliminary Prospectus or the Prospectus complied or will comply when
          so filed in all material respects with the Exchange Act and the
          applicable rules and regulations of the Commission thereunder and (ii)
          each Preliminary Prospectus does not contain, and the Prospectus, in
          the form used by the Underwriters to confirm sales, does not and, on
          the Closing Date and on the Settlement Date (as defined in Section 2),
          will not (and any amendment or supplement thereto, at the date
          thereof, at the Closing Date and, as applicable, the Settlement Date,
          will not) contain any untrue statement of a material fact or omit to
          state a material fact necessary to make the statements therein, in the
          light of the circumstances under which they were made, not misleading.
          Each Preliminary Prospectus and the Prospectus complied, at the time
          of filing thereof, complies and will comply, at the Closing Date and,
          as applicable, the Settlement Date, in all material respects with the
          requirements of the Act. All statutes, regulations, contracts or other
          documents that are required to be described in the Registration
          Statement or the Prospectus or to be filed as exhibits to the
          Registration Statement have been so described or filed.

               (c) The Company has been duly incorporated, is validly existing
          as a corporation in good standing under the laws of the jurisdiction
          of its incorporation, has the corporate power and authority to own or
          lease its property and to conduct its business as described in the
          Registration Statement, each Preliminary Prospectus and the Prospectus
          and is duly qualified to transact business and is in good standing in
          each jurisdiction in which the conduct of its business or its
          ownership or leasing of property requires such qualification, except
          to the extent that the failure to be so qualified or be in good
          standing would not have a material adverse effect on the Company and
          its subsidiaries, taken as a whole.

               (d) Each subsidiary of the Company has been duly incorporated or
          formed, is validly existing as a corporation, limited liability
          company or similar entity in good standing under the laws of the
          jurisdiction of its incorporation or formation, has the corporate
          power and authority to own or lease its property and to conduct its
          business as described in the Registration Statement, each Preliminary
          Prospectus and the Prospectus and is duly qualified to transact
          business and is in good standing in each jurisdiction in which the
          conduct of its business or its ownership or leasing of property
          requires such qualification, except to the extent that the failure to
          be so qualified or be in good standing would not have a material
          adverse effect on the Company and its subsidiaries, taken as a whole;
          all of the issued shares of capital stock, membership interests or
          other equity interests of each subsidiary of the Company have been
          duly and validly authorized and issued, are fully paid and
          non-assessable and are owned directly or indirectly by the Company,
          free and clear of all liens, encumbrances, equities or claims, except
          to the extent that the failure to be so authorized, issued and fully
          paid and non-assessable and so owned would not have a material adverse
          effect on the Company and its subsidiaries, taken as a whole.

               (e) This Agreement has been duly authorized, executed and
          delivered by the Company.

               (f) The Securities have been duly authorized and, when issued and
          delivered to and paid for by the Underwriters in accordance with the
          terms of this Agreement, will be validly issued, fully paid and
          non-assessable and free of statutory and contractual preemptive rights
          and similar rights and will conform to the description thereof
          contained in the Prospectus; the certificates for the Securities are
          in due and proper form and the holders of the Securities will not be
          subject to personal liability by reason of being such holders.

               (g) The Company's authorized and outstanding capitalization is as
          set forth in the Registration Statement and the Prospectus, and the
          capital stock of the Company conforms in all material respects to the
          description thereof contained in the Registration Statement and the
          Prospectus; the outstanding shares of Common Stock have been duly and
          validly authorized and issued and are fully paid and non-assessable;
          the holders of the outstanding shares of capital stock of the Company
          are not entitled to any preemptive or other rights to subscribe for
          the Securities; and, except as set forth in the Prospectus, no
          options, warrants or other rights to purchase, agreements or other
          obligations to issue, or rights to convert any obligations into or
          exchange any securities for, shares of capital stock of or ownership
          interests in the Company are outstanding.

               (h) Except as set forth in the Registration Statement and the
          Prospectus, no person has the right, contractual or otherwise, to
          cause the Company to register under the Act any shares of capital
          stock or other equity interests of the Company, or to include any such
          shares or interests in the Registration Statement or the offering
          contemplated thereby.

               (i) The execution and delivery by the Company of, and the
          performance by the Company of its obligations under, this Agreement,
          and the consummation of the transactions or actions contemplated by
          the Registration Statement and the Prospectus will not contravene (i)
          any provision of applicable law, (ii) the Restated Certificate of
          Incorporation or By-Laws of the Company, (iii) any agreement or other
          instrument binding upon the Company or any of its subsidiaries that is
          material to the Company and its subsidiaries, taken as a whole
          (including, without limitation, the Credit Agreements, as amended as
          of the Closing Date), or (iv) any judgment, order or decree of any
          governmental body, agency or court having jurisdiction over the
          Company or any subsidiary (except, in the case of clauses (i) and
          (iii) above, for such contraventions that would not have a material
          adverse effect on the Company and its subsidiaries taken as a whole),
          and no consent, approval, authorization or order of, or qualification
          with, any governmental body or agency is required for the performance
          by the Company of its obligations under this Agreement, and the
          consummation of the transactions or actions contemplated by the
          Registration Statement and the Prospectus, except such as may be
          required by the securities or Blue Sky laws of the various states in
          connection with the offer and sale of the Securities or which has
          already been obtained, taken or made.

               (j) There has not occurred any material adverse change, or any
          development involving a prospective material adverse change, in the
          condition, financial or otherwise, or in the earnings, business or
          operations of the Company and its subsidiaries, taken as a whole, from
          that set forth in the Prospectus (exclusive of any amendments or
          supplements thereto filed subsequent to the date of this Agreement).

               (k) There are no legal or governmental proceedings pending or, to
          the knowledge of the Company, threatened to which the Company or any
          of its subsidiaries is a party or to which any of the properties of
          the Company or any of its subsidiaries is subject that are required to
          be described in the Registration Statement, each Preliminary
          Prospectus or the Prospectus and that are not so described or any
          statutes, regulations, contracts or other documents that are required
          to be described in the Registration Statement, each Preliminary
          Prospectus or the Prospectus or to be incorporated by reference as
          exhibits to either the Registration Statement or the Prospectus that
          are not described or incorporated as required; the statements included
          or incorporated by reference in the Registration Statement, each
          Preliminary Prospectus and the Prospectus relating to the
          investigation of the Company by the Commission do not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make such statements, in the light of the circumstances
          in which they were made, not misleading.

               (l) The Company is not, and after giving effect to the offering
          and sale of the Securities and the application of the proceeds thereof
          as described in the Prospectus, will not be an "investment company" as
          such term is defined in the Investment Company Act of 1940, as
          amended.

               (m) Neither the Company, nor to the Company's knowledge, any of
          its affiliates, directly or indirectly, has taken or may take any
          action designed, or which has constituted or might reasonably be
          expected to cause or result in, under the Exchange Act or otherwise,
          the stabilization or manipulation of the price of any security of the
          Company to facilitate the sale or resale of the Securities.

               (n) PricewaterhouseCoopers LLP, who certified the financial
          statements and any supporting schedules thereto included or
          incorporated by reference in the Registration Statement and the
          Prospectus, are independent public accountants with respect to the
          Company within the meaning of the Act and the applicable published
          rules and regulations thereunder. Arthur Andersen LLP, who certified
          the consolidated financial statements of True North Communications
          Inc. for the three years ended December 31, 2000, were, at the times
          when such financial statements were prepared and certified and when
          the most recent consent with respect to such financial statements was
          filed with the Commission, independent public accountants within the
          meaning of the Act.

               (o) The consolidated financial statements and schedules of the
          Company and its consolidated subsidiaries included or incorporated by
          reference in the Registration Statement and the Prospectus present
          fairly the financial condition, results of operations and cash flows
          of the Company as of the dates and for the periods indicated, comply
          as to form with the applicable accounting requirements of Regulation
          S-X and have been prepared in conformity with generally accepted
          accounting principles applied on a consistent basis throughout the
          periods involved (except as otherwise noted therein); the selected
          financial data incorporated by reference in the Registration Statement
          and the Prospectus fairly present, on the basis stated therein, the
          information included therein.

               (p) Except as set forth or contemplated in the Prospectus, the
          Company and each of its subsidiaries maintain a system of internal
          accounting controls sufficient to provide reasonable assurance that,
          on a consolidated basis, (i) transactions are executed in accordance
          with management's general or specific authorizations; (ii)
          transactions are recorded as necessary to permit preparation of
          financial statements in conformity with generally accepted accounting
          principles and to maintain asset accountability; (iii) access to
          assets is permitted only in accordance with management's general or
          specific authorization; and (iv) the recorded accountability for
          assets is compared with the existing assets at reasonable intervals
          and appropriate action is taken with respect to any differences; the
          disclosure controls and procedures (as such term is defined in Rule
          13a-14 and 15d-14 under the Exchange Act) of the Company and its
          consolidated subsidiaries provide reasonable assurance that material
          information relating to the Company and its consolidated subsidiaries
          is made known to the Company's principal executive and financial
          officers and, based on an evaluation conducted not earlier than
          September 30, 2003, except as set forth in the Registration Statement,
          each Preliminary Prospectus and the Prospectus, there are no
          significant deficiencies or weaknesses in such internal controls that
          could adversely affect the Company's ability to record, process,
          summarize and report financial data and other information required to
          be disclosed in the reports filed or furnished by the Company pursuant
          to the Exchange Act.

               (q) Except as disclosed in the Prospectus, the Company does not
          intend to use any of the proceeds from the sale of the Securities
          hereunder to repay any outstanding debt owed to any affiliate of any
          Underwriter.

               (r) Since July 30, 2002, the Company has not, directly or
          indirectly (through any subsidiary or otherwise), extended or
          maintained credit, or arranged for or renewed an extension of credit,
          in the form of a personal loan to any director or officer, except to
          the extent permitted under Section 13 of the Exchange Act.

               (s) The Company is subject to and in full compliance with the
          reporting requirements of Section 13 or Section 15(d) of the Exchange
          Act.

          Any certificate signed by any officer of the Company and delivered to
the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a representation and warranty by the
Company, as to matters covered thereby, to each Underwriter.

          2. Purchase and Sale.

             (a) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Company, at a purchase price of $12.85875 per share of Common
Stock, the number of Firm Securities set forth opposite such Underwriter's name
in Schedule I hereto.

             (b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants an
option to the several Underwriters to purchase, severally and not jointly, the
Option Securities at the same purchase price as the Underwriters paid for the
Firm Securities, to the settlement date for the Option Securities (the
"Settlement Date"). The option may be exercised only to cover over-allotments in
the sale of the Firm Securities by the Underwriters. The option may be exercised
in whole or in part at any time (but not more than once) not less than three
Business Days prior to the 30th day after the date of the Closing Date upon
written notice by the Representatives to the Company setting forth the number of
Option Securities as to which the Underwriters are exercising the option and the
Settlement Date. Delivery of the Option Securities, and payment therefor, shall
be made as provided in Section 3 hereof. The Settlement Date for the Option
Securities, if any, shall not be more than 30 days after the Closing Date. The
number of Option Securities to be purchased by each Underwriter shall be the
same percentage as such Underwriter is purchasing of the Firm Securities,
subject to such adjustments as the Representatives shall deem advisable.

          3. Delivery and Payment. Delivery of and payment for the Firm
Securities and the Option Securities (if the option provided for in Section 2(b)
hereof shall have been exercised on or before the second Business Day prior to
the Closing Date) shall be made at 10:00 A.M., New York City time, on December
19, 2003, or at such time on such later date (not more than three Business Days
after the foregoing date) as the Representatives shall designate, which date and
time may be postponed by agreement between the Representatives and the Company
or as provided in Section 9 hereof (such date and time of delivery and payment
for the Securities being herein called the "Closing Date"). Delivery of the
Securities shall be made to the Representatives for the respective accounts of
the several Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to the account specified by
the Company. Delivery of the Securities shall be made through the facilities of
The Depository Trust Company unless the Representatives shall otherwise
instruct.

          If the option provided for in Section 2(b) hereof is exercised after
the second Business Day prior to the Closing Date, the Company will deliver the
Option Securities (at the expense of the Company) to the Representatives on the
date specified by the Representatives (which shall be three Business Days after
exercise of said option), for the respective accounts of the several
Underwriters, against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to the account specified by
the Company. If settlement for the Option Securities occurs after the Closing
Date, the Company will deliver to the Representatives on the Settlement Date,
and the obligation of the Underwriters to purchase the Option Securities shall
be conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 hereof.

          4. Agreements. The Company agrees with each Underwriter that:

               (a) The Company will furnish to each Underwriter and to counsel
          for the Underwriters, without charge, during the period referred to in
          paragraph (d) below, as many copies of the Prospectus and any
          amendments and supplements thereto as it may reasonably request.

               (b) The Company will advise the Representatives promptly,
          confirming such advice in writing, of any request by the Commission
          for amendments or supplements to the Registration Statement or the
          Prospectus or for additional information with respect thereto, or of
          notice of institution of proceedings for, or the entry of a stop
          order, suspending the effectiveness of the Registration Statement and,
          if the Commission should enter a stop order suspending the
          effectiveness of the Registration Statement, the Company will use its
          best efforts to obtain the lifting or removal of such order as soon as
          possible. If it is necessary for any post-effective amendment to the
          Registration Statement to be declared effective before the Securities
          may be sold, the Company will endeavor to cause such post-effective
          amendment to become effective as soon as possible and the Company will
          advise the Representatives promptly and, if requested, will confirm
          such advice in writing, when any such post-effective amendment has
          become effective.

               (c) The Company will file promptly all reports and any definitive
          proxy or information statement required to be filed by the Company
          with the Commission in order to comply with the Exchange Act during
          the period referred to in paragraph (d) below.

               (d) The Company will not amend or supplement the Registration
          Statement or the Prospectus, other than by filing documents under the
          Exchange Act that are incorporated by reference therein, without the
          prior written consent of the Representatives; provided, however, that,
          prior to the completion of the distribution of the Securities by the
          Underwriters (as determined by the Underwriters and communicated to
          the Company), the Company will not file any document under the
          Exchange Act that is incorporated by reference in the Registration
          Statement or the Prospectus unless, at a reasonable time prior to such
          proposed filing, the Company has furnished the Representatives with a
          copy of such document for their review and the Representatives have
          not reasonably objected to the filing of such document. The Company
          will promptly advise the Representatives when any document filed under
          the Exchange Act that is incorporated by reference in the Registration
          Statement or the Prospectus shall have been filed with the Commission.

               (e) If at any time prior to the completion of the distribution of
          the Securities by the Underwriters (as determined by the
          Representatives), any event occurs as a result of which the
          Prospectus, as then amended or supplemented, would include any untrue
          statement of a material fact or omit to state any material fact
          necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading, or if it
          should be necessary to amend or supplement the Prospectus to comply
          with applicable law, the Company promptly (i) will notify the
          Representatives of any such event; (ii) subject to the requirements of
          paragraph (d) of this Section 4, will prepare an amendment or
          supplement that will correct such statement or omission or effect such
          compliance; and (iii) will supply any supplemented or amended
          Prospectus to the several Underwriters and counsel for the
          Underwriters without charge in such quantities as they may reasonably
          request.

               (f) The Company will arrange, if necessary, for the qualification
          of the Securities for sale by the Underwriters under the laws of such
          jurisdictions as the Underwriters may designate and will maintain such
          qualifications in effect so long as required for the sale of the
          Securities; provided that in no event shall the Company be obligated
          to qualify to do business in any jurisdiction where it is not now so
          qualified or to take any action that would subject it to service of
          process in suits, other than those arising out of the offering or sale
          of the Securities, in any jurisdiction where it is not now so subject.
          The Company will promptly advise the Representatives of the receipt by
          the Company of any notification with respect to the suspension of the
          qualification of the Securities for sale in any jurisdiction or the
          initiation or threatening of any proceeding for such purpose.

               (g) The Company will make generally available to its security
          holders, and to deliver to the Representatives, an earnings statement
          of the Company (which will satisfy the provisions of Section 11(a) of
          the Act) covering a period of twelve months beginning after the
          effective date of the Registration Statement (as defined in Rule
          158(c) under the Act) as soon as is reasonably practicable after the
          termination of such twelve-month period but not later than March 16,
          2005.

               (h) The Company will cooperate with the Representatives and use
          its best efforts to permit the Securities to be eligible for clearance
          and settlement through The Depository Trust Company.

               (i) The Company will not for a period of 90 days following the
          Execution Time, without the prior written consent of UBS Securities
          LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.,
          offer, sell, contract to sell, pledge or otherwise dispose of, or
          enter into any transaction which is designed to, or might reasonably
          be expected to, result in the disposition (whether by actual
          disposition or effective economic disposition due to cash settlement
          or otherwise) by the Company or any Affiliate of the Company or any
          person in privity with the Company or any Affiliate of the Company,
          directly or indirectly of, or file (or participate in the filing of) a
          registration statement with the Commission in respect of, or establish
          or increase a put equivalent position or liquidate or decrease a call
          equivalent position within the meaning of Section 16 of the Exchange
          Act and the rules and regulations of the Commission promulgated
          thereunder with respect to, any shares of capital stock of the Company
          or any securities convertible or exercisable or exchangeable for such
          capital stock, or publicly announce an intention to effect any such
          transaction; provided, however, that (i) the Company may issue and
          sell Common Stock or issue options for the purchase of its Common
          Stock, and file related registration statements, pursuant to any
          employee stock incentive plan or outside director stock incentive
          plan, stock ownership plan or dividend reinvestment plan of the
          Company in effect at the Execution Time, (ii) the Company may issue
          Common Stock issuable upon the conversion or exchange of securities or
          the exercise of warrants or options outstanding at the Execution Time,
          or hereafter granted under the Company's stock incentive plans that
          exist as of the Execution Time, (iii) the Company may issue and sell
          the Securities and do other acts contemplated by this Agreement, (iv)
          the Company may issue and sell the 5 3/8% Series A Mandatory
          Convertible Preferred Stock (the "Preferred Stock") as contemplated in
          the Prospectus and may issue Common Stock issuable upon the conversion
          of the Preferred Stock, (v) the Company may issue Common Stock as
          consideration for purchases or acquisitions of other businesses or
          entities, provided, however, that any such Common Stock issued as
          consideration for any such purchases or acquisitions entered into
          during the 90-day period following the Execution Time shall amount in
          the aggregate to no more than $15 million; (vi) the Company may issue
          Common Stock as part of any deferred payment to be made under and in
          accordance with any acquisition-related agreement or any obligation to
          issue Common Stock in connection with contractual put or call
          obligations either existing at the Execution Time or entered into
          during the 90-day period following the Execution Time, provided,
          however, that Common Stock issued as obligations for any such deferred
          payment or obligations entered into during such 90-day period shall
          amount in the aggregate, including amounts paid under clause (v)
          hereof, to no more than $15 million, (vii) the Company may pay
          dividends on the Securities in shares of Common Stock, (viii) the
          Company may issue Common Stock in connection with the settlement of
          litigation matters ongoing at the Execution Time as agreed to by the
          Company and the Representatives on the date hereof, and (ix) the
          Company may file registration statements or amendments thereto in
          respect of the 4.5% Convertible Senior Notes Due 2023 (the "4.5%
          Notes") of the Company and shares of Common Stock issuable upon
          conversion of the 4.5% Notes.

               (j) The Company will not take, directly or indirectly, any action
          designed to or which has constituted or which might reasonably be
          expected to cause or result in, under the Exchange Act or otherwise,
          stabilization or manipulation of the price of any security of the
          Company to facilitate the sale or resale of the Securities.

               (k) The Company will use its best efforts to cause the Securities
          to be listed on the New York Stock Exchange (the "NYSE").

               (l) The Company agrees to pay the costs and expenses relating to
          the following matters: (i) the issuance of the Securities; (ii) the
          preparation, printing or reproduction of the Registration Statement,
          the Preliminary Prospectus and the Prospectus and each amendment or
          supplement thereto; (iii) the printing (or reproduction) and delivery
          (including postage, air freight charges and charges for counting and
          packaging) of such copies of the Preliminary Prospectus and the
          Prospectus, and all amendments or supplements thereto, as may, in each
          case, be reasonably requested for use in connection with the offering
          and sale of the Securities; (iv) the preparation, printing,
          authentication, issuance and delivery of certificates for the
          Securities, including any stamp or transfer taxes in connection with
          the original issuance and sale of the Securities to the Underwriters;
          (v) the printing (or reproduction) and delivery of this Agreement, any
          Blue Sky memorandum, the closing documents and all other agreements or
          documents printed (or reproduced) and delivered in connection with the
          offering of the Securities; (vi) any registration or qualification of
          the Securities for offer and sale under the securities or Blue Sky
          laws of the several states or foreign laws and any other jurisdictions
          specified pursuant to Section 4(f) (including filing fees and the
          reasonable fees and expenses of counsel for the Underwriters relating
          to such registration and qualification); (vii) the listing of the
          Securities on the NYSE; (viii) the transportation and other expenses
          incurred by or on behalf of Company representatives in connection with
          presentations to prospective purchasers of the Securities; (ix) the
          fees and expenses of the Company's accountants and the fees and
          expenses of counsel (including local and special counsel) for the
          Company; (x) any filing for review of the public offering of the
          Securities by the NASD, including reasonable legal fees and the filing
          fees and other disbursements of counsel to the Underwriters with
          respect thereto; (xi) the fees and disbursements of any transfer agent
          or registrar for the Securities; and (xii) all other costs and
          reasonable expenses incident to the performance by the Company of its
          obligations hereunder.

               (m) The Company will apply the proceeds from the sale of the
          Securities in the manner described in the Prospectus.

               (n) Prior to the completion of the distribution of the
          Securities, the Company will promptly notify the Representatives of
          any material development relating to any investigation of the Company
          conducted by the Commission, including the discovery of any new or
          additional information that in the opinion of the Company may
          reasonably be expected to affect the outcome of such investigation.

          5. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Firm Securities and the Option Securities,
as the case may be, shall be subject to the accuracy of the representations and
warranties on the part of the Company contained herein at the Execution Time,
the Closing Date and any Settlement Date to the accuracy of the statements of
the Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the following
additional conditions:

               (a) The Company shall have requested and caused Cleary, Gottlieb,
          Steen & Hamilton, counsel for the Company, to furnish to the
          Representatives its opinion and letter, dated the Closing Date and, as
          applicable, the Settlement Date and addressed to the Representatives,
          to the effect set forth in Exhibit A-1.

               (b) The Company shall have requested and caused Nicholas J.
          Camera, Esq., the General Counsel of the Company, to furnish to the
          Representatives his opinion and letter, dated the Closing Date and, as
          applicable, the Settlement Date and addressed to the Representatives,
          to the effect set forth in Exhibit A-2.

               (c) The Representatives shall have received from Shearman &
          Sterling LLP, counsel for the Underwriters, such opinion or opinions,
          dated the Closing Date and, as applicable, the Settlement Date and
          addressed to the Representatives, with respect to certain of the
          matters referred to in paragraphs 1, 3, 4 and 5 of Exhibit A-1, and
          the Company shall have furnished to such counsel such documents as
          they request for the purpose of enabling it to pass upon such matters.

               In addition, such counsel shall state that (A) the Registration
          Statement, as of the date of this Agreement, and the Prospectus, as of
          its date, appear on their faces to have been appropriately responsive
          in all material respects to the applicable requirements of the Act and
          the applicable rules and regulations of the Commission thereunder; and
          (B) such counsel has participated in conferences with officers and
          other representatives of the Company, representatives of the
          independent public accountants of the Company and representatives of
          the Underwriters at which the contents of the Registration Statement
          and the Prospectus (excluding the documents incorporated by reference)
          were discussed and, although such counsel is not passing upon and does
          not assume responsibility for the accuracy, completeness or fairness
          of the statements contained in the Registration Statement or the
          Prospectus, on the basis of the foregoing, no fact has come to the
          attention of such counsel that gave such counsel reason to believe
          that (i) the Registration Statement, as of the date of this Agreement,
          contained an untrue statement of a material fact or omitted to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading, or (ii) the Prospectus, as of its
          date and the Closing Date (and, if applicable, the Settlement Date),
          contained or contains an untrue statement of a material fact or
          omitted or omits to state a material fact necessary in order to make
          the statements therein, in the light of the circumstances under which
          they were made, not misleading.

               (d) The Company shall have furnished to the Representatives a
          certificate of the Company, signed by the chief financial officer of
          the Company and the treasurer or the controller of the Company, dated
          the Closing Date and, as applicable, the Settlement Date, to the
          effect that the signers of such certificate have carefully examined
          the Prospectus, any amendment or supplement to the Prospectus and this
          Agreement and that:

                    (i) the representations and warranties of the Company in
               this Agreement are true and correct in all material respects on
               and as of the Closing Date and, as applicable, the Settlement
               Date, with the same effect as if made on the Closing Date and, as
               applicable, the Settlement Date, and the Company has complied
               with all the agreements and satisfied all the conditions on its
               part to be performed or satisfied hereunder at or prior to the
               Closing Date and, as applicable, the Settlement Date; and

                    (ii) since the date of the most recent financial statements
               included in the Prospectus (exclusive of any amendment or
               supplement thereto filed subsequent to the date of this
               Agreement), there has been no material adverse change in the
               condition (financial or otherwise), prospects, earnings, business
               or properties of the Company and its subsidiaries, taken as a
               whole, whether or not arising from transactions in the ordinary
               course of business, except as set forth in or contemplated by the
               Prospectus (exclusive of any amendment or supplement thereto
               filed subsequent to the date of this Agreement).

               (e) The Underwriters shall have received on (i) the date hereof
          and (ii) the Closing Date and, as applicable, the Settlement Date, a
          letter, dated such date, in form and substance satisfactory to the
          Underwriters, from PricewaterhouseCoopers LLC, independent public
          accountants, containing statements and information of the type
          ordinarily included in accountants' "comfort letters" to underwriters
          with respect to the financial statements and certain financial
          information contained in or incorporated by reference into the
          Prospectus, and each such letter shall use a "cut-off date" not
          earlier than three days prior to the date of such letter.

               (f) Subsequent to the Execution Time or, if earlier, the dates as
          of which information is given in the Prospectus (exclusive of any
          amendment or supplement thereto filed subsequent to the date of this
          Agreement), there shall not have been (i) any change in the capital
          stock, any increase in long-term debt or any decrease in consolidated
          net current assets (working capital) or stockholders' equity, or any
          decreases in total consolidated net sales, income from operations or
          net income, of the Company with respect to the period subsequent to
          September 30, 2003 other than as set forth in the letter referred to
          in Section 5(e) hereof; or (ii) any change, or any development
          involving a prospective change, in or affecting the condition
          (financial or otherwise), prospects, earnings, business or properties
          of the Company and its subsidiaries, taken as a whole, whether or not
          arising from transactions in the ordinary course of business, except
          as set forth in or contemplated in the Prospectus (exclusive of any
          amendment or supplement thereto filed subsequent to the date of this
          Agreement) the effect of which, in any case referred to in clause (i)
          or (ii) above, is, in the sole judgment of the Representatives, so
          material and adverse as to make it impractical or inadvisable to
          market the Securities as contemplated by the Prospectus (exclusive of
          any amendment or supplement thereto filed subsequent to the date of
          this Agreement).

               (g) Subsequent to the Execution Time, there shall not have been
          any decrease in the rating of any of the Company's debt securities by
          any "nationally recognized statistical rating organization" (as
          defined for purposes of Rule 436(g) under the Act) or any notice given
          of any intended or potential decrease in any such rating or of a
          possible change in any such rating that does not indicate the
          direction of the possible change.

               (h) Prior to the Closing Date, the Company shall have furnished
          to the Representatives such further information, certificates and
          documents as the Representatives may reasonably request.

               (i) The Company shall have caused the Securities to be approved
          for listing, subject to issuance, on the NYSE.

               (j) At the Execution Time, the Company shall have furnished to
          the Representatives a letter substantially in the form of Exhibit B
          hereto from each of the directors and officers of the Company
          identified in Exhibit C hereto addressed to the Representatives.

               (k) The Prospectus shall have been filed with the Commission
          pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York
          City time, on the second full Business Day after the date of this
          Agreement and any Rule 462(b) Registration Statement required in
          connection with the offering and sale of the Securities shall have
          been filed and become effective no later than 10:00 p.m., New York
          City time, on the date of this Agreement.

          If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be cancelled at,
or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

          The documents required to be delivered by this Section 5 will be
delivered at the office of counsel for the Underwriters, Shearman & Sterling
LLP, 599 Lexington Avenue, New York, New York 10022, prior to 9 A.M. on the
Closing Date and any Settlement Date.

          6. Reimbursement of Expenses. If the sale of the Securities provided
for herein is not consummated because any condition to the obligations of the
Underwriters set forth in Section 5 hereof is not satisfied, because of any
termination pursuant to Section 9(i) hereof or because of any refusal, inability
or failure on the part of the Company to perform any agreement herein or comply
with any provision hereof other than by reason of a default by any of the
Underwriters, the Company will promptly reimburse the Underwriters severally
through UBS Securities LLC for all reasonable out-of-pocket expenses (including
fees and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.

          7. Indemnification and Contribution.

               (a) The Company agrees to indemnify and hold harmless each
          Underwriter, the directors, officers, employees, affiliates and agents
          of each Underwriter and each person who controls any Underwriter
          within the meaning of either Section 15 of the Act or Section 20 of
          the Exchange Act against any and all losses, claims, damages or
          liabilities, joint or several, to which they or any of them may become
          subject under the Act, the Exchange Act or other federal or state
          statutory law or regulation, at common law or otherwise, insofar as
          such losses, claims, damages or liabilities (or actions in respect
          thereof) (i) arise out of or are based upon any untrue statement or
          alleged untrue statement of a material fact contained in the
          Registration Statement or in any amendment thereof, or arise out of or
          are based upon the omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading, or (ii) arise out of or are based
          upon any untrue statement or alleged untrue statement of a material
          fact contained in any Preliminary Prospectus or the Prospectus, or in
          any amendment thereof or supplement thereto, or arise out of or are
          based upon the omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading; provided, however, that the Company will
          not be liable in any such case to the extent that any such loss,
          claim, damage or liability arises out of or is based upon any such
          untrue statement or alleged untrue statement or omission or alleged
          omission made in the Registration Statement, any Preliminary
          Prospectus or the Prospectus, or in any amendment thereof or
          supplement thereto, in reliance upon and in conformity with written
          information furnished to the Company by or on behalf of any
          Underwriter through the Representatives specifically for inclusion
          therein; provided further, that with respect to any untrue statement
          or omission of material fact made in any Preliminary Prospectus, the
          indemnity agreement contained in this Section 7(a) shall not inure to
          the benefit of any Underwriter from whom the person asserting any such
          loss, claim, damage or liability purchased the securities concerned,
          to the extent that any such loss, claim, damage or liability of such
          Underwriter occurs under the circumstance where it shall have been
          determined by a court of competent jurisdiction by final and
          nonappealable judgment that (w) the Company had previously furnished
          copies of the Prospectus to the Representatives, (x) delivery of the
          Prospectus was required by the Act to be made to such person, (y) the
          untrue statement or omission of a material fact contained in the
          Preliminary Prospectus was corrected in the Prospectus and (z) there
          was not sent or given to such person, at or prior to the written
          confirmation of the sale of such securities to such person, a copy of
          the Prospectus. This indemnity agreement will be in addition to any
          liability that the Company may otherwise have.

               (b) Each Underwriter severally, and not jointly, agrees to
          indemnify and hold harmless the Company, each of its directors, each
          of its officers, and each person who controls the Company within the
          meaning of either the Act or the Exchange Act, to the same extent as
          the foregoing indemnity from the Company to each Underwriter, but only
          with reference to written information relating to such Underwriter
          furnished to the Company by or on behalf of such Underwriter through
          the Representatives specifically for inclusion in the Registration
          Statement, each Preliminary Prospectus, the Prospectus or in any
          amendment or supplement thereto. This indemnity agreement will be in
          addition to any liability that any Underwriter may otherwise have. The
          Company acknowledges that the statements set forth in the last
          paragraph of the cover page regarding delivery of the Securities,
          under the heading "Underwriting" in the third paragraph under the
          table relating to electronic delivery of prospectus supplements, the
          first paragraph under the heading "- Commissions and Discounts"
          relating to the selling concession and the paragraphs under the
          heading "- Price Stabilization, Short Positions" relating to
          stabilizing transactions, short sales, penalty bids and syndicate
          covering transactions in the Preliminary Prospectus and the
          Prospectus, constitute the only information furnished in writing by or
          on behalf of the Underwriters for inclusion in the Registration
          Statement, each Preliminary Prospectus, the Prospectus or in any
          amendment or supplement thereto.

               (c) Promptly after receipt by an indemnified party under this
          Section 7 of notice of the commencement of any action, such
          indemnified party will, if a claim in respect thereof is to be made
          against the indemnifying party under this Section 7, notify the
          indemnifying party in writing of the commencement thereof; but the
          failure so to notify the indemnifying party (i) will not relieve it
          from liability under paragraph (a) or (b) above unless and to the
          extent it did not otherwise learn of such action and such failure
          results in the forfeiture by the indemnifying party of substantial
          rights and defenses and (ii) will not, in any event, relieve the
          indemnifying party from any obligations to any indemnified party other
          than the indemnification obligation provided in paragraph (a) or (b)
          above. The indemnifying party shall be entitled to appoint counsel
          (including local counsel) of the indemnifying party's choice at the
          indemnifying party's expense to represent the indemnified party in any
          action for which indemnification is sought (in which case the
          indemnifying party shall not thereafter be responsible for the fees
          and expenses of any separate counsel, other than local counsel if not
          appointed by the indemnifying party, retained by the indemnified party
          or parties except as set forth below); provided, however, that such
          counsel shall be satisfactory to the indemnified party.
          Notwithstanding the indemnifying party's election to appoint counsel
          (including local counsel) to represent the indemnified party in an
          action, the indemnified party shall have the right to employ separate
          counsel (including local counsel), and the indemnifying party shall
          bear the reasonable fees, costs and expenses of such separate counsel
          if (i) the use of counsel chosen by the indemnifying party to
          represent the indemnified party would present such counsel with a
          conflict of interest; (ii) the actual or potential defendants in, or
          targets of, any such action include both the indemnified party and the
          indemnifying party and the indemnified party shall have reasonably
          concluded that there may be legal defenses available to it and/or
          other indemnified parties that are different from or additional to
          those available to the indemnifying party; (iii) the indemnifying
          party shall not have employed counsel satisfactory to the indemnified
          party to represent the indemnified party within a reasonable time
          after notice of the institution of such action; or (iv) the
          indemnifying party shall authorize the indemnified party to employ
          separate counsel at the expense of the indemnifying party. If at any
          time an indemnified party shall have requested an indemnifying party
          to reimburse the indemnified party for fees and expenses of counsel as
          contemplated by this paragraph, then the indemnifying party agrees
          that it shall be liable for any settlement effected without its
          written consent if (i) such settlement is entered into more than 60
          Business Days after receipt by such indemnifying party of the
          aforesaid request, (ii) such indemnifying party shall not have fully
          reimbursed the indemnified party in accordance with such request prior
          to the date of such settlement and (iii) such indemnified party shall
          have given the indemnifying party at least 30 days' prior notice of
          its intention to settle. An indemnifying party will not, without the
          prior written consent of the indemnified parties, settle or compromise
          or consent to the entry of any judgment with respect to any pending or
          threatened claim, action, suit or proceeding in respect of which
          indemnification or contribution may be sought hereunder (whether or
          not the indemnified parties are actual or potential parties to such
          claim or action) unless such settlement, compromise or consent
          includes an unconditional release of each indemnified party from all
          liability arising out of such claim, action, suit or proceeding and
          does not include an admission of fault, culpability or a failure to
          act, by or on behalf of such indemnified party.

               (d) In the event that the indemnity provided in paragraph (a) or
          (b) of this Section 7 is unavailable to or insufficient to hold
          harmless an indemnified party for any reason, the Company and the
          Underwriters severally agree to contribute to the aggregate losses,
          claims, damages and liabilities (including legal or other expenses
          reasonably incurred in connection with investigating or defending any
          loss, claim, damage, liability or action) (collectively "Losses") to
          which the Company and one or more of the Underwriters may be subject
          in such proportion as is appropriate to reflect the relative benefits
          received by the Company on the one hand and by the Underwriters on the
          other from the offering of the Securities; provided, however, that in
          no case shall any Underwriter (except as may be provided in any
          agreement among the Underwriters relating to the offering of the
          Securities) be responsible for any amount in excess of the purchase
          discount or commission applicable to the Securities purchased by such
          Underwriter hereunder. If the allocation provided by the immediately
          preceding sentence is unavailable for any reason, the Company and the
          Underwriters severally shall contribute in such proportion as is
          appropriate to reflect not only such relative benefits but also the
          relative fault of the Company on the one hand and of the Underwriters
          on the other in connection with the statements or omissions that
          resulted in such Losses, as well as any other relevant equitable
          considerations. Benefits received by the Company shall be deemed to be
          equal to the total net proceeds from the offering (before deducting
          expenses) received by it, and benefits received by the Underwriters
          shall be deemed to be equal to the total purchase discounts and
          commissions in each case set forth on the cover of the Prospectus.
          Relative fault shall be determined by reference to, among other
          things, whether any untrue or alleged untrue statement of a material
          fact or the omission or alleged omission to state a material fact
          relates to information provided by the Company on the one hand or the
          Underwriters on the other, the intent of the parties and their
          relative knowledge, access to information and opportunity to correct
          or prevent such untrue statement or omission. The Company and the
          Underwriters agree that it would not be just and equitable if
          contribution were determined by pro rata allocation or any other
          method of allocation that does not take account of the equitable
          considerations referred to above. Notwithstanding the provisions of
          this paragraph (d), no person guilty of fraudulent misrepresentation
          (within the meaning of Section 11(f) of the Act) shall be entitled to
          contribution from any person who was not guilty of such fraudulent
          misrepresentation. For purposes of this Section 7, each person who
          controls an Underwriter within the meaning of either the Act or the
          Exchange Act and each director, officer, employee, Affiliate and agent
          of an Underwriter shall have the same rights to contribution as such
          Underwriter, and each person who controls the Company within the
          meaning of either the Act or the Exchange Act and each officer and
          director of the Company shall have the same rights to contribution as
          the Company, subject in each case to the applicable terms and
          conditions of this paragraph (d).

          8. Default by an Underwriter.

               (a) If any one or more Underwriters shall fail to purchase and
          pay for any of the Securities agreed to be purchased by such
          Underwriter hereunder and such failure to purchase shall constitute a
          default in the performance of its or their obligations under this
          Agreement, the remaining Underwriters shall be obligated severally to
          take up and pay for (in the respective proportions which the principal
          amount of Securities set forth opposite their names in Schedule I
          hereto bears to the aggregate principal amount of Securities set forth
          opposite the names of all the remaining Underwriters) the Securities
          which the defaulting Underwriter or Underwriters agreed but failed to
          purchase; provided, however, that in the event that the aggregate
          principal amount of Securities which the defaulting Underwriter or
          Underwriters agreed but failed to purchase shall exceed 10% of the
          aggregate principal amount of Securities set forth in Schedule I
          hereto, the remaining Underwriters shall have the right to purchase
          all, but shall not be under any obligation to purchase any, of the
          Securities, and if such nondefaulting Underwriters do not purchase all
          the Securities, this Agreement will terminate without liability to any
          nondefaulting Underwriter or the Company. In the event of a default by
          any Underwriter as set forth in this Section 8, the Closing Date shall
          be postponed for such period, not exceeding five Business Days, as the
          Representatives shall determine in order that the required changes in
          the Prospectus or in any other documents or arrangements may be
          effected. Nothing contained in this Agreement shall relieve any
          defaulting Underwriter of its liability, if any, to the Company or any
          nondefaulting Underwriter for damages occasioned by its default
          hereunder.

          (b) Without relieving any defaulting Underwriter from its obligations
hereunder, the Company agrees with the non-defaulting Underwriters that it will
not sell any Firm Securities hereunder unless all of the Firm Securities are
purchased by the Underwriters (or by substituted Underwriters selected by the
Company with the approval of the Representatives). The term Underwriter as used
in this Agreement shall refer to and include any Underwriter substituted under
this Section 8 with like effect as if such substituted Underwriter had
originally been named in Schedule A.

          9. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time
(i) trading in any of the Company's securities shall have been suspended by the
Commission or the NYSE or trading in securities generally on the NYSE shall have
been suspended or limited or minimum prices shall have been established on such
exchange; (ii) a banking moratorium shall have been declared by federal,
Delaware or New York State authorities; or (iii) there shall have occurred any
outbreak or escalation of hostilities, declaration by the United States of a
national emergency or war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of the
Representatives, impracticable or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Prospectus (exclusive of any
amendment or supplement thereto filed subsequent to the date of this Agreement).

          10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Underwriters or the Company or any of
the indemnified persons referred to in Section 7 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 6 and 7
hereof shall survive the termination or cancellation of this Agreement.

          11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to (i) UBS Securities LLC, 299 Park Avenue, New York, NY
10171 Attention: Syndicate Department; (ii) the Citigroup Global Markets Inc.
General Counsel (fax no.: (212) 816-7912) and confirmed to the General Counsel,
Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013
Attention: General Counsel, and (ii) J.P. Morgan Securities Inc., Syndicate Desk
at 277 Park Avenue, 9th Floor, New York, NY 10172 Attention: Henry K. Wilson
(Fax: (212) 622-8358) or, if sent to the Company, will be mailed, delivered or
telefaxed to facsimile number (212) 399-8280 and confirmed to it at (212)
399-8021, attention of General Counsel, with a copy mailed, delivered or
telefaxed to Barry M. Fox (fax no. (212) 225-3999) at Cleary, Gottlieb, Steen &
Hamilton.

          12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
indemnified persons referred to in Section 7 hereof, and no other person will
have any right or obligation hereunder.

          13. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

          14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

          15. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

          16. Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.

          "affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in The City of New York.

          "By-Laws" shall mean the by-laws of the Company as amended through
July 31, 2003.

          "Commission" shall mean the Securities and Exchange Commission.

          "Common Stock" shall mean the Company's common stock, par value $0.10
per share.

          "Credit Agreements" shall mean the 364-Day Credit Agreement, dated May
16, 2002, among the Company, the initial lenders named therein, and Citibank,
N.A., as Administrative Agent, and the Five-Year Credit Agreement, dated June
27, 2000, among the Company, the initial lenders named therein and Citibank,
N.A., as Administrative Agent, in both cases, as amended or supplemented from
time to time.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.

          "Investment Company Act" shall mean the Investment Company Act of
1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.

          "NASD" shall mean the National Association of Securities Dealers, Inc.

          "Restated Certificate of Incorporation" shall mean the restated
certificate of incorporation of the Company as amended through May 29, 2003.




          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this Agreement and your acceptance shall represent a binding agreement between
the Company and the several Underwriters.

                                                     Very truly yours,


                                        THE INTERPUBLIC GROUP OF COMPANIES, INC.

                                        By:  /s/ Nicholas J. Camera
                                            --------------------------
                                            Name:  Nicholas J. Camera
                                            Title: Senior Vice President
                                                   General Counsel and Secretary





The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

UBS SECURITIES LLC


By:  /s/ Kevin C. Cox
     ----------------------
     Name:  Kevin C. Cox
     Title: Managing Director



By:  /s/ Whit Williams
     ----------------------
     Name:  Whit Williams
     Title: Executive Directors


CITIGROUP GLOBAL MARKETS INC.


By:  /s/ Brett Dunk
     ----------------------
     Name:  Brett Dunk
     Title: Vice President

J.P. MORGAN SECURITIES INC.


By:  /s/ J. Andrew Sanford
     ----------------------
     Name:  J. Andrew Sanford
     Title: Managing Director

For themselves as Representatives
and on behalf of the other several
Underwriters named in Schedule I
to the foregoing Agreement




                                   SCHEDULE I


                                                                 Number of Firm
                                                                Securities to be
                                          Underwriters              Purchased
                                          ------------              ---------
UBS Securities LLC.............................................     5,599,600
Citigroup Global Markets Inc. .................................     5,599,600
J.P. Morgan Securities Inc.....................................     5,599,600
Banc of America Securities LLC.................................     1,287,908
Barclays Capital Inc...........................................     1,287,908
HSBC Securities (USA) Inc......................................     1,287,908
Morgan Stanley & Co. Incorporated..............................     1,287,908
ING Financial Markets LLC......................................       223,984
McDonald Investment Inc., A KeyCorp Company....................       223,984
                                                                   -----------
         Total.................................................    22,398,400




                                                                     EXHIBIT A-1


             [FORM OF OPINION OF CLEARY, GOTTLIEB, STEEN & HAMILTON]

                                                               December 19, 2003

UBS Securities LLC
Citigroup Global Markets Inc.
J. P. Morgan Securities Inc.
As Representatives of the Underwriters
c/o UBS Securities LLC
299 Park Avenue
New York, New York  10171-0026





Ladies and Gentlemen:

          We have acted as special counsel to The Interpublic Group of
Companies, Inc., a Delaware corporation (the "Company"), in connection with the
Company's offering pursuant to a registration statement on Form S-3 (No.
333-109384) of 22,398,400 shares of its common stock, $0.10 par value per share
(the "Securities"). Such registration statement, as amended when it became
effective but excluding the documents incorporated by reference therein, is
herein called the "Registration Statement;" the related prospectus dated
November 20, 2003, as first filed with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 424(b)(2) under the Securities Act of 1933,
as amended (the "Securities Act"), but excluding the documents incorporated by
reference therein, is herein called the "Base Prospectus;" the prospectus
supplement dated December 16, 2003, as first filed with the Commission pursuant
to Rule 424(b)(5) under the Securities Act, but excluding the documents
incorporated by reference therein, is herein called the "Prospectus Supplement;"
and the Base Prospectus and the Prospectus Supplement together are herein called
the "Prospectus." This opinion letter is furnished to you pursuant to Section
5(a) of the underwriting agreement dated December 16, 2003 (the "Underwriting
Agreement") between the Company and the several underwriters named in Schedule I
thereto (the "Underwriters").

          In arriving at the opinions expressed below, we have reviewed the
following documents:

(a)  an executed copy of the Underwriting Agreement;

(b)  the Registration Statement and the documents incorporated by reference
     therein;

(c)  the Prospectus and the documents incorporated by reference therein;

(d)  a specimen of the Securities as executed by the Company; and

(e)  the documents delivered to you by the Company at the closing pursuant to
     the Underwriting Agreement, including copies of the Company's Restated
     Certificate of Incorporation and By-Laws, each as amended through December
     17, 2003 and July 31, 2003, respectively, certified by the Secretary of
     State of the State of Delaware and the corporate secretary of the Company,
     respectively.

In addition, we have reviewed the originals or copies certified or otherwise
identified to our satisfaction of all such corporate records of the Company and
such other instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.

          In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. In addition, we have
assumed and have not verified (i) the accuracy as to factual matters of each
document we have reviewed (including, without limitation, the accuracy of the
representations and warranties of the Company in the Underwriting Agreement) and
(ii) that the Securities conform to the form thereof that we have reviewed.

          Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that:


1. The Company is validly existing as a corporation in good standing under the
laws of the State of Delaware.

2. The Company has corporate power to issue the Securities, to enter into the
Underwriting Agreement and to perform its obligations thereunder.

3. The Securities have been duly authorized by all necessary corporate action of
the Company, have been validly issued by the Company and are fully paid and
nonassessable; and the holders of outstanding shares of capital stock of the
Company are not entitled to any preemptive rights to subscribe for the
Securities under the Restated Certificate of Incorporation or By-Laws, each as
amended, of the Company or the General Corporation Law of the State of Delaware
(the "DGCL").

4. The statements set forth under the headings "Description of Common Stock" in
the Prospectus, insofar as such statements purport to summarize certain
provisions of the Securities and the Restated Certificate of Incorporation, as
amended, provide a fair summary of such provisions, and the statements made in
the Prospectus under the heading "Certain U.S. Income Tax Considerations,"
insofar as such statements purport to summarize certain federal income tax laws
of the United States, constitute a fair summary of the principal U.S. federal
income tax consequences of an investment in the Securities.

5. The execution and delivery of the Underwriting Agreement have been duly
authorized by all necessary corporate action of the Company, and the
Underwriting Agreement has been duly executed and delivered by the Company.

6. The issuance and sale of the Securities to the Underwriters pursuant to the
Underwriting Agreement do not, and the performance by the Company of its
obligations in the Underwriting Agreement and the Securities will not, (a)
require any consent, approval, authorization, registration or qualification of
or with any federal governmental authority or governmental authority of the
State of Delaware or the State of New York that in our experience is normally
applicable to general business entities in relation to transactions of the type
contemplated by the Underwriting Agreement or the Securities, except such as
have been obtained or effected under the Securities Act and the Securities
Exchange Act of 1934, as amended (but we express no opinion relating to any
state securities or Blue Sky laws), (b) result in a violation of the Restated
Certificate of Incorporation or By-Laws, each as amended, of the Company, or (c)
result in a violation of any United States federal, Delaware or New York state
law or published rule or regulation that in our experience is normally
applicable to general business entities in relation to transactions of the type
contemplated in the Underwriting Agreement (but we express no opinion relating
to the United States federal securities laws or any state securities or Blue Sky
laws).

7. No registration of the Company under the U.S. Investment Company Act of 1940,
as amended, is required for the offer and sale of the Securities by the Company
in the manner contemplated by the Underwriting Agreement and the Prospectus and
the application of the proceeds thereof as described in the Prospectus.

          Insofar as the foregoing opinions relate to the valid existence and
good standing of the Company, they are based solely on a certificate of good
standing received from the Secretary of State of the State of Delaware and on a
telephonic confirmation from such Secretary of State. Insofar as the foregoing
opinions relate to the validity, binding effect or enforceability of any
agreement or obligation of the Company, (a) we have assumed that the Company and
each other party to such agreement or obligation has satisfied those legal
requirements that are applicable to it to the extent necessary to make such
agreement or obligation enforceable against it (except that no such assumption
is made as to the Company regarding matters of the federal law of the United
States of America, the law of the state of New York or the law of the State of
Delaware, that in our experience are normally applicable to general business
entities in relation to the transactions contemplated in the Underwriting
Agreement), and (b) such opinions are subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and to general
principles of equity.

          The foregoing opinions are limited to the federal law of the United
States of America, the law of the State of New York and the DGCL.

          We are furnishing this opinion letter to you, as Representatives of
the Underwriters, solely for the benefit of the Underwriters in their capacity
as such in connection with the offering of the Securities. This opinion letter
is not to be relied on by or furnished to any other person or used, circulated,
quoted or otherwise referred to for any other purpose. We assume no obligation
to advise you, or to make any investigations, as to any legal developments or
factual matters arising subsequent to the date hereof that might affect the
opinions expressed herein.

                                         Very truly yours,

                                         CLEARY, GOTTLIEB, STEEN & HAMILTON



                                         By
                                            -----------------------------------
                                                                    , a Partner



          [FORM OF 10B-5 LETTER OF CLEARY, GOTTLIEB, STEEN & HAMILTON]



                                                               December 19, 2003



UBS Securities LLC
Citigroup Global Markets Inc.
J. P. Morgan Securities Inc.
As Representatives of the Underwriters
c/o UBS Securities LLC
299 Park Avenue
New York, New York  10171-0026



Ladies and Gentlemen:

          We have acted as special counsel to The Interpublic Group of
Companies, Inc., a Delaware corporation (the "Company"), in connection with the
Company's offering pursuant to a registration statement on Form S-3 (No.
333-109384) of 22,398,400 shares of its common stock, $0.10 par value per share
(the "Securities"). Such registration statement, as amended when it became
effective but excluding the documents incorporated by reference therein, is
herein called the "Registration Statement;" the related prospectus dated
November 20, 2003, as first filed with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 424(b)(2) under the Securities Act of 1933,
as amended (the "Securities Act"), but excluding the documents incorporated by
reference therein, is herein called the "Base Prospectus;" the prospectus
supplement dated December 16, 2003, as first filed with the Commission pursuant
to Rule 424(b)(5) under the Securities Act, but excluding the documents
incorporated by reference therein, is herein called the "Prospectus Supplement;"
and the Base Prospectus and the Prospectus Supplement, together are herein
called the "Prospectus." This letter is furnished to you pursuant to Section
5(a) of the underwriting agreement dated December 16, 2003 (the "Underwriting
Agreement") between the Company and the several Underwriters named in Schedule I
thereto (the "Underwriters").

          Because the primary purpose of our professional engagement was not to
establish or confirm factual matters or financial, accounting or statistical
information, and because many determinations involved in the preparation of the
Registration Statement and the Prospectus and the documents incorporated by
reference therein are of a wholly or partially non-legal character or relate to
legal matters outside the scope of our opinion letter to you of even date
herewith, we are not passing upon and do not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus or the documents incorporated by
reference therein (except to the extent expressly set forth in numbered
paragraph 6 of our opinion letter to you of even date herewith) and we make no
representation that we have independently verified the accuracy, completeness or
fairness of such statements (except as aforesaid).

          However, in the course of our acting as special counsel to the Company
in connection with its preparation of the Registration Statement and the
Prospectus, we participated in conferences and telephone conversations with
representatives of the Company, representatives of the independent public
accountants for the Company, your representatives and representatives of your
counsel, during which conferences and conversations the contents of the
Registration Statement and Prospectus, portions of certain of the documents
incorporated by reference therein and related matters were discussed, and we
reviewed certain corporate records and documents furnished to us by the Company.

          Based on our participation in such conferences and conversations and
our review of such records and documents as described above, our understanding
of the U.S. federal securities laws and the experience we have gained in our
practice thereunder, we advise you that:

               (a) The Registration Statement (except the financial statements
          and schedules and other financial and statistical data included
          therein, as to which we express no view), at the time it became
          effective, and the Prospectus (except as aforesaid), as of the date
          thereof, appeared on their face to be appropriately responsive in all
          material respects to the requirements of the Securities Act and the
          rules and regulations thereunder. In addition, we do not know of any
          contracts of other documents of a character required to be filed as
          exhibits to the Registration Statement or required to be described in
          the Registration Statement or the Prospectus that are not filed or
          described as required.

               (b) The documents incorporated by reference in the Registration
          Statement and the Prospectus (except the financial statements and
          schedules and other financial and statistical data included therein,
          as to which we express no view), as of the respective dates of their
          filing with the Commission, appeared on their face to be appropriately
          responsive in all material respects to the requirements of the
          Securities Exchange Act of 1934, as amended, and the rules and
          regulations thereunder.

               (c) No information has come to our attention that causes us to
          believe that the Registration Statement, including the documents
          incorporated by reference therein (except the financial statements and
          schedules and other financial and statistical data included therein,
          as to which we express no view), at the time it became effective,
          contained an untrue statement of a material fact or omitted to state a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading.

               (d) No information has come to our attention that causes us to
          believe that the Prospectus, including the documents incorporated by
          reference therein (except the financial statements and schedules and
          other financial and statistical data included therein, as to which we
          express no view), as of the date thereof or hereof, contained or
          contains an untrue statement of a material fact or omitted or omits to
          state a material fact necessary in order to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading.

          We confirm to you that (based solely upon a telephonic confirmation
from a representative of the Commission) that the Registration Statement is
effective under the Securities Act and, to the best of our knowledge, no stop
order with respect thereto has been issued, and no proceeding for that purpose
has been instituted or threatened by the Commission. To the best of our
knowledge, no order directed to any documents incorporated by reference in the
Registration Statement or the Prospectus has been issued by the Commission and
remains in effect, and no proceeding for that purpose has been instituted or
threatened by the Commission.

          We are furnishing this letter to you, as Representatives of the
Underwriters, solely for the benefit of the Underwriters in their capacity as
such in connection with the offering of the Securities. This letter is not to be
relied on by or furnished to any other person or used, circulated, quoted or
otherwise referred to for any other purpose. We assume no obligation to advise
you, or to make any investigations, as to any legal developments or factual
matters arising subsequent to the date hereof that might affect the views
expressed herein.

                                            Very truly yours,


                                            CLEARY, GOTTLIEB, STEEN & HAMILTON


                                            By
                                               ---------------------------------
                                                                     , a Partner




                                                                     EXHIBIT A-2

                     [FORM OF OPINION OF NICHOLAS J. CAMERA]



                                                               December 19, 2003

UBS Securities LLC
Citigroup Global Markets Inc.
J. P. Morgan Securities Inc.
     As Representatives of the Underwriters
     c/o UBS Securities LLC
     299 Park Avenue
     New York, New York  10171-0026

Ladies and Gentlemen:

          I, Nicholas J. Camera, Senior Vice President, General Counsel and
Secretary of The Interpublic Group of Companies, Inc., a Delaware corporation
(the "Company"), have served as counsel for the Company in connection with the
Company's offering pursuant to a registration statement on Form S-3 (No.
33-109384) of 22,398,400 shares of its common stock, $0.10 par value per share
(the "Securities"). Such registration statement, as amended when it became
effective but excluding the documents incorporated by reference therein, is
herein called the "Registration Statement;" the related prospectus dated
November 20, 2003, as first filed with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 424(b)(2) under the Securities Act of 1933,
as amended (the "Securities Act"), but excluding the documents incorporated by
reference therein, is herein called the "Base Prospectus;" the prospectus
supplement dated December 16, 2003, as first filed with the Commission pursuant
to Rule 424(b)(5) under the Securities Act, but excluding the documents
incorporated by reference therein, is herein called the "Prospectus Supplement;"
and the Base Prospectus and the Prospectus Supplement together are herein called
the "Prospectus." This opinion letter is furnished to you pursuant to Section
5(b) of the Underwriting Agreement dated December 16, 2003 (the "Underwriting
Agreement") between the Company and the several underwriters named in Schedule I
thereto (the "Underwriters").

          In arriving at the opinions expressed below, I have reviewed the
following documents:

(a)  an executed copy of the Underwriting Agreement;

(b)  the Registration Statement and the documents incorporated by reference
     therein;

(c)  the Prospectus and the documents incorporated by reference therein;

(d)  a form of the Securities as executed by the Company; and

(e)  the documents delivered to you by the Company at the closing pursuant to
     the Underwriting Agreement, including copies of the Company's Restated
     Certificate of Incorporation and By-Laws, each as amended through December
     17, 2003 and July 31, 2003, respectively, certified by the Secretary of
     State of the State of Delaware and the corporate secretary of the Company,
     respectively.

In addition, I have reviewed the originals or copies certified or otherwise
identified to my satisfaction of all such corporate records of the Company and
such other instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and I have made such
investigations of law, as I have deemed appropriate as a basis for the opinions
expressed below.

          In rendering the opinions expressed below, I have assumed the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies. In addition, I have
assumed and have not verified the accuracy as to factual matters of each
document I have reviewed (including, without limitation, the accuracy of the
representations and warranties of the Company in the Underwriting Agreement).

          Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is my opinion that:

1.   The Company has been duly incorporated, is validly existing as a
     corporation in good standing under the laws of the jurisdiction of its
     incorporation, has the corporate power and authority to own or lease its
     property and to conduct its business as described in the Prospectus,
     including the documents incorporated by reference, and is duly qualified to
     transact business and is in good standing in each jurisdiction in which the
     conduct of its business or its ownership or leasing of property requires
     such qualification, except to the extent that the failure to be so
     qualified or be in good standing would not have a material adverse effect
     on the Company and its subsidiaries, taken as a whole.

2.   Each significant subsidiary, as defined in accordance with Regulation S-X
     promulgated under the Securities Act, ("Subsidiary") of the Company has
     been duly incorporated, is validly existing as a corporation in good
     standing under the laws of the jurisdiction of its incorporation, has the
     corporate power and authority to own or lease its property and to conduct
     its business as described in the Prospectus, including the documents
     incorporated by reference, and is duly qualified to transact business and
     is in good standing in each jurisdiction in which the conduct of its
     business or its ownership or leasing of property requires such
     qualification, except to the extent that the failure to be so incorporated
     or qualified or be in good standing would not have a material adverse
     effect on the Company and its subsidiaries, taken as a whole.

3.   The authorized capital stock of the Company conforms as to legal matters to
     the description thereof contained in the Prospectus.

4.   The shares of Common Stock outstanding on the Closing Date have been duly
     authorized and are validly issued, fully paid and non-assessable.

5.   The Securities have been duly authorized and executed by the Company and,
     when executed and delivered to and paid for by the Underwriters in
     accordance with the terms of the Underwriting Agreement, will be validly
     issued, fully paid and non-assessable and will not be subject to preemptive
     or other similar rights of any security holder of the Company.

6.   The Underwriting Agreement has been duly authorized, executed and delivered
     by, and is a valid and binding agreement of, the Company, enforceable in
     accordance with its terms, subject to applicable bankruptcy, insolvency or
     similar laws affecting creditors' rights generally and general principles
     of equity and except as rights to indemnification and contribution under
     the Underwriting Agreement may be limited under applicable law.

7.   The execution and delivery by the Company of, and the performance by the
     Company of its obligations under, the Underwriting Agreement, and the
     consummation of the transactions or actions contemplated by the Prospectus
     will not contravene any provision of applicable law or the Restated
     Certificate of Incorporation or By-Laws, each as amended, of the Company
     or, to the best of my knowledge, any agreement or other instrument binding
     upon the Company or any of its Subsidiaries that is material to the Company
     and its subsidiaries, taken as a whole, or, to the best of my knowledge,
     any judgment, order or decree of any governmental body, agency or court
     having jurisdiction over the Company or any Subsidiary.

8.   I do not know of any legal or governmental proceedings pending or
     threatened to which the Company or any of its Subsidiaries is a party or to
     which any of the properties of the Company or any of its Subsidiaries is
     subject other than proceedings fairly summarized in all material respects
     in the Prospectus, including the documents incorporated by reference, and
     proceedings which I believe are not likely to have a material adverse
     effect on the Company and its subsidiaries, taken as a whole, or on the
     power or ability of the Company to perform its obligations under the
     Underwriting Agreement and to consummate the transactions contemplated by
     the Prospectus.

          Insofar as the foregoing opinions relate to the validity, binding
effect or enforceability of any agreement or obligation of the Company, (a) I
have assumed that each other party to such agreement or obligation has satisfied
those legal requirements that are applicable to it to the extent necessary to
make such agreement or obligation enforceable against it, and (b) such opinions
are subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity.

          The foregoing opinions are limited to the federal law of the United
States of America and the law of the State of New York, and, where necessary,
the corporate laws of the State of Delaware.

          I am furnishing this opinion letter to you, as Representatives, solely
for the benefit of the Underwriters in connection with the offering of the
Securities. This opinion letter is not to be used, circulated, quoted or
otherwise referred to for any other purpose.

                                                              Very truly yours,



                                                              Nicholas J. Camera




                                                                       EXHIBIT B

                                                               December 16, 2003

UBS Securities LLC
Citigroup Global Markets Inc.
J. P. Morgan Securities Inc.
As Representatives of the Underwriters
c/o UBS Securities LLC
299 Park Avenue
New York, New York  10171-0026

Ladies and Gentlemen:

          This letter is being delivered to you in connection with a proposed
Underwriting Agreement (the "Underwriting Agreement") between The Interpublic
Group of Companies, Inc., a Delaware corporation (the "Company") and each of you
as representatives of a group of Underwriters named therein, whereby the
Underwriters have agreed to purchase up to 25,758,160 shares (the "Securities")
of the Company's common stock, $0.10 par value per share (the "Common Stock") of
the Company pursuant to the Underwriting Agreement.

          In order to induce you and the other Underwriters to purchase the
Securities pursuant to the Underwriting Agreement, the undersigned will not,
without the prior written consent of UBS Securities LLC, Citigroup Global
Markets Inc. and J.P. Morgan Securities, offer, sell, contract to sell, pledge
or otherwise dispose of, or file (or participate in the filing of) a
registration statement with the U.S. Securities and Exchange Commission in
respect of, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the U.S. Securities and Exchange Commission promulgated thereunder with respect
to, any shares of capital stock of the Company or any securities convertible or
exercisable or exchangeable for such capital stock, or publicly announce an
intention to effect any such transaction, for a period of 90 days after the date
of the Underwriting Agreement.

          Notwithstanding the foregoing, the undersigned may offer, sell,
contract to sell, pledge or otherwise dispose of (or enter into any transaction
that is designed to result in the disposition of) Common Stock or any securities
which are convertible into, exercisable, or exchangeable for Common Stock (i) as
a bona fide gift, (ii) to any trust, family partnership or similar entity for
the direct or indirect benefit of the undersigned, provided that trust,
partnership or similar entity agrees to be bound by the restrictions set forth
herein or (iii) to effect a cashless exercise of options to purchase Common
Stock that are outstanding on the date of this letter or hereafter granted under
the Company's existing stock incentive plans. The undersigned may also
participate in the filing of any registration statement that the Company is
permitted to file (or participate in the filing of) under Section 4(i) of the
Underwriting Agreement.


          If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall likewise be terminated.

                                                    Very truly yours,

                                                    By:
                                                        ------------------------
                                                        Name:
                                                        Title:



                                                                       EXHIBIT C

                 Directors Subject To The Obligation To Deliver
                    A Lock-Up Letter In The Form Of Exhibit B

David Bell

Frank J. Borelli

Reginald K. Brack

Jill M. Considine

Christopher Coughlin

John J. Dooner, Jr.

Richard A. Goldstein

H. John Greeniaus

Michael I. Roth

J. Phillip Samper