THE INTERPUBLIC GROUP OF COMPANIES, INC.
                 1997 PERFORMANCE INCENTIVE PLAN
 
Section 1. Purpose.
 
        The purposes of the Plan are to promote the interests of the
Company and its shareholders, and further align the interests of
shareholders and Eligible Employees, by
 
         (a)  attracting, retaining, and motivating
        outstanding individuals as Eligible Employees;
 
         (b)  providing Eligible Employees with
        incentives tied to the achievement of business, financial,
        and strategic objectives of the Company and its Subsidiaries
        and Affiliates; and
 
         (c)  providing Eligible Employees with
        equity-based incentives and subsequent equity ownership
        opportunities, including incentives and opportunities tied
        to the Company's Common Stock.
 
Section 2.  Definitions.
 
Unless the context clearly indicates otherwise, the following
terms, when used in the Plan in capitalized form, shall have the
meanings set forth below:
 
"Affiliate" means any corporation or other entity (other than the
Company or one of its Subsidiaries) in which the Company directly
or indirectly owns at least forty percent (40%) of the combined
voting power of all classes of stock of the entity or at least
forty percent (40%) of the ownership interests in the entity.
 
"Award" means any grant or award under the Plan, as evidenced in
a written document delivered to a Participant as provided in
Section 14(a) hereof.
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"Board" means the Board of Directors of the Company.
 
"Change of Control" means the occurrence of any of the following
events:
 
        (a)  any person (within the meaning of Sections 13(d) and
14(d) of the Exchange Act), other than the Company or any of its
Subsidiaries, becomes the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of thirty percent (30%) or
more of the combined voting power of the Company's then
outstanding voting securities; or
 
        (b)  a tender offer or exchange offer (other than an offer
by the Company), pursuant to which twenty percent (20%) or more
of the then outstanding shares of Common Stock were purchased,
expires; or
 
        (c)  the stockholders of the Company approve an agreement to
merge or consolidate with another corporation and the surviving
corporation is neither the Company nor a corporation that was,
prior to the merger or consolidation, a subsidiary of the
Company; or
 
        (d)  the stockholders approve an agreement (including a plan
of liquidation) to sell or otherwise to dispose of all or
substantially all of the Company's assets; or
 
        (e)  during any period of two consecutive years, individuals
who, at the beginning of such period, constituted the Board cease
for any reason to constitute at least a majority thereof, unless
the election or the nomination for the election by the Company's
stockholders of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were
directors at the beginning of the period.
 
"Code" means the Internal Revenue Code of 1986, as amended.
 
"Committee" means the committee established by the Board pursuant
to Section 3 hereof.
 
"Common Stock" means the Company's $.1O par value common stock.
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"Company" means The Interpublic Group of Companies, Inc.
 
"Corporate Transaction" means any stock split, stock dividend,
extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange
of shares, warrants or rights offering to purchase Common Stock
at a price substantially below fair market value, or other
similar event.
 
"Disability" means long-term disability as defined under the
terms of the Company's applicable long-term disability plans or
policies.
 
"Dividend Equivalent" means an Award, granted in accordance with
the provisions of Section 12 hereof, that provides for payments
equivalent in amount to the dividends on Shares. 
 
"Eligible Employee" means any employee of the Company, its
Subsidiaries, or its Affiliates determined by the Committee to be
responsible for, or able to contribute to, the growth,
profitability, and success of the Company. However, this term
does not include directors who are not employees of such
entities.
 
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
 
"Executive Officer" means those persons who are officers of the
Company within the meaning of Rule 16a-l(f) of the Exchange Act.
 
"Incentive Stock Option" or "ISO" means an Option intended to
meet the requirements of Section 422 of the Code.
 
"Management Incentive Compensation Performance Award" or "MICP
Award" means an Award granted under Section 10 hereof and payable
wholly in cash, wholly in Shares, or partly in cash and partly in
Shares in accordance with the terms of the Award.
 
"Nonstatutory Stock Option" means an Option that is not intended
to be an Incentive Stock Option.
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"Option" means the right to purchase the number of Shares
specified by the Committee, at a price and during a term fixed by
the Committee in accordance with the Plan and subject to any
other limitations and restrictions (required by law or otherwise)
as the Plan and the Committee shall impose.
 
"Participant" means an Eligible Employee selected by the
Committee to receive an Award under the Plan.
 
"Performance Period" means a period during which an Award of
Performance Units is subject to forfeiture.  The Performance
Period that applies to an Award made to a Participant may overlap
or coincide with the Performance Period that applies to another
Award made to that Participant.  The duration of a Performance
Period shall not be less than one year.
 
"Performance Units" means any Award of a contractual right
granted under Section 9 hereof to receive cash or Shares that
becomes vested upon the attainment, in whole or in part, of
performance objectives determined by the Committee.
 
"Phantom Shares" means an Award of a contractual right granted
under Section 8 hereof to receive cash or Shares payable in
accordance with the terms of the Award.
 
"Plan" means The Interpublic Group of Companies, Inc. 1997
Performance Incentive Plan, set forth herein, and as it may be
amended from time to time.
 
"Plan Year" means the calendar year.
 
"Restricted Period" means a period during which an Award of
Restricted Stock is subject to forfeiture.  The Restricted Period
that applies to an Award made to a Participant may overlap or
coincide with the Restricted Period that applies to another Award
made to that Participant.  The duration of a Restricted Period
shall not be less than one year; provided that a Restricted
Period may terminate before the expiration of one year, pursuant
to Section 13 hereof, in connection with the termination of the
Participant's employment due to retirement, death, or Disability
or, pursuant to Section 14(d) hereof, by reason of a Change of
Control.
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"Restricted Stock" means any Award of Common Stock granted under
Section 7 hereof that becomes vested and nonforfeitable upon the
attainment, in whole or in part, of conditions established by the
Committee.
 
"Shares" means shares of Common Stock.
 
"Stock Appreciation Right" means a contractual right granted
under Section 6 hereof to receive cash, Shares, or a combination
thereof.
 
"Subsidiary" means a subsidiary of the Company that meets the
definition of a "subsidiary corporation" in Section 424(f) of the
Code.
 
Section 3.  Administration.
 
        (a) The Committee.  The Plan shall be administered by a
committee (the "Committee") that satisfies the requirements of
Rule 16b-3 under the Exchange Act.  Members of the Committee
shall be appointed by and shall serve at the pleasure of the
Board.  No member of the Committee shall be eligible to receive
an Award under the Plan.
 
        (b) Committee Powers.  The Committee shall have and may
exercise all of the powers granted to it by the provisions of the
Plan.  Subject to the express provisions and limitations of the
Plan, the Committee may adopt such rules, regulations, and
procedures as it deems advisable for the conduct of its affairs,
and may appoint one of its members to be its chairman and any
person, whether or not a member, to be its secretary or agent. 
The Committee shall have full authority to direct the proper
officers of the Company to issue or transfer Shares pursuant to
the issuance or exercise of an Award under the Plan.
 
        (c) Committee Action.  The Committee may act at a duly
called meeting by the vote of a majority of its members or
without a meeting by unanimous written consent.  The decisions of
the Committee shall be final and binding unless otherwise
determined by the Board.  Each member of the Committee and each
member of the Board shall be without liability, to the fullest
extent permitted by law, for any action taken or determination
made in good faith in connection with the Plan.
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        (d) Awards.  Subject to the provisions of the Plan, the
Committee shall have the authority to grant the following Awards:
 
         (a) Options,
 
         (b) Stock Appreciation Rights,
 
         (c) Restricted Stock,
 
         (d) Phantom Shares,
 
         (e) Performance Units, 
 
         (f) Management Incentive Compensation
         Performance Awards,
 
         (g) Shares in Lieu of Cash, and
 
         (h) Dividend Equivalents.
 
        (e) Participants. Subject to the provisions of the Plan, the
Committee shall have the authority to designate the Eligible
Employees who shall receive Awards and to determine the nature
and size of the Award that an Eligible Employee shall receive.
 
        (f) Delegation.  If the Committee deems it advisable, the
Committee may delegate its authority under this Section 3 to
persons other than its members to the extent permitted by
applicable law, except that no such delegation shall be permitted
with respect to the participation in the Plan of persons who are
subject to Section 16 of the Exchange Act.  Any person to whom
the Committee delegates its authority under this Section 3 may
receive Awards only if the Awards are granted directly by the
Committee without delegation.
 
Section 4.  Maximum Amount Available for Awards.
 
        (a) Basic Limitation. Subject to the provisions of
subsections (b) through (f) of this Section 4, the maximum number
of Shares in respect of which Awards may be granted in any Plan
Year is 1.85% of the total number of Shares issued and
outstanding on the first day of that Plan Year, including Shares
held in the Company's treasury.  
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        (b) Additional Shares.  In addition to the Shares authorized
by Section 4(a) hereof, the following Shares may be the subject
of Awards under the Plan:
 
         (1) Carryovers. If the maximum number of Shares in
        respect of which Awards may be granted in any Plan Year
        pursuant to this Section 4 (the "Maximum Shares") exceeds
        the number of Shares in respect of which Awards are granted
        in that Plan Year (the "Covered Shares"), Shares equal to
        the excess of the Maximum Shares over the Covered Shares
        ("Unused Shares") shall be added to the Shares otherwise
        available for Awards in the immediately following Plan Year. 
        Unused Shares may be carried over to each subsequent Plan
        Year in succession to the extent that Awards are not granted
        in respect of the Unused Shares.  
 
         (2) Surrender of Shares.  If a Participant tenders, or
        has withheld, Shares in payment of all or part of the option
        price under an Option granted under the Plan, or in
        satisfaction of withholding tax obligations, the Shares
        tendered by the Participant or so withheld shall become
        available for Awards.
 
         (3) Forfeiture of Shares.  If Shares that are issued
        under the Plan are subsequently forfeited (or if an Award
        with respect to Shares is forfeited) in accordance with the
        terms of the Award, the forfeited Shares shall immediately
        become available for Awards.
 
         (4) Payment of Cash in Lieu of Shares.  To the extent
        that cash is paid pursuant to an Award in lieu of Shares,
        the Shares covered by the Award shall become available for
        Awards.
 
         (5) MICP Awards.  The Shares authorized by the
        preceding provisions of this Section 4 shall not be
        available for distribution under Section 10 hereof. 
        However, in addition to the Shares available under the
        preceding provisions of this Section 4, the excess of (A)
        600,000 Shares over (B) the number of Shares previously
        distributed under The Interpublic Group of Companies, Inc.
        Management Incentive Compensation Plan, as approved by the
        Company's shareholders on May 16, 1995, shall be authorized
        for distribution under Section 10 hereof.
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        (c) Aggregate Limitations on Restricted Stock and ISOs. 
Subject to the adjustment provisions of Section 4(f) hereof, not
more than 25% of the Shares in respect of which Awards may be
granted in any Plan Year (disregarding Shares that may be
distributed pursuant to Section 4(b)(5) hereof) may be the
subject of Awards of Restricted Stock, and no more than 200,000
Shares may be the subject of ISOs that are granted in any Plan
Year.
 
        (d) Individual Limitations on Options and Stock Appreciation
Rights.  Subject to the adjustment provisions in Section 4(f)
hereof, an individual Participant may not receive, in any Plan
Year, Options and Stock Appreciation Rights with respect to more
than 250,000 Shares.
 
     (e) Shares Available for Issuance.  Shares of Common Stock
may be made available from the authorized but unissued Shares
or from Shares held in the Company's treasury and not reserved
for some other purpose.  If an Award is payable solely in cash,
no Shares shall be deducted from the number of Shares available
for issuance under this Section 4 by reason of that Award.  
 
     (f) Adjustment for Corporate Transactions.   If the
Committee determines that any Corporate Transaction affects the
Common Stock such that an adjustment is required to preserve,
or to prevent enlargement of, the benefits or potential
benefits available under the Plan, the Committee may, in such
manner as the Committee deems equitable, adjust any or all of 
 
          (1) the number and kind of shares that thereafter may
     be made the subject of Awards, 
 
          (2) the number and kinds of shares that are subject
     to outstanding Awards, and 
 
          (3) the grant, exercise, or conversion price with
     respect to any of the foregoing.  
 
Any Shares received as a result of a Corporate Transaction
affecting Restricted Stock shall have the same status, be
subject to the same restrictions, and bear the same legend as
the Restricted Stock with respect to which the Shares were
issued.  Additionally, the Committee may make provisions for a
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cash payment to a Participant or other person holding an
outstanding Award.  However, the number of shares subject to
any Award shall always be a whole number.
 
Section 5.  Stock Options.
 
     (a) Grant.  The Committee shall have the authority to
grant both Incentive Stock Options and Nonstatutory Stock
Options; provided that Incentive Stock Options may not be
granted to any Eligible Employee who is not an employee of the
Company or one of its Subsidiaries at the time of grant.
 
     (b) Exercise Price.  The Committee shall establish the
exercise price at the time each Option is granted, which price
shall not be less than 100% of the fair market value of the
Shares subject to the Option on the date of grant.
 
     (c) Exercise.  Each Option shall be exercised at such
times and subject to such terms and conditions as the Committee
may specify in the applicable Award or thereafter; provided
that unless the Option becomes vested earlier pursuant to
Section 13 or 14(d) hereof, an Option may not be exercised in
whole or in part during the twelve-month period commencing with
the date on which the Option was granted.  The Committee may
impose such conditions on the exercise of Options as it
determines to be appropriate, including, without limitation,
conditions relating to the application of federal or state
securities laws.  No Shares shall be delivered pursuant to any
exercise of an Option unless arrangements satisfactory to the
Committee have been made to assure full payment of the exercise
price therefor.  Without limiting the generality of the
foregoing, payment of the exercise price may be made in cash
or, if and to the extent permitted by the Committee, by
exchanging Shares owned, or the ownership of which is attested
to, by the optionee (which are not the subject of any pledge or
other security interest and which are fully vested), or by a
combination of the foregoing, provided that the combined value
of all cash and the fair market value of any Shares tendered to
the Company, valued as of the date of such tender, is at least
equal to the exercise price.
 
     (d) Term.  An Option shall be exercisable for a term
determined by the Committee, which shall not be longer than ten
years from the date on which the Option is granted.
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     (e) Termination of Employment.  An Option shall be
exercisable following the termination of a Participant's
employment to the extent determined pursuant to Sections 13 and
14(d) hereof, provided that 
 
          (1) If the Participant's employment terminates due to
     the Participant's retirement with the approval of the
     Company, the Participant (or, following the Participant's
     death, the Participant's beneficiary or personal
     representative) may exercise any Option held by the
     Participant at the time of such termination, to the extent
     such Option is vested in accordance with the terms of the
     Option and Sections 13 and 14(d) hereof, for a period of
     three years following such termination (but not after the
     date the Option otherwise expires).
 
          (2) If the Participant's employment terminates due to
     the Participant's death or Disability, the Participant
     (or, following the Participant's death, the Participant's
     beneficiary or personal representative) may exercise any
     Option held by the Participant at the time of such
     termination, to the extent such Option is vested in
     accordance with the terms of the Option and Sections 13
     and 14(d) hereof, for a period of one year following such
     termination (but not after the date the Option otherwise
     expires). 
 
          (3) If the Participant's employment terminates for
     any reason not described in Section 5(e)(1) or (2) hereof,
     the Participant (or, following the Participant's death,
     the Participant's beneficiary or personal representative)
     may exercise any Option held by the Participant at the
     time of such termination, to the extent such Option is
     vested in accordance with the terms of the Option and
     Sections 13 and 14(d) hereof, for a period of three months
     following such termination (but not after the date the
     Option otherwise expires).
 
Section 6.  Stock Appreciation Rights.
 
     (a) Grant.  The Committee shall have the authority to
grant Stock Appreciation Rights in tandem with an Option, in
addition to an Option, or freestanding and unrelated to an
Option.  If a Stock Appreciation Right is granted in tandem
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with an Option, the Stock Appreciation Right and the related
Option shall provide alternative rights, so that a Participant
may not exercise both the Stock Appreciation Right and the
Option with respect to a Share covered by both the Option and
the related Stock Appreciation Right.  Stock Appreciation
Rights granted in tandem or in addition to an Option may be
granted either at the same time as the Option or at a later
time.  Stock Appreciation Rights shall not be exercisable after
the expiration of ten years from the date of grant and shall
have a base price determined in the same manner as, and subject
to the same conditions that apply with respect to, the exercise
price for an Option under Section 5(b) hereof; provided that if
a Stock Appreciation Right is granted in tandem with a
previously granted Option, the base price for the Stock
Appreciation Right may be equal to the exercise price for such
Option.
 
     (b) Exercise.  Each Stock Appreciation Right shall be
exercised at such times and subject to such terms and
conditions as the Committee may specify in the applicable Award
or thereafter; provided that unless the Stock Appreciation
Right becomes vested earlier pursuant to Section 13 or 14(d)
hereof, a Stock Appreciation Right may not be exercised in
whole or in part during the twelve-month period commencing with
the date on which the Stock Appreciation Right was granted.  A
Stock Appreciation Right shall entitle the Participant to
receive from the Company an amount equal to the excess of the
fair market value of a Share on the date of exercise of the
Stock Appreciation Right over the base price thereof.  Subject
to Sections 13 and 14(d) hereof, the Committee shall determine
the time or times at which or the event or events upon which a
Stock Appreciation Right may be exercised in whole or in part,
the method of exercise and whether such Stock Appreciation
Right shall be settled in cash, Shares, or a combination of
cash and Shares; provided that unless otherwise specified by
the Committee at or after grant, a Stock Appreciation Right
granted in tandem with an Option shall be exercisable at the
same time or times as the related Option is exercisable.
 
     (c) Termination of Employment.  A Stock Appreciation Right
shall be exercisable following the termination of a
Participant's employment to the extent determined pursuant to
Sections 13 and 14(d) hereof and for periods identical with
those prescribed for Options under Section 5(e) hereof.
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Section 7.  Restricted Stock.
 
     (a) Grant. Each Share of Restricted Stock shall be subject
to the following terms and conditions, and to such additional
terms and conditions as the Committee shall deem appropriate;
provided that none of these additional terms and conditions
shall be more favorable to a Participant than the terms and
conditions set forth herein.
 
     (b) Rights of Participant.  A Participant to whom
Restricted Stock has been granted shall have absolute ownership
of such shares, including the right to vote the same and to
receive dividends thereon, subject to the terms, conditions,
and restrictions described in the Plan and in the Award. 
 
     (c) Restrictions.  Until the restrictions set forth in
this subsection (c) shall lapse, Restricted Stock shall be
subject to the following conditions:
 
          (1) Restricted Stock shall not be sold, assigned,
     transferred, pledged, hypothecated, or otherwise disposed
     of; and
 
          (2) if the Participant ceases to be an Employee for
     any reason, except as provided in Sections 13 and 14(d)
     hereof, any Restricted Stock that had been delivered to,
     or held in custody for, the Participant shall be returned
     to the Company forthwith, accompanied by any instrument of
     transfer requested by the Company, and all of the rights
     of the Participant with respect to such Shares shall
     immediately terminate without any payment of consideration
     by the Company.
 
     (d) Lapse of Restrictions.  Unless the Restricted Stock
vests earlier pursuant to Section 13 or 14(d) hereof, the
restrictions set forth in Section 7(c) hereof shall lapse at
the end of the Restricted Period.
 
     (e) Agreement by Participant Regarding Withholding Taxes. 
Each Participant who receives Restricted Stock shall agree
that, subject to the provisions of Section 7(c) hereof:
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          (1) no later than the date of the lapse of the
     restrictions set forth in Section 7(c) hereof (and any
     additional restrictions set forth in the Award of the
     Restricted Stock), the Participant will pay to the
     Company, or make arrangements satisfactory to the
     Committee regarding payment of, any taxes of any kind
     required by law to be withheld with respect to the
     Restricted Stock, and
 
          (2) the Company and its Subsidiaries and Affiliates
     shall, to the extent permitted by law, have the right to
     deduct from any payments of any kind otherwise due to the
     Participant any taxes of any kind required by law to be
     withheld with respect to the Restricted Stock.
 
A Participant may irrevocably elect to have any withholding tax
obligation satisfied by 
 
          (A) having the Company withhold shares otherwise
     deliverable to the Participant in connection with the
     Award of Restricted Stock, or 
 
          (B) delivering to the Company such Restricted Stock
     or delivering to the Company other Shares; 
 
provided that the Committee may, in its sole discretion,
disapprove any such election.
 
     (f) Tax Assistance Payments.  When the restrictions set
forth in Section 7(c) hereof, or in the Award of the Restricted
Stock, lapse, the Committee may, in its discretion, direct the
Company to make cash payments to assist the Participant in
satisfying his income tax liability with respect to the
Restricted Stock.  Such payments may be made only to those
Participants whose performance the Committee determines to have
been fully satisfactory between the date on which the
Restricted Stock were granted and the date on which such
restrictions lapse.  The Committee may, in its discretion,
estimate the amount of the income tax liability in accordance
with methods or criteria uniformly applied to Participants
similarly situated, without regard to the individual
circumstances of a particular Participant.
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     (g) Election to Recognize Gross Income in Year of Grant. 
If a Participant properly elects, within 30 days of the date of
grant of Restricted Stock, to include in gross income for
federal income tax purposes an amount equal to the fair market
value of the Shares awarded on the date of grant, he shall make
arrangements satisfactory to the Committee to pay in the year
of such grant any taxes required to be withheld with respect to
such Shares.  If he fails to make the payments, the Company and
its Subsidiaries and Affiliates shall, to the extent permitted
by law, have the right to deduct from any payments of any kind
otherwise due to the Participant any taxes of any kind required
by law to be withheld with respect to the Shares.
 
     (h) Restrictive Legends; Certificates May Be Held in
Custody.  Certificates evidencing Restricted Stock shall bear
an appropriate legend referring to the terms, conditions, and
restrictions described in the Plan and in the instrument
evidencing the grant of the Restricted Stock.  Any attempt to
dispose of Restricted Stock in contravention of the terms,
conditions, and restrictions described in the Plan or in the
instrument evidencing the grant of the Restricted Stock shall
be ineffective.  The Committee may require that the
certificates evidencing such shares be held in custody by a
bank or other institution, or that the Company itself hold such
shares in custody, until the restrictions thereon have lapsed.
 
     (i) Foreign Laws.  Notwithstanding any provisions of the
Plan to the contrary, if Restricted Stock is to be awarded to a
Participant who is subject to the laws, including but not
limited to the tax laws, of any country other than the United
States, the Committee may, in its discretion, direct the
Company to sell, assign, or otherwise transfer the Restricted
Stock to a trust or other entity or arrangement, rather than
grant the Restricted Stock directly to the Participant.
 
Section 8.  Phantom Shares.
 
     (a) Grant.  The Committee shall have the authority to
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determine the number of Phantom Shares to be granted to a
Participant and the other terms and conditions of the Phantom
Shares.  
 
     (b) Payment.  Each Phantom Share shall represent the right
of the Participant to receive an amount determined by the
Committee based on the achievement of performance goals,
established by the Committee, relating to the fair market
value, book value, or formula value of an equity interest in
the Company, an Affiliate, or a Subsidiary (or any combination
thereof).  Payment of the value of a Phantom Share shall be in
cash, Shares, or both, as determined by the Committee and shall
be made at such time and in such manner as the Committee shall
determine.
 
     (c) Conditions.  Each Award of Phantom Shares shall be
subject to such terms and conditions as the Committee shall
establish, including conditions comparable to those provided in
Section 7 or 9 hereof.  Unless the Phantom Shares vest earlier
pursuant to Section 13 or 14(d) hereof, Phantom Shares shall
not be vested during the twelve-month period commencing on the
date on which the Phantom Shares are granted. 
 
     (d) Termination of Employment.  The rights of a
Participant with respect to an Award of Phantom Shares
outstanding at the time of the termination of the Participant's
employment shall be governed by Sections 13 and 14(d) hereof. 
 
Section 9.  Performance Units.
 
     (a)  Grant.  The Committee shall have the authority to
determine the number of Performance Units to be granted to a
Participant and the other terms and conditions of the
Performance Units.  The Performance Units shall become vested
upon the determination by the Committee that the performance
objectives established by the Committee for the Performance
Units have been attained, in whole or in part.  Payment (if
any) with respect to a Performance Unit shall be made as soon
as administratively practicable after the conclusion of the
applicable Performance Period.  An individual Participant may
not participate in more than four Performance Periods at any
one time.  
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     (b) Performance Objectives.  The performance objectives
shall relate to the achievement of performance objectives
relating to one or more of the following criteria: 
 
          (1)  cumulative compound operating profit growth; 
 
          (2)  total return to shareholders; 
 
          (3)  return on equity; 
 
          (4)  increase in revenue; 
 
          (5)  net operating income;
 
          (6)  cash flow; or
 
          (7)  any other criteria selected by the Committee;
               provided that any such other criteria shall not
               apply to an Award to a "covered employee" within
               the meaning of Section 162(m)(3) of the Code.
 
The performance objectives may relate to the performance of (A)
the Company, (B) a Subsidiary, (C) an Affiliate, (D) a division
or unit of the Company, any Subsidiary, or any Affiliate, (E)
an office, group of agencies, or all or part of any agency
system, (F) the Participant, or (G) any combination of the
foregoing, over a Performance Period established by the
Committee, as measured either in absolute terms or in
comparison with the performance of other companies.  Partial
achievement of the objective(s) may result in a payment
corresponding to the degree of achievement.
 
     (c) Maximum Payment.  The maximum amount that may be paid
to any Participant in respect of an Award of Performance Units
shall be $3.5 million for a four-year Performance Period.  If
the Performance Period is longer or shorter than four years,
the $3.5 million limit shall be proportionately increased or
reduced to reflect the length of the Performance Period. 
Payment may be made in cash, in Shares, or both, as determined
by the Committee.
 
     (d) Termination of Employment.  The rights of a
Participant with respect to an Award of Performance Units
outstanding at the time of the termination of the Participant's
employment shall be governed by Sections 13 and 14(d) hereof.
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     (e) Interpretation.  Notwithstanding any other provision
of this Section 9 to the contrary, if an Award of Performance
Units is intended at the time of grant to be "other
performance-based compensation" within the meaning of Section
162(m)(4)(C) of the Code, and if the Committee's authority to
exercise any discretion under this Section 9 with respect to
the Award would cause the Award to fail to qualify as "other
performance-based compensation," the Committee shall not be
entitled to exercise such discretion with respect to that
Award. 
 
Section 10.  Management Incentive Compensation Performance
Awards
 
     (a) Incentive Fund Determination.  MICP Awards may be made
in the sole discretion of the Committee except that the fund
available for such Awards with respect to any one Plan Year may
not exceed 5% of the amount by which the consolidated income
(excluding extraordinary gains and income taxes applicable
thereto) before income taxes of the Company and its
subsidiaries on a worldwide basis, adjusted for all
extraordinary losses after income tax effects, and before
provision for such incentive compensation, exceeds 15% of the
average equity capital of the Company in the Plan Year
immediately preceding the Plan Year with respect to which the
Awards are made (the "Preceding Year").
 
     For purposes of this Section 10(a), average equity capital
shall be determined by averaging equity capital as at the first
business day of the Preceding Year, the last day of June, and
the last day of December of the Preceding Year (assuming
conversion of all outstanding convertible debentures).
 
     No MICP Award shall be made unless the Award is approved
by the Committee in its sole discretion.
 
     (b)  Determination of MICP Amounts.  The Committee shall
consider one or more of the following factors in determining
the amount of the MICP Awards:
 
          (1)  Achievement of the annual worldwide business
               plan adopted by the Company
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          (2)  Contribution to clients' business
 
               (A)  Improvement in the quality of work produced
 
               (B)  Improvement in efficiency
 
          (3)  Financial factors
 
               (A)  Operating margin
 
               (B)  Level of or growth in revenue
 
               (C)  Level of or growth in operating profit
 
          (4)  Individual performance
 
     (c)  Maximum Individual MICP Awards.  The maximum
individual MICP Award permitted, with respect to any Plan Year,
is $2,000,000.
 
     (d)  Form and Timing of MICP Awards.  The Committee shall
be responsible for determining the form and timing of MICP
Awards under the Plan.  In its discretion, the Committee may
make any Award wholly in cash, wholly in Shares, or partly in
cash and partly in Shares.  For purposes of Section 10(a)
hereof, any Shares awarded under this Section 10 shall be
valued by using the average closing price of the Shares on the
New York Stock Exchange on the last ten trading days of the
calendar month preceding the month in which the Shares are
awarded.
 
     Individual MICP Awards shall be paid on a current basis
except that, in any instance, the Committee may direct that up
to 75% of an individual's Award be paid on a deferred basis
subject to such terms and conditions as the Committee may
prescribe.  MICP Awards shall normally be made as soon as
possible after the end of each Plan Year.
 
Section 11.  Shares in Lieu of Cash.
 
     The Committee may grant Awards of Shares in lieu of all or
part of any compensation otherwise payable in cash to an
Eligible Employee by the Company or any Subsidiary or
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Affiliate.  If Shares are issued in lieu of cash, the number of
Shares to be issued shall be equal to the number of whole
Shares that have an aggregate fair market value (determined on
the date the cash otherwise would have been payable) equal to
or less than the amount of such cash.
 
Section 12.  Dividend Equivalents.
 
     The Committee may grant to a Participant, in connection
with any Award, Dividend Equivalents, which may be paid in
cash, in Shares, or both, and which may be paid on a current,
deferred, or contingent basis, as determined by the Committee
in its discretion.
 
Section 13.  Termination of Employment.
 
     If the Participant's employment terminates for any reason,
the Participant (or, following the Participant's death, the
Participant's beneficiary or personal representative) shall be
vested only in the portion of the Award (if any) in which the
Participant was vested immediately before the termination of
the Participant's employment except to the extent that the
Committee in its sole discretion determines otherwise. 
Notwithstanding the preceding sentence, and subject to Section
14(d) hereof, the Committee may not determine that an Award
shall be vested before the first anniversary of the date on
which the Award was granted unless the Participant's employment
terminated due to retirement, death, or Disability.
 
Section 14.  General Provisions.
 
     (a) Awards. Each Award hereunder shall be evidenced in
writing.  The written terms of the Award shall be delivered to
the Participant and shall incorporate the terms of the Plan by
reference and specify the terms and conditions thereof and any
rules applicable thereto.
 
     (b) Withholding. The Company shall have the right to
deduct from all amounts paid to a Participant in cash (whether
under the Plan or otherwise) any taxes required by law to be
withheld in respect of Awards under the Plan.  In the case of
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any Award satisfied in the form of Common Stock, no Shares
shall be issued unless and until arrangements satisfactory to
the Company shall have been made to satisfy any withholding tax
obligations applicable with respect to such Award.  Without
limiting the generality of the foregoing and subject to such
terms and conditions as the Committee may impose, the Company
shall have the right to retain, or the Committee may, subject
to such terms and conditions as it may establish from time to
time, permit Participants to elect to tender, Common Stock
(including Common Stock issuable in respect of an Award) to
satisfy, in whole or in part, the amount required to be
withheld.
 
     (c) Nontransferability. Unless the Committee shall permit
(on such terms and conditions as it shall establish) an Award
to be transferred to a member of the Participant's immediate
family or to a trust, partnership, corporation, or similar
vehicle the parties in interest in which are limited to the
Participant and members of the Participant's immediate family
(collectively, the "Permitted Transferees"), no Award shall be
assignable or transferable except by will or the laws of
descent and distribution, and except to the extent required by
law, no right or interest of any Participant shall be subject
to any lien, obligation or liability of the Participant.  All
rights with respect to Awards granted to a Participant under
the Plan shall be exercisable during the Participant's lifetime
only by such Participant or, if applicable, the Permitted
Transferees.
 
     (d) Change of Control.  Upon the occurrence of a Change of
Control, all Awards then outstanding shall immediately become
fully vested.
 
     (e) No Right to Employment.  No person shall have any
claim or right to be granted an Award, and the grant of an
Award shall not be construed as giving a Participant the right
to be retained in the employ of the Company, any Subsidiary or
any Affiliate.  Further, the Company and each Subsidiary and
Affiliate expressly reserve the right at any time to dismiss a
Participant free from any liability, or any claim under the
Plan, except as provided herein or in any agreement entered
into with respect to an Award.
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     (f) No Rights to Awards; No Shareholder Rights.  No
Participant or Eligible Employee shall have any claim to be
granted any Award under the Plan, and there is no obligation of
uniformity of treatment of Participants and Eligible Employees. 
Subject to the provisions of the Plan and the applicable Award,
no person shall have any rights as a shareholder with respect
to any Shares of Common Stock to be issued under the Plan prior
to the issuance thereof.
 
     (g) Foreign Benefits.  The Committee may grant Awards to
Eligible Employees of the Company and its Subsidiaries and
Affiliates who reside in jurisdictions outside the United
States.  The Committee may adopt such supplements to the Plan
as may be necessary to comply with applicable laws of such
jurisdictions and to afford participants favorable treatment
under such laws; provided that no Award shall be granted under
any such supplement on the basis of terms or conditions that
are inconsistent with provisions of the Plan.
 
     (h) Amendment of Plan.  The Board or the Committee may
amend, suspend, or terminate the Plan or any portion thereof at
any time; provided that no amendment shall be made without
shareholder approval if (1) shareholder approval is required by
law or (2) if the amendment would increase the number of Shares
available for Awards under the Plan, except pursuant to Section
4(f) hereof.  Without the written consent of an affected
Participant, no termination, suspension, or modification of the
Plan shall adversely affect any right of such Participant under
the terms of an Award granted before the date of such
termination, suspension, or modification.
 
     (i) Application of Proceeds.  The proceeds received by the
Company from the sale of Shares under the Plan shall be used
for general corporate purposes.
 
     (j) Compliance with Legal and Exchange Requirements.  The
Plan, the grant and exercise of Awards thereunder, and the
other obligations of the Company under the Plan, shall be
subject to all applicable federal and state laws, rules, and
regulations, and to such approvals by any regulatory or
governmental agency as may be required.  The Company, in its
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<PAGE>
discretion, may postpone the grant and exercise of Awards, the
issuance or delivery of Shares under any Award or any other
action permitted under the Plan to permit the Company, with
reasonable diligence, to complete such stock exchange listing
or registration or qualification of Shares or other required
action under any federal or state law, rule, or regulation and
may require any Participant to make such representations and
furnish such information as it may consider appropriate in
connection with the issuance or delivery of Shares in
compliance with applicable laws, rules, and regulations.  The
Company shall not be obligated by virtue of any provision of
the Plan to recognize the exercise of any Award or otherwise to
sell or issue Shares in violation of any such laws, rules, or
regulations; and any postponement of the exercise or settlement
of any Award under this provision shall not extend the term of
such Awards, and neither the Company nor its directors or
officers shall have any obligation or liability to the
Participant with respect to any Award (or stock issuable
thereunder) that shall lapse because of such postponement.
 
     (k) Deferrals. The Committee may postpone the exercise of
Awards, the issuance or delivery of Shares, the payment of cash
under any Award, or any action permitted under the Plan to
prevent the Company or any of its Subsidiaries or Affiliates
from being denied an income tax benefit with respect to any
Award.  The Committee also may establish rules under which a
Participant may elect to postpone receipt of Shares or cash
under any Award.
 
     (l) Severability of Provisions.  If any provision of the
Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof,
and the Plan shall be construed and enforced as if such provi-
sion had not been included.
 
     (m) Incapacity.  Any benefit payable to or for the benefit
of a minor, an incompetent person, or other person incapable of
receipting therefor shall be deemed paid when paid to such
person's guardian or to the party providing or reasonably ap-
pearing to provide for the care of such person, and such
payment shall fully discharge any liability or obligation of
the Committee, the Board, the Company, and all other parties
with respect thereto.
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     (n) Rules of Construction.  Whenever used in the Plan,
words in the masculine gender shall be deemed to refer to
females as well as to males; words in the singular shall be
deemed to refer also to the plural; and references to a statute
or statutory provision shall be construed as if they referred
also to that provision (or to a successor provision of similar
import) as currently in effect, as amended, or as reenacted.
 
     (o) Headings and Captions.  The headings and captions
herein are provided for reference and convenience only, shall
not be considered part of the Plan, and shall not be employed
in the construction of the Plan.
 
     (p) Applicable Law.  The validity, construction,
interpretation, administration, and effect of the Plan and of
its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the
State of New York (without regard to its rules regarding choice
of law).
 
     (q) Effective Date.  The Plan shall become effective on
the date the Plan is approved by the Company's shareholders. 
No Awards may be granted under the Plan after the annual
meeting of the Company's shareholders in 2002; provided that
any Awards granted before such annual meeting shall continue in
effect thereafter in accordance with the terms of the Awards
and the Plan.  Upon shareholder approval of the Plan, no
further awards may be made under The Interpublic Group of
Companies, Inc. 1996 Stock Incentive Plan or under The
Interpublic Group of Companies, Inc. Management Incentive
Compensation Plan.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE INTERPUBLIC GROUP OF COMPANIES, INC.
 
                     1996 STOCK INCENTIVE PLAN
 
 
 
I.  ESTABLISHMENT OF THE PLAN.
 
         The Interpublic Group of Companies, Inc. (hereinafter
    called the "Corporation") hereby establishes The Interpublic
    Group of Companies, Inc. 1996 Stock Incentive Plan
    (hereinafter called the "Plan"), subject to the terms and
    conditions hereinafter stated.
 
 
II. PURPOSES OF THE PLAN.
 
    The purposes of the Plan are:
 
         (A)  To encourage stock ownership by key employees of
    the Corporation and its Subsidiaries so that they will have
    a proprietary interest in the Corporation;
 
         (B)  To provide an incentive for such employees to
    expand and improve the growth and prosperity of the
    Corporation and its Subsidiaries; and
 
         (C)  To assist the Corporation and its Subsidiaries in
    attracting and retaining key employees.
 
 
III. DEFINITIONS.
 
         Unless the context clearly indicates otherwise, the
    following terms, when used in the Plan, shall have the
    meanings set forth in this Article III.  Wherever used in
    the Plan, words in the masculine gender shall be deemed to
    refer to females as well as to males; words in the singular
    number shall be deemed to refer also to the plural number;
    and references to a statute or statutory provision shall be
    construed as if they referred also to that provision (or to
    a successor provision of similar import) as currently in
    effect, as amended or as reenacted.
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         (a)  "Award" means an Option or one or more Restricted
    Shares granted under the Plan.  Unless the context clearly
    indicates otherwise, the term "Award" shall include both
    Options and Restricted Shares.
 
         (b)  "Board" means the Board of Directors of the
    Corporation.
 
    (c)  "Change of Control" means the occurrence of any of
  the following events:
 
         (i)  Any person (within the meaning of Sections
    13(d) and 14(d) of the Securities Exchange Act of 1934
    (the "1934 Act")), other than the Corporation or any of
    its Subsidiaries, becomes the beneficial owner (within
    the meaning of Rule 13d-3 under the 1934 Act) of thirty
    percent (30%) or more of the combined voting power of
    the Corporation's then outstanding voting securities;
    or
 
         (ii)  A tender offer or exchange offer (other than
    an offer by the Corporation), pursuant to which shares
    of the Corporation's Common Stock were purchased,
    expires; or
 
         (iii)  The stockholders of the Corporation approve
    an agreement to merge or consolidate with another
    corporation and the surviving corporation is neither
    the Corporation nor a corporation that was, prior to
    the merger or consolidation, a subsidiary of the
    Corporation; or
 
         (iv)  The stockholders approve an agreement
    (including a plan of liquidation) to sell or otherwise
    to dispose of all or substantially all of the
    Corporation's assets; or
 
         (v)  During any period of two consecutive years,
    individuals who, at the beginning of such period,
    constituted the Board of Directors of the Corporation
    cease for any reason to constitute at least a majority
    thereof, unless the election or the nomination for the
    election by the Corporation's stockholders of each new
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<PAGE>
    director was approved by a vote of at least two-thirds
    of the directors then still in office who were
    directors at the beginning of the period.
 
    (d)  "Committee" means the committee established by the
  Board pursuant to Article IV hereof.
 
    (e)  "Common Stock" means shares of the Corporation's
  $.10 par value common stock.
 
    (f)  "Corporation" means The Interpublic Group of
  Companies, Inc.
 
    (g)  "Disability" means a condition that, in the
  judgment of the Committee, has rendered a Grantee completely
  and presumably permanently unable to perform any and every
  duty of his or her regular occupation.
 
    (h)  "Employee" means any common-law employee of the
  Corporation or Subsidiary, including an employee who is a
  director or officer.
 
    (i)  "Grantee" means an individual to whom an Award is
  granted under the Plan.
 
    (j)  "Option" means a right granted to purchase Common
  Stock under the Plan.
 
    (k)  "Plan" means The Interpublic Group of Companies,
  Inc. 1996 Stock Incentive Plan, as set forth herein and as
  amended from time to time.
 
    (l)  "Restricted Shares" means shares of Common Stock
  granted pursuant to Article IX hereof and subject to the
  restrictions and other terms and conditions set forth in the
  Plan and in the instrument evidencing the grant of the
  Restricted Shares.
 
    (m)  "Restriction Period" means a period beginning on
  the date on which Restricted Shares are granted and ending
  at the expiration of (i) four years from that date or (ii)
  any other date determined by the Committee in its discretion
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<PAGE>
  that occurs no sooner than one year from the date on which
  the Restricted Shares are granted.  The Committee may
  exercise its discretion pursuant to clause (ii) of the
  preceding sentence from time to time, either before or after
  the Restricted Shares are granted, and may exercise its
  discretion with respect to one or more Grantees but not with
  respect to others and with respect to certain Restricted
  Shares held by a Grantee but not with respect to others;
  provided, that after the Restricted Shares have been
  granted, the Committee may not defer the expiration of the
  Restriction Period applicable to such Restricted Shares.
 
    (n)  "Retirement" means retirement from the Corporation
  or a Subsidiary pursuant to the provisions of the
  Interpublic Retirement Account Plan (or, if applicable, the
  provisions of a pension plan of a Subsidiary), as amended
  from time to time.
 
    (o)  "Subsidiary" means a subsidiary of the Corporation
  that meets the definition of a "subsidiary corporation" in
  Section 424(f) of the Internal Revenue Code of 1986, as
  amended.
 
 
IV. ADMINISTRATION OF THE PLAN.
 
    The Plan shall be administered by a committee (the
  "Committee") of at least two directors each of whom is a
  "disinterested person" within the meaning of Rule 16b-3
  under the Securities Exchange Act of 1934, as amended. 
  Members of the Committee shall be appointed by and shall
  serve at the pleasure of the Board.  No member of the
  Committee shall be eligible to receive an Award under the
  Plan.
 
    The Committee shall have and may exercise all of the
  powers granted to it by the provisions of the Plan.  Subject
  to the express provisions and limitations of the Plan, the
  Committee may adopt such rules, regulations, and procedures
  as it deems advisable for the conduct of its affairs, and
  may appoint one of its members to be its chairman and any
  person, whether or not a member, to be its secretary or
  agent.  The Committee shall have full authority to direct
  the proper officers of the Corporation to issue or transfer
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  shares of the Corporation's Common Stock pursuant to the
  exercise of an Option granted under the Plan or in
  connection with the grant of Restricted Shares under the
  Plan.
 
    The Committee shall act by vote or written consent of a
  majority of its members.  The decisions of the Committee
  shall be final and binding unless otherwise determined by
  the Board.  Each member of the Committee and each member of
  the Board shall be without liability, to the fullest extent
  permitted by law, for any action taken or determination made
  in good faith in connection with the Plan.
 
 
V.  CAPITAL STOCK SUBJECT TO AWARDS.
  
  A.  Shares Available Under the Plan.
 
    The aggregate number of shares of Common Stock that may
  be issued pursuant to Awards granted under the Plan shall
  not exceed 25,000,000, which number of shares is subject to
  adjustment as hereinafter provided in Article XI.  Shares of
  Common Stock issued pursuant to Awards shall be provided
  from shares in the Corporation's treasury or from shares
  authorized but unissued.  If an Option as to any shares is
  surrendered before exercise, or expires or terminates for
  any reason without having been exercised in full, or for any
  other reason ceases to be exercisable, the number of
  unpurchased shares covered thereby shall become available
  for the granting of Awards under the Plan (unless the Plan
  has been terminated) within the aggregate maximum stated
  above.  Similarly, if any shares of Common Stock are
  returned to the Corporation pursuant to Paragraph B of
  Article IX or pursuant to restrictions set forth in the
  instrument evidencing the grant of Restricted Shares, such
  shares shall become available for the granting of Awards
  under the Plan (unless the Plan has been terminated) within
  the aggregate maximum stated above.
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  B.  Limitations On Awards.
 
    During the term of the Plan, Awards of Restricted
  Shares and Awards of Options to any Grantee shall not exceed
  in the aggregate 3,750,000 shares of Common Stock.
 
    During the term of the Plan, no more than forty percent
  (40%) of the shares of Common Stock reserved for issuance
  under Paragraph A of this Section V shall be available for
  Awards of Restricted Shares.
 
 
VI. ELIGIBILITY.
 
    The individuals eligible to receive Awards shall be
  those Employees who are not members of the Committee and who
  are determined by the Committee to be key employees of the
  Corporation and its Subsidiaries.
 
 
VII. DESIGNATION OF GRANTEES.
 
    Subject to the provisions of the Plan, the Committee
  shall determine from time to time which of those eligible
  Employees will be granted Awards under the Plan, how many
  shares of Common Stock may be purchased under each Option,
  and how many Restricted Shares may be granted pursuant to
  each grant of Restricted Shares.  In making such
  determinations, the Committee shall take into account the
  duties and responsibilities of each Employee, his or her 
  present and potential contributions to the growth and
  success of the Corporation or of a Subsidiary, and such
  other factors as the Committee shall deem consistent with
  the purposes of the Plan.  The Committee shall not be
  precluded from granting an Award to any eligible Employee
  solely because such Employee has previously received an
  Award under the Plan.  With respect to grants of Options to
  acquire 10,000 or fewer shares of Common Stock of the
  Corporation, and with respect   to awards of not more than
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  3,000 Restricted Shares, the Corporation's Management Human
  Resources Committee may exercise the powers of the Committee
  set forth in this Article, in the first paragraph of
  Paragraph D of Article VIII, and in the first sentence only
  of Section (m) of Article III, provided that no Option may
  be granted or Restricted Shares awarded by the Management
  Human Resources Committee to an individual who is subject to
  Section 16 of the Securities Exchange Act of 1934, as
  amended.
 
 
VIII. TERMS OF OPTIONS.
 
    Each Option granted under the Plan shall state that it
  shall not be treated as an incentive stock option for
  purposes of Section 422 of the Internal Revenue Code of
  1986, as amended from time to time, or any successor
  provision, and shall be subject to the following terms and
  conditions:
 
  A.  Number of Shares and Option Price.
 
    Each Option shall state the total number of shares of
  Common Stock to which it pertains.  The purchase price for
  shares subject to the Option shall be not less than one
  hundred percent (100%) of the fair market value of the
  Common Stock of the Corporation at the time such Option is
  granted.
 
  B.  Duration of Option.
 
    No Option shall be exercisable after the expiration of
  ten years from the date on which it is granted, or of such
  shorter term as the Committee may establish for any or all
  shares subject to such Option.  Except as provided in this
  Paragraph B, an Option shall terminate on the date on which
  the Grantee ceases to be employed by the Corporation or a
  Subsidiary.
 
    If a Grantee ceases to be employed by the Corporation
  or a Subsidiary owing to his or her Disability or
  Retirement, he or she may, at any time within three years
  after his or her employment ceases, exercise any Option to 
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<PAGE>
  the extent that he or she was entitled to exercise it on the
  date his or her employment ceased; but in no event shall any
  Option be exercisable after the expiration of the term of
  the Option established in accordance with the first sentence
  of this Paragraph B.
 
    If a Grantee dies while in the employ of the
  Corporation or a Subsidiary (or if he or she dies within
  three years after he or she has ceased to be employed by the
  Corporation or a Subsidiary owing to his or her Disability
  or Retirement), and the Grantee has not fully exercised all
  of his or her Options at the time of his or her death, his
  or her personal representative, or those persons who receive
  the Options by bequest or inheritance, shall have the right,
  during the one-year period following his or her death, to
  exercise such Options.  An Option shall be exercisable
  during such one-year period only for that number of shares,
  if any, that the Grantee could have purchased under such
  Option on the date of his or her death.  In no event shall
  any Option be exercisable after the expiration of the term
  of the Option established in accordance with the first
  sentence of this Paragraph B.
 
    If a Grantee ceases to be employed by the Corporation
  or a Subsidiary owing to his or her Disability or
  Retirement, or if a Grantee dies while in the employ of the
  Corporation or a Subsidiary, the Committee may provide, on a
  case by case basis, for the exercise of all or part of any
  Option held by the Grantee, whether or not he or she was
  entitled to exercise it on the date that his or her
  employment ceased or death occurred; provided, however, that
  no such determination shall permit an Option to be exercised
  within one year following its grant.
 
  C.  Nonassignability.
 
    Options shall not be transferable other than by will or
  by the laws of descent and distribution.  During a Grantee's
  lifetime, Options shall be exercisable only by such Grantee.
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  D.  Limitations on Exercise of Options.
 
    An Option may not be exercised in whole or in part
  during the twelve-month period commencing with the date on
  which it was granted; thereafter it shall become exercisable
  on such schedule as is determined by the Committee at the
  time of the grant or as otherwise provided by the Plan.
 
    At the time an Option is granted or at any time
  thereafter, the Committee may stipulate that, if a Change of
  Control occurs, the limitations set forth above in this
  Paragraph D shall lapse with respect to such Option, and
  that such Option shall be immediately exercisable.
 
    To the extent that any portion of an Option has become
  exercisable, it may thereafter be exercised at any time
  prior to the expiration or earlier termination of the
  Option.  Notwithstanding the foregoing, no Option shall be
  exercisable by a Grantee at a time when the Grantee is not 
  employed by the Corporation or by a Subsidiary except to the
  extent permitted by Paragraph B of this Article.
 
  E.  Manner of Exercise.
 
    Subject to the provisions of Paragraph D of this
  Article, an Option may be exercised at one time or from time
  to time, except that each partial exercise of an Option
  shall be for 50 shares or a multiple thereof, or, if fewer
  than 50 shares remain outstanding under the Option, for all
  the remaining shares.  The procedures for exercise shall be
  set forth in the written Option certificate provided for in
  Paragraph I of this Article.
 
  F.  Payment for Shares.
 
    Payment in full of the purchase price for the shares
  purchased pursuant to the exercise of any Option shall be
  made in cash upon exercise of the Option.  All shares sold
  under the Plan pursuant to the exercise of an Option shall
  be fully paid and nonassessable.
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  G.  Payment of Withholding Taxes.
 
    Payment in full of any federal, state, or local taxes
  of any kind required by law to be withheld with respect to
  the exercise of the Option shall be made to the Corporation
  in cash upon exercise of the Option.  A Grantee may
  irrevocably elect to have any withholding tax obligation
  satisfied by (i) having the Corporation withhold shares
  otherwise deliverable to the Grantee with respect to the
  exercise of the Option, or (ii) delivering to the
  Corporation shares received upon the exercise of the Option
  or delivering to the Corporation other shares of Common
  Stock; provided, that the Committee may, in its sole
  discretion, disapprove any such election.
 
  H.  Voting and Dividend Rights.
 
    No Grantee of an Option shall have any voting or
  dividend rights or any other rights of a stockholder with
  respect to any shares of Common Stock covered by an Option
  before he or she exercises the Option with respect to such
  shares and his or her name is recorded on the Corporation's
  stockholder ledger as the holder of record of such shares.
 
  I.  Option Certificates.
 
    The proper officers of the Corporation shall execute
  and deliver written Option certificates, which shall contain
  such provisions as are expressly provided herein and such
  additional provisions as the Committee in each instance
  shall deem appropriate and not inconsistent with any of the
  express provisions of the Plan.
 
 
IX. RESTRICTED SHARES.
 
    Each Restricted Share granted under the Plan shall be
  subject to the following terms and conditions, and to such
  additional terms and conditions as the Committee shall deem
  appropriate; provided that none of these additional terms
  and conditions shall be more favorable to a Grantee than the
  terms and conditions set forth herein.
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  A.  Rights with Respect to Shares.
 
    A Grantee to whom Restricted Shares have been granted
  shall have absolute ownership of such shares, including the
  right to vote the same and to receive dividends thereon,
  subject, however, to the terms, conditions, and restrictions
  described in the Plan and in the instrument evidencing the
  grant of the Restricted Shares to such Grantee.  The
  Grantee's absolute ownership shall become effective only
  after he or she has received a certificate or certificates
  for the number of shares of Common Stock awarded, or after
  he or she has received notification that such certificate or
  certificates are being held in custody for him or her.
 
  B.  Restrictions.
 
    Until the restrictions set forth in this Paragraph B
  shall lapse pursuant to Paragraph C or D of this Article IX,
  Restricted Shares shall be subject to the following
  conditions:
 
    (i)  Restricted Shares shall not be sold, assigned,
  transferred, pledged, hypothecated, or otherwise disposed
  of; and
 
    (ii)  If the Grantee ceases to be an Employee for any
  reason, except as provided in Paragraph D of the Article,
  any Restricted Shares that had been delivered to, or held in
  custody for, the Grantee shall be returned to the
  Corporation forthwith, and all the rights of the Grantee
  with respect to such shares shall immediately terminate
  without any payment of consideration by the Corporation.  If
  the Grantee's interest in the Restricted Shares shall be
  terminated pursuant to this clause (ii), he or she shall
  forthwith deliver to the Secretary or any Assistant
  Secretary of the Corporation the certificates for such
  shares, accompanied by such instrument of transfer as may be
  required by the Secretary or any Assistant Secretary of the
  Corporation.
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  C.  Lapse of Restrictions.
 
    Except as provided below with respect to a Change of
  Control and as set forth in Paragraph D hereof, the
  restrictions set forth in Paragraph B hereof, shall lapse at
  the end of the Restriction Period.
 
    At the time Restricted Shares are granted or at any
  time thereafter, the Committee may stipulate that the
  restrictions set forth in Paragraph B hereof shall lapse
  with respect to such Restricted Shares if a Change of
  Control occurs.
 
  D.  Termination of Employment.
 
    Any provision of Paragraph B hereof to the contrary
  notwithstanding, if a Grantee has been in the continuous
  employment of the Corporation or of any Subsidiary for more
  than one year from the date on which one or more Restricted
  Shares were granted to him or her and if such Grantee shall
  die or incur a Disability while so employed, then the
  restrictions set forth in Paragraph B shall lapse on the
  date of the Grantee's death or Disability with respect to a
  fraction of the Restricted Shares awarded to such Grantee. 
  The numerator of the fraction shall be the number of months
  that have elapsed since the Restricted Shares were granted,
  and the denominator of the fraction shall be the number of
  months in the Restriction Period; provided that in the case
  of a fractional month, a period of 15 days or more shall be
  treated as a full month, and a period of less than 15 days
  shall be disregarded.
 
    Any provision of Paragraph B hereof to the contrary
  notwithstanding, if a Grantee has been in the continuous
  employment of the Corporation or of any Subsidiary for more
  than one year from the date on which one or more Restricted
  Shares were granted to him or her, and if the employment of
  the Grantee by the Corporation or of any Subsidiary shall
  terminate for any reason, then the Management Human
  Resources Committee of the Corporation may, but is not under
  any obligation to, recommend to the Committee that the
  restrictions set forth in Paragraph B should lapse.  The
  Committee in its sole discretion may provide, on a 
  case-by-case basis, that the restrictions set forth in
  Paragraph B shall lapse.
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  E.  Agreement by Grantee Regarding Withholding Taxes.
 
    Each Grantee who receives one or more Restricted Shares
  shall agree that, subject to the provisions of Paragraph B
  hereof:
 
    (i)  No later than the date of the lapse of the
  restrictions set forth in Paragraph B hereof (and any
  additional restrictions set forth in the instrument
  evidencing the grant of the Restricted Shares) he or she
  will pay to the Corporation, or make arrangements
  satisfactory to the Committee regarding payment of, any
  federal, state, or local taxes of any kind required by law
  to be withheld with respect to the Restricted Shares, and
 
    (ii)  The Corporation and its Subsidiaries shall, to
  the extent permitted by law, have the right to deduct from
  any payments of any kind otherwise due to the Grantee any
  federal, state, or local taxes of any kind required by law
  to be withheld with respect to the Restricted Shares.
 
    A Grantee may irrevocably elect to have any withholding
  tax obligation satisfied by (a) having the Corporation
  withhold shares otherwise deliverable to the Grantee in
  connection with the grant of Restricted Shares, or (b)
  delivering to the Corporation such Restricted Shares or
  delivering to the Corporation other shares of Common Stock;
  provided, that the Committee may, in its sole discretion,
  disapprove any such election.
 
  F.  Tax Assistance Payments.
 
    When the restrictions set forth in Paragraph B hereof,
  or in the instrument evidencing the grant of the Restricted
  Shares, lapse, the Committee may, in its discretion, direct
  the Corporation to make cash payments to assist the Grantee
  in satisfying his federal income tax liability with respect
  to the Restricted Shares.  Such payments may be made only to
  those Grantees whose performance the Committee determines to
  have been fully satisfactory between the date on which the
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  Restricted Shares were granted and the date on which such
  restrictions lapse.  The Committee may, in its discretion,
  estimate the amount of the federal income tax in accordance
  with methods or criteria uniformly applied to Grantees
  similarly situated, without regard to the individual
  circumstances of a particular Grantee.
 
  G.  Election to Recognize Gross Income in Year of Grant.
 
    If a Grantee properly elects, within 30 days of the
  date of grant of a Restricted Share, to include in gross
  income for federal income tax purposes an amount equal to
  the fair market value of the shares of Common Stock awarded
  on the date of grant, he or she shall make arrangements
  satisfactory to the Committee to pay in the year of such
  grant any federal, state, or local taxes required to be
  withheld with respect to such shares.  If he or she shall
  fail to make the payments, the Corporation and its
  Subsidiaries shall, to the extent permitted by law, have the
  right to deduct from any payments of any kind otherwise due
  to the Grantee any federal, state, or local taxes of any
  kind required by law to be withheld with respect to such
  shares of Common Stock.
 
  H.  Restrictive Legends; Certificates May be Held in         
      Custody.
 
         Certificates evidencing Restricted Shares shall bear an
    appropriate legend referring to the terms, conditions, and
    restrictions described in the Plan and in the instrument
    evidencing the grant of the Restricted Shares.  Any attempt
    to dispose of such Restricted Shares in contravention of the
    terms, conditions, and restrictions described in the Plan or
    in the instrument evidencing the grant of the Restricted
    Shares shall be ineffective.  The Committee may enact rules
    that provide that the certificates evidencing such shares
    may be held in custody by a bank or other institution, or
    that the Corporation may itself hold such shares in custody,
    until the restrictions thereon shall have lapsed.
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  I.  Foreign Laws.
 
    Notwithstanding any provisions of the Plan to the
  contrary, including but not limited to Articles VI and VII
  and Paragraphs A and B(i) of Article IX, if Restricted
  Shares are to be awarded to a Grantee who is subject to the
  laws, including but not limited to the tax laws, of any
  country other than the United States, the Committee may, in
  its discretion, direct the Corporation to sell, assign, or
  otherwise transfer the Restricted Shares to a trust or other
  entity or arrangement, rather than grant the Restricted
  Shares directly to the Grantee, in order to comply with such
  laws or to assure that the Grantee qualifies for tax
  treatment that is comparable to the tax treatment accorded
  to the recipients of Restricted Shares by the tax laws of
  the United States or for tax treatment that is made
  available by the laws of such country.
 
 
X.  COMPLIANCE WITH LAW AND OTHER CONDITIONS.
 
  A.  Restrictions on Grant of Awards.
 
    The listing on the New York Stock Exchange or the
  registration or qualification under any federal or state law
  of any shares of Common Stock to be awarded or sold pursuant
  to Awards may be necessary or desirable as a condition of or
  in connection with such Awards (in order to permit the
  exercise of Options, the awarding of Restricted Shares, or
  the resale or other disposition of any shares of Common
  Stock by or on behalf of the Grantees).  If the Board in its
  sole discretion determines that such listing, registration,
  or qualification is necessary or desirable, delivery of the
  certificates for such shares of Common Stock shall not be
  made until such listing, registration, or qualification
  shall have been completed.  The Corporation agrees that it
  will use its best efforts to effect any such listing,
  registration, or qualification; provided, however, that the
  Corporation shall not be required to use its best efforts to
  effect such registration under the Securities Act of 1933
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  other than by providing the information called for by Form
  S-3 and Form S-8, as presently in effect, or such other
  forms as may be in effect from time to time calling for
  information comparable to that presently required to be
  furnished under Form S-3 and Form S-8.
 
  B.  Restrictions on Resale of Unregistered Shares.
 
    If the shares of Common Stock that have been awarded or
  sold to a Grantee pursuant to the terms of the Plan are not
  registered under the Securities Act of 1933, as amended,
  pursuant to an effective registration statement, such
  Grantee may be required, if the Committee shall deem it
  advisable, to agree in writing (i) that any shares of Common
  Stock acquired by such Grantee pursuant to the Plan will not
  be sold except pursuant to an effective registration
  statement under the Securities Act of 1933, as amended, or
  pursuant to an exemption from registration under said Act,
  and (ii) that such Grantee is acquiring such shares of
  Common Stock for his or her own account and not with a view
  to the distribution thereof.
 
 
XI. ADJUSTMENTS.
 
    The number of shares of Common Stock of the Corporation
  reserved for Awards under the Plan, the number of shares
  comprising outstanding Awards, the number of shares
  permitted to be granted to any Grantee during the term of
  the Plan as set forth in Section V(B) hereof, and in the
  case of outstanding Options, the exercise price shall be
  subject to adjustment by the Committee, in its sole
  discretion, to reflect any stock split, stock dividend,
  recapitalization, merger, consolidation, reorganization,
  combination, or exchange of shares or other similar event. 
  All determinations made by the Committee with respect to
  adjustments under this Article XI shall be conclusive and
  binding for all purposes of the Plan.
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XII. MISCELLANEOUS PROVISIONS.
 
  A.  No Right to Receive Award.
 
    Nothing in the Plan shall be construed to give any
  Employee any right to receive an Award under the Plan.
 
  B.  Effect of Stock Splits, etc. on Restricted Shares.
 
    Any shares of Common Stock of the Corporation received
  by a Grantee as a stock dividend on Restricted Shares, or as
  a result of stock splits, combinations, exchanges of shares,
  reorganizations, mergers, consolidations, or other events
  affecting Restricted Shares, shall have the same status, be
  subject to the same restrictions, and bear the same legend
  as the shares with respect to which they were issued.
 
  C.  Expenses of Plan.
 
    The expenses of the Plan shall be borne by the
  Corporation.
 
 
XIII. AMENDMENT, SUSPENSION, OR TERMINATION.
 
  A.  Amendment.
 
    The Plan may be amended at any time and from time to
  time by the Board, but no amendment that increases the
  aggregate number of shares of Common Stock that may be
  granted pursuant to the Plan or that extends the period
  during which Awards may be granted under the Plan shall be
  effective unless and until the same is approved, at a
  meeting held to take such action at which a quorum is
  present, by the affirmative vote of the holders of a
  majority of the shares of Common Stock of the Corporation
  present in person or by proxy and entitled to vote.  Without
  the written consent of a Grantee, no amendment of the Plan
  shall adversely affect any right of such Grantee with
  respect to any Award theretofore granted to him or to her.
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  B.  Right of Board to Suspend or Terminate Plan.
 
    The Board may at any time suspend or terminate the
  Plan.  No Awards may be granted during any suspension of the
  Plan or after the Plan has been terminated.
 
  C.  Termination of Plan.
 
    The Plan shall terminate upon the earlier of the
  following dates:
 
    ( i)  On the date of termination specified in a
  resolution of the Board, or
 
    (ii)  On a date ten years from the date on which the
  Plan is approved by the stockholders of the Corporation in
  accordance with Article XV hereof.
 
    Except as otherwise provided in Article XV, the
  termination of the Plan shall not affect any Awards
  previously granted.  After the Plan terminates, the function
  of the Committee will be limited to supervising the
  administration of Awards previously granted.
 
 
XIV. GOVERNING LAW.
 
    The Plan and all Awards made thereunder shall be
  governed by the laws of the State of New York.
 
 
XV. ADOPTION BY BOARD AND APPROVAL BY STOCKHOLDERS.
 
    The Plan shall become effective upon its adoption by
  the Board; provided, however, that if the Plan is not
  approved by the stockholders of the Corporation prior to the
  first anniversary of its adoption, the Plan and all Awards
  made thereunder shall be of no effect.  Stockholder approval
  shall be obtained, at a meeting held to take such action at
  which a quorum is present, by the affirmative vote of the
  holders of a majority of the shares of Common Stock of the
  Corporation present in person or by proxy and entitled to
  vote.
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