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Exhibit 10(iii)(A)(3)
September 3, 2008
M EMORANDUM
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To:
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Richard A.
Goldstein
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From:
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Nicholas J.
Camera
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Re:
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Deferred
Compensation Arrangement
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This memorandum relates to your
deferred compensation arrangement with The Interpublic Group of
Companies, Inc. (“Interpublic”), the terms of which
were originally set forth in a letter to you dated as of
June 1, 2001.
In order to ensure compliance with
new deferred compensation rules under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”),
we have agreed to amend and restate the terms of your deferred
compensation arrangement. This letter sets forth the amended and
restated terms of your deferred compensation arrangement, effective
immediately.
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1.
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Deferred
Compensation Account . As
of December 31, 2008, your deferred compensation account
balance will be $518,146.77. In accordance with your previous
agreement with Interpublic, no credits will be added to your
deferred compensation account for services performed after
December 31, 2006. However, credits equivalent to interest
will continue to be added to the extent required by paragraph 2,
below.
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2.
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Interest . Credits equivalent to interest will be added
to your deferred compensation account in accordance with the terms
and conditions of the Plan for Credits Equivalent to Interest on
Balances of Deferred Compensation Owing under Employment Agreements
(the “Plan”), adopted effectively January 1, 1974
by Interpublic. You acknowledge that Interpublic has the right to
discontinue further credits equivalent to interest in accordance
with the terms and conditions of the Plan.
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3.
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Vesting . Your right to receive the balance of your
deferred compensation account is fully vested.
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4.
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Payment of
Vested Deferred Compensation . Interpublic will pay the vested balance of
your deferred compensation account to you within 30 days after you
separate from service with Interpublic. In general, you will
separate from service with Interpublic when you stop serving on the
Board, but the final determination of when your separation from
service occurs will be made by Interpublic in accordance with
Treas. Reg. § 1.409A-1(h).
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5.
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Death . If you die before your deferred compensation
account is paid, any remaining balance will be paid to the
Exe
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