THE 2009 N ON -M ANAGEMENT DIRECTORS ' S TOCK INCENTIVE PLAN

Executive Compensation Plan Agreement

AGREEMENTS / CONTRACTS

CLAUSES

INTERPUBLIC GROUP OF COMPANIES, INC.

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This Executive Compensation Plan Agreement involves

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Title: THE 2009 N ON -M ANAGEMENT DIRECTORS ' S TOCK INCENTIVE PLAN
Date: 7/28/2009
Industry: Advertising Sector: Services

Exhibit 10(iii)(A)(12)

T HE 2009 N ON -M ANAGEMENT D IRECTORS ’ S TOCK I NCENTIVE P LAN

N ONSTATUTORY S TOCK O PTION A WARD A GREEMENT

THE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation (the “Company”), hereby grants an Option to purchase shares of the Company’s common stock (the “Shares”) to the Participant named below. The terms and conditions of the Option are set forth in this Award Agreement (the “Agreement”), and in The 2009 Non-Management Directors’ Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.

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Date of Option Grant

Participant’s Name

<First Name Last Name>

Expiration Date

4:30 p.m. Eastern Time on the tenth anniversary of the date of grant

Exercise Price Per Share

Number of Shares Underlying Option

<Number>

Vesting

Except as set forth in Section 9.3 of the Plan, the Option will vest in full on the third anniversary from the date of grant. Except as set forth in

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