AMENDMENT NO. 2 TO THE 3-YEAR CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 2 TO THE

3-YEAR CREDIT AGREEMENT

Dated as of June 5, 2009

AMENDMENT NO. 2 TO THE 3-YEAR CREDIT AGREEMENT (this “ Amendment ”), dated as of June 5, 2009 among The Interpublic Group of Companies, Inc., a Delaware corporation (the “ Company ”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “ Lenders ”) and Citibank, N.A., as administrative agent (the “ Agent ”) for the Lenders.

PRELIMINARY STATEMENTS:

(1) The Company, the Lenders and the Agent have entered into a 3-Year Credit Agreement dated as of July 18, 2008 and amended as of May 13, 2009 (as so amended, the “ Credit Agreement ”). Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the same meanings as specified in the Credit Agreement.

(2) The Company, the Required Lenders and the Agent have agreed to amend the Credit Agreement as hereinafter set forth.

AGREEMENTS:

SECTION 1. Amendments to the Credit Agreement . The Credit Agreement is, effective as of the date set forth above and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

(a) Section 1.01 is amended by adding the following proviso to the end of the definition of “Total Debt”:

“; provided , that Total Debt determined as of any date from and including June 30, 2009 through and including November 15, 2009 shall not include any Disregarded Debt outstanding as of such date.”

(b) Section 1.01 is amended by adding the following new defined terms in their appropriate alphabetical order:

“ Disregarded Debt ” means, as of any date, outstanding Debt of the Company of up to $600,000,000 in aggregate principal amount under any New Senior Notes; provided , that the outstanding principal amount of Disregarded Debt shall be deemed reduced (but not below $0) as at any date of determination by the aggregate amount by which the outstanding principal amount of any of (i) the Company’s 5.40% notes due 2009, (ii) the Company’s Floating Rate Notes due 2010, and (iii) the Company’s

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7  ¹ / 4 % notes due 2011, has been reduced from the aggregate principal amount of such notes outstanding as of June 5, 2009.

“ New Senior Notes ” means any senior notes of the Company issued at any time between June 5, 2009 and November 15, 2009.

(c) Section 5.03(a) is amended by adding the following proviso after the phrase “4.50 to 1”:

“; provided , that (x) if the aggregate principal amount of New Senior Notes issued prior to such date of determination is equal to or greater than $300,000,000 but less than $450,000,000, such ratio may as of the end of any fiscal quarter prior to the fiscal quarter ended September 30, 2010 be less than 4.50 to 1 but shall not be less than 3.75 to 1, and (y) if the aggregate principal amount of New Senior Notes issued prior to such date of determination is equal to or greater than $450,000,000, such ratio may be less than 4.50 to 1 but shall not be less than 3.75 to 1.”

(d) Section 5.03(b) is deleted in its entirety and replaced by the following:

“(b) Leverage Ratio . Maintain, as of the end of the fiscal quarter ended September 30, 2008 and as of the end of each fiscal quarter thereafter, a Leverage Ratio of not greater than the ratio set forth opposite such fiscal quarter (under the applicable aggregate principal amount of New Senior Notes issued prior to such date of determination) below:

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(e) Section 5.03(c) is amended by adding the following proviso after the number “600,000,000”:

“; provided , that if the aggregate principal amount of New Senior Notes issued prior to such date of determination is equal to or greater than $300,000,000, such Consolidated EBITDA may as of the end of any fiscal quarter prior to the fiscal quarter ended September 30, 2010 be less than $600,000,000 but shall not be less than $550,000,000.”

SECTION 2. Conditions of Effectiveness . This Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Amendment executed by the Company and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agent that