Common use of Form of Conversion Notice Clause in Contracts

Form of Conversion Notice. To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby exercises the option to convert this Note, or portion hereof (which is $1,000 original Principal Amount at Final Maturity or an integral multiple thereof) designated below, for shares of Common Stock of The Interpublic Group of Companies, Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares, if any, issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. This notice shall be deemed to be an irrevocable exercise of the option to convert this Note. Dated: --------------------------- --------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received ____________ hereby sell(s), assign(s) and transfer(s) unto __________ (Please insert social security or other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints __________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

Form of Conversion Notice. To: The Interpublic Group of Companies, Inc. Newmont Mining Corporation The undersigned registered holder of this Note Security hereby exercises the option to convert this NoteSecurity, or portion hereof (which is $1,000 original Principal Amount at Final Maturity principal amount or an integral a multiple thereof) designated below, for cash and shares of Common Stock of The Interpublic Group of CompaniesNewmont Mining Corporation, Inc. if any, in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that cash and the shares, if any, issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Note Security not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. This notice shall be deemed to be an irrevocable exercise of the option to convert this NoteSecurity. Dated: --------------------------- --------------------------- Signature(s) Signature(sThe signature(s) must should be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to be issued, or Notes to be delivered, other than to or in the name of the registered holderS.E.C. Rule 17Ad-15. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes Securities if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) amount to be purchased converted (if less than all): ------------------------------- ); (Name) $ ,000 (Street Address) $__,000 ------------------------------- (City, City state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. Newmont Mining Corporation The undersigned registered holder of this Note Security hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. Newmont Mining Corporation (the "“Company"”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this NoteSecurity, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note Security and directs that the check of the Company in payment for this Note Security or the portion thereof and any Notes Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(sThe signature(s) must should be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to be issued, or Notes to be delivered, other than to or in the name of the registered holderS.E.C. Rule 17Ad-15. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes Securities if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity amount to be purchased (if less than all): $__); (Name) $ ,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereofStreet Address) to which such Purchase Notice relates. (City state and zip code) Social Security or Other Taxpayer Number ASSIGNMENT FORM Please print name and address GUARANTEE For value received ____________ received, Newmont USA Limited, a Delaware corporation, (the “Guarantor”) hereby sell(s)fully and unconditionally guarantees the cash payments in United States dollars of principal of and interest on the Security on which this Guarantee is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, assign(s) and transfer(s) unto __________ (Please insert social security or other Taxpayer Identification Number of assignee) the within Noteif any, on this Security, if lawful, and hereby irrevocably constitutes the payment of all other obligations of Newmont Mining Corporation (the “Company”) under the Indenture or the Security, to the Holder of this Security and appoints __________ attorney the Trustee, all in accordance with and subject to transfer the said Note on terms and limitations of this Security, Article 9 of the books Indenture and this Guarantee. This Guarantee will become effective in accordance with Article 9 of the Indenture and its terms shall be evidenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of February 3, 2009, by and among the Company, the undersigned, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, as amended or supplemented (the “Indenture”). The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 9 of the Indenture and reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the Security to which this Guarantee is endorsed, by accepting such Security, agrees to and shall be bound by such provisions. The Guarantor will be deemed released from all of its obligations under the Indenture and this Guarantee, and this Guarantee will terminate, without any action required on the part of the Trustee or any Holder of the Securities, upon the terms and conditions as provided in Section 9.02 and 9.03 of the Indenture. This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantor and rank equally with full power other unsecured and unsubordinated indebtedness of substitution the Guarantor that is currently outstanding or that it may issue in the premises.future. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall have been executed by the Trustee under the Indenture by manual signature. THIS GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. This Guarantee is subject to release upon the terms set forth in the Indenture. In Witness Whereof, the undersigned Guarantor has caused this Guarantee to be duly executed. Dated: February 3, 2009 NEWMONT USA LIMITED By: Name: Title:

Form of Conversion Notice. To: The Interpublic Group of Companies, Inc. Chesapeake Energy Corporation The undersigned registered holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or the portion hereof thereof (which is $1,000 original Principal Amount at Final Maturity principal amount or an integral a multiple thereof) designated belowbelow designated, for into cash and, if applicable, shares of Common Stock common stock of The Interpublic Group of CompaniesChesapeake Energy Corporation (or other property), Inc. as the case may be, in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that the sharesany cash, if any, any shares of common stock and/or any other property that may be issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, conversion and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If funds, shares and/or any other property or any portion of this Note Security not converted are to be issued in the name of a Person person other than the undersigned, the undersigned shall will provide the appropriate information below and pay all transfer taxes payable with respect thereto. This notice shall be deemed Any amount required to be an irrevocable exercise paid by the undersigned on account of the option to convert interest, if any, accompanies this NoteSecurity. Dated: --------------------------- --------------------------- _____________________ ______________________________ ______________________________ Signature(s) (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) must be guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or trust company participation in the Security Transfer Agent Medallion Program (“STAMP”) or a member firm of a major stock exchange if shares of Common Stock are to such other “signature guarantee program” as may be issueddetermined by the Registrar in addition to, or Notes to be deliveredin substitution for, other than to or STAMP, all in accordance with the name Securities Exchange Act of the registered holder1934, as amended. --------------------------- ______________________________ Signature Guarantee [[NYCORP:2552346v6:4259b:11/07/05--10:59 p]] Fill in for registration of shares of common stock, if any, to be issued, and Securities, if any, to be delivered, and Notes if to be issued other than to and in the name of the registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity amount to be purchased converted (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received _______________ hereby sell(s), assign(s) and transfer(s) unto Social Security or Other Taxpayer Identification Number:_____________________ (Please insert social security or other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints __________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.[[NYCORP:2552346v6:4259b:11/07/05--10:59 p]]

Form of Conversion Notice. To: The Interpublic Group of Companies, Inc. Chesapeake Energy Corporation The undersigned registered holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or the portion hereof thereof (which is $1,000 original Principal Amount at Final Maturity principal amount or an integral a multiple thereof) designated belowbelow designated, for into cash and, if applicable, shares of Common Stock common stock of The Interpublic Group of CompaniesChesapeake Energy Corporation (or other property), Inc. as the case may be, in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that the sharesany cash, if any, any shares of common stock and/or any other property that may be issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, conversion and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If funds, shares and/or any other property or any portion of this Note Security not converted are to be issued in the name of a Person person other than the undersigned, the undersigned shall will provide the appropriate information below and pay all transfer taxes payable with respect thereto. This notice shall be deemed Any amount required to be an irrevocable exercise paid by the undersigned on account of the option to convert interest, if any, accompanies this NoteSecurity. Dated: --------------------------- --------------------------- _____________________ ______________________________ ______________________________ Signature(s) (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) must be guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or trust company participation in the Security Transfer Agent Medallion Program (“STAMP”) or a member firm of a major stock exchange if shares of Common Stock are to such other “signature guarantee program” as may be issueddetermined by the Registrar in addition to, or Notes to be deliveredin substitution for, other than to or STAMP, all in accordance with the name Securities Exchange Act of the registered holder1934, as amended. --------------------------- ______________________________ Signature Guarantee Fill in for registration of shares of common stock, if any, to be issued, and Securities, if any, to be delivered, and Notes if to be issued other than to and in the name of the registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity amount to be purchased converted (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received _______________ hereby sell(s), assign(s) and transfer(s) unto Social Security or Other Taxpayer Identification Number:__________ (Please insert social security or other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints __________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.___

Form of Conversion Notice. To: The Interpublic Group of Companies, Inc. The undersigned registered holder Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or any portion of the principal amount hereof (which is an integral multiple of $1,000, provided that the unconverted portion of such principal amount is $1,000 original Principal Amount at Final Maturity or an integral multiple of $1,000 in excess thereof) designated belowbelow designated, for shares of Common Stock of The Interpublic Group of Companies, Inc. into Class A Shares in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that the such shares, if any, issuable and deliverable upon such conversion, together with a check in payment for any check for cash deliverable upon such conversion, fractional share and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If shares Class A Shares or any portion of this Note not converted Securities are to be issued registered in the name of a Person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. This notice shall be deemed Any amount required to be an irrevocable exercise paid by the undersigned on account of the option to convert interest accompanies this NoteSecurity. Dated: --------------------------- --------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm ------------------------- --------------------------------- Fill in for registration of a major stock exchange Class A Shares if shares of Common Stock are to be issued, or Notes and Securities if to be delivered, other than to or and in the name of the registered holder. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity --------------------------------- Signature(s) --------------------------------- (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder1934. ---------------------------------- --------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number Guaranteed FORM OF ASSIGNMENT FORM For value received ________________________ hereby sell(ssells(s), assign(s) and transfer(s) unto ______________________ (Please insert social security or other Taxpayer Identification Number identifying number of assignee) the within NoteSecurity, and hereby irrevocably constitutes and appoints __________________________ as attorney to transfer the said Note Security on the books of the Company, with full power of substitution in the premises.. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. ---------------------------------- Signature Guarxxxxxx

Form of Conversion Notice. To: The Interpublic Group of CompaniesDELTA AIR LINES, Inc. INC. The undersigned registered holder beneficial owner of this Note hereby irrevocably exercises the option to convert this Note, or portion hereof (which is $1,000 original Principal Amount at Final Maturity or an integral multiple thereof) designated belowbelow designated, for into shares of Common Stock of The Interpublic Group of CompaniesDelta Air Lines, Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares, if any, shares issuable and deliverable upon such the conversion, together with any check in payment for cash deliverable upon such conversion, fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder beneficial owner hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. This notice shall be deemed Any amount required to be an irrevocable exercise paid by the undersigned on account of the option to convert interest and taxes accompanies this Note. Dated: --------------------------- --------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received __________________________ hereby sell(s)Fill in for registration of shares if to be ___________________________________ delivered, assign(sand Notes if to be issued, other than to and in the name of the beneficial ___________________________________ owner (Please Print): Signature(s) and transfer(s) unto ___________________________ (Please insert social security or other Taxpayer Identification Number of assigneeName) the within Note, and hereby irrevocably constitutes and appoints Principal amount to be converted (if less than all): ___________________________ attorney $___________,000 (Street Address) ___________________________________ Social Security or other Taxpayer ___________________________ Identification Number (City, State and Zip Code) Signature Guarantee:* --------------------------- * Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to transfer Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Notes are to be delivered, other than to and in the said Note on the books name of the Companyregistered Holder(s). ASSIGNMENT FORM To assign this Note, with full power of substitution fill in the premises.form below:

Form of Conversion Notice. To: The Interpublic Group of Companies, Inc. TRAVELERS PROPERTY CASUALTY CORP. The undersigned registered holder beneficial owner of this the Note hereby irrevocably exercises the option to convert this Note, or portion hereof (which is $1,000 original Principal Amount at Final Maturity 25 or an integral multiple thereof) designated belowbelow designated, for into shares of Class A Common Stock of The Interpublic Group of Companies, Inc. Travelers Property Casualty Corp. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares, if any, shares issuable and deliverable upon such the conversion, together with any check in payment for cash deliverable upon such conversion, fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder beneficial owner hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. This notice shall be deemed Any amount required to be an irrevocable exercise paid by the undersigned on account of the option to convert interest, liquidated damages, if any, and taxes accompanies this Note. Dated: --------------------------- --------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. --------------------------- Signature Guarantee ____________________________________ Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received ___________________________ hereby sell(s)be issued, assign(s) other than to and transfer(s) unto in the name of the beneficial owner ____________________________________ (Please insert social security or other Taxpayer Identification Number of assigneePrint): Signature(s) the within Note, and hereby irrevocably constitutes and appoints Principal amount to be converted (if less than all): _______________________________________ attorney Name $_______ _______________________________________ ____________________________________ (Street Address) Social Security or other Taxpayer Identification Number _______________________________________ (City, State and Zip Code) Signature Guarantee: _______________________________________ Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to transfer Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Convertible Subordinated Notes are to be delivered, other than to and in the said Note on the books name of the Companyregistered holder(s). ASSIGNMENT FORM To assign this Note, with full power of substitution fill in the premises.form below:

Form of Conversion Notice. ToTo Scholastic Corporation: The Interpublic Group of Companies, Inc. The undersigned registered holder owner of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or portion hereof (which is $1,000 original Principal Amount at Final Maturity or an integral multiple thereof) designated belowbelow designated, for into shares of Common Stock of The Interpublic Group of Companies, Inc. the Company in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that the shares, if any, shares issuable and deliverable upon such the conversion, together with any check in payment for cash deliverable upon such conversion, fractional shares and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or any the portion thereof being converted has been called for redemption on a Redemption Date within such period), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Note not converted Security to be converted. If shares are to be issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect theretohereto. This notice shall be deemed Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an irrevocable exercise integral multiple of the option to convert this Note. Dated: --------------------------- --------------------------- Signature(s) $1,000, if less than all): $..................... Dated ....................... ................................................. Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major national stock exchange if shares of Common Stock are to be delivered, or Securities to be issued, or Notes to be delivered, other than to or in the name of the registered holder. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received ____________ hereby sell(s), assign(s) and transfer(s) unto __________ (Please insert social security or other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints __________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premisesowner.

Form of Conversion Notice. To: To The Interpublic Group of Companies, Inc. Chubb Corporation The undersigned registered holder owner of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or portion hereof (which is $1,000 original Principal Amount at Final Maturity or an integral multiple thereof) designated belowbelow designated, for into shares of Common Stock of The Interpublic Group of Companies, Inc. the Issuer in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that the shares, if any, shares issuable and deliverable upon such the conversion, together with any check in payment for cash deliverable upon such conversion, fractional shares and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares this Security is being delivered on a date after the close of business on a record date and prior to the opening of business on the related interest payment date (unless this Security or any the portion thereof being converted has been called for redemption on a date fixed for redemption within such period), this Notice is accompanied by payment, in funds acceptable to the Issuer, of an amount equal to the interest payable on such interest payment date of the principal of this Note not converted Security to be converted. If shares are to be issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect theretohereto. This notice shall be deemed Any amount required to be paid by the undersigned on an irrevocable exercise account of the option interest accompanies this Security. Principal Amount to convert this Note. Dated: --------------------------- --------------------------- Signature(s) be Converted (in an integral multiple of $1,000, if less than all): $___________ Dated ___________________ ______________________________ Signature Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major national stock exchange if shares of Common Stock are to be issueddelivered, or Notes Securities to be deliveredissued, other than to or and in the name of the registered holder. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received ______________________ hereby sell(s), assign(sSignature Guarantee Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered holder. _________________________ Social Security or other Taxpayer (Name) and transfer(s) unto Identifying Number ______________ _________________________ (Please insert social security or other Taxpayer Identification Number of assigneeAddress) the within Note, and hereby irrevocably constitutes and appoints _________________________ attorney Please print Name and Address (including zip code number) Exhibit (Form 2) [FORM OF FACE OF ZERO COUPON SECURITY] No. $ THE CHUBB CORPORATION Zero Coupon [ ] THE CHUBB CORPORATION, a New Jersey corporation (the "Issuer"), for value received, hereby promises to transfer pay to or registered assigns, at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, the principal sum of Dollars on , in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. The principal of this [ ] shall not bear interest, except in the case of default in payment of principal upon acceleration, redemption or maturity, and in such case the amount in default shall bear interest at the rate of % per annum (to the extent enforceable under applicable law) from the date of default in payment to the date such payment has been made or duly provided for, at said Note office or agency and in like coin or currency. The indebtedness evidenced by this [______] is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this [_____] is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this [_____], by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Reference is made to the further provisions of this [ ] set forth on the books reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This [ ] shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Company, with full power of substitution in Trustee under the premisesIndenture referred to on the reverse hereof.

Form of Conversion Notice. To: The Interpublic Group of Companies, Inc. CONVERSION NOTICE The undersigned registered holder Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or any portion of the principal amount hereof (which is $1,000 original Principal Amount at Final Maturity or an integral multiple thereofof $1,000) designated belowbelow designated, for into shares of Common Stock of The Interpublic Group of Companies, Inc. in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that the such shares, if any, issuable and deliverable upon such conversion, together with a check in payment for any check for cash deliverable upon such conversion, fractional share and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If shares of Common Stock or any portion of this Note not converted Securities are to be issued registered in the name of a Person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. This notice shall be deemed Any amount required to be an irrevocable exercise paid by the undersigned on account of the option to convert interest accompanies this NoteSecurity. Dated: --------------------------- --------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received ____________ hereby sell(s)___________________________ Signature If shares or Securities are to be If only a portion of the Securities is registered in the name of a Person to be converted, assign(s) please indicate: other than the Holder, please print such Person's name and transfer(s) unto address: 1. Principal amount to be converted: _________________________ $___________ Name 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: _________________________ Address Amount: $________ Denominations: $________ _________________________ (Please insert social security any integral multiple of $1,000) Social Security or other Taxpayer Identification Number of assigneeNumber, if any Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) the within Notewith membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if cash or Common Stock is to be delivered other than to, and hereby irrevocably constitutes and appoints __________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.name of, the registered Holder. [Signature Guarantee] ARTICLE THREE

Form of Conversion Notice. To: The Interpublic Group of CompaniesXxxxxxxx Offshore Services, Inc. The undersigned registered holder Holder of this Note Security hereby exercises the option to convert this NoteSecurity, or portion hereof (which is $1,000 original Principal Amount at Final Maturity principal amount or an integral a multiple thereof) designated below, for shares of Common Stock of The Interpublic Group of Companies, Inc. below in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that cash, and the sharesshares of Common Stock of Xxxxxxxx Offshore Services, Inc., if any, issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder Holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Note Security not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. This notice shall be deemed to be an irrevocable exercise of the option to convert this NoteSecurity. In order to facilitate the Company’s compliance with the provisions of the Xxxxx Act related to ownership of Common Stock by non-U.S. citizens, the undersigned registered Holder of this Security represents and warrants as follows: CHECK ONE BOX BELOW: ¨ 1 Such Holder is a U.S. citizen ¨ 2 Such Holder is a non-U.S. citizen Dated: --------------------------- --------------------------- Signature(s) Signature(sThe signature(s) must should be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to be issued, or Notes to be delivered, other than to or in the name of the registered holderS.E.C. Rule 17Ad-15. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes Securities if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) Principal amount to be purchased converted (if less than all): ------------------------------- (Street Address) $__$ ,000 ------------------------------- (City, Xxxxxx Xxxxxxx) (Xxxx state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of CompaniesXxxxxxxx Offshore Services, Inc. The undersigned registered holder Holder of this Note Security hereby acknowledges receipt of a notice from The Interpublic Group of CompaniesXxxxxxxx Offshore Services, Inc. (the "“Company"”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this NoteSecurity, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note Security and directs that the check in payment for this Note Security or the portion thereof and any Notes Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder Holder hereof unless a different name has been indicated below. If any portion of this Note Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(sThe signature(s) must should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program, pursuant to S.E.C. Rule 17Ad-15. Signature Guarantee Fill in if a commercial bank check is to be issued, or trust company or a member firm of a major stock exchange if shares of Common Stock Securities are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holderHolder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity amount to be purchased (if less than all): $__$ ,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereofStreet Address) to which such Purchase Notice relates. (City state and zip code) Social Security or Other Taxpayer Number ASSIGNMENT Please print name and address EXHIBIT B [Date] FORM OF NOTATION OF GUARANTEE For value received ____________ hereby sell(sreceived, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth and subject to the provisions in the Indenture (the “Indenture”), assign(s) dated as of August 13, 2012, among Xxxxxxxx Offshore Services, Inc. (the “Company”), the guarantors party thereto and transfer(s) unto __________ Xxxxx Fargo Bank, National Association, as trustee (Please insert social security or other Taxpayer Identification Number of assigneethe “Trustee”), (a) the within Notedue and punctual payment of the principal of, premium, if any, and hereby irrevocably constitutes interest (including Additional Interest, if any) on, the Securities, whether at Stated Maturity, by acceleration, required repurchase or otherwise, and appoints __________ attorney to transfer the said Note due and punctual payment of interest on overdue principal of, premium, if any, and interest (including Additional Interest) on the books Securities, if any, if lawful, and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due, whether at Stated Maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 13 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Security, by accepting the same, (a) agrees to and shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein have the meanings given to them in the Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: EXHIBIT C FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 200 , among (the “Guaranteeing Subsidiary”), a subsidiary of Xxxxxxxx Offshore Services, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, with full power of substitution the other Guarantors (as defined in the premisesIndenture referred to herein) and Xxxxx Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

Form of Conversion Notice. ToUnless otherwise as contemplated by Section 3.1 or in a supplemental indenture for the Securities evidenced hereby, conversion notices shall be in substantially the following form: To Sigma Designs, Inc.: The Interpublic Group of Companies, Inc. The undersigned registered holder owner of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or portion hereof (which is $1,000 original Principal Amount at Final Maturity or an integral multiple thereof) designated belowbelow designated, for into shares of Common Stock of The Interpublic Group of Companies, Inc. the Company in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that the shares, if any, shares issuable and deliverable upon such the conversion, together with any check in payment for cash deliverable upon such conversion, fractional shares and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect theretohereto. This notice shall be deemed Any amount required to be an irrevocable exercise paid by the undersigned on account of the option to convert interest accompanies this NoteSecurity. Dated: --------------------------- --------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are Principal Amount to be issuedConverted (in an integral multiple of $1,000, or Notes to be delivered, other than to or in the name of the registered holder. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of U.S. $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates____. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received Dated: _____________________ hereby sell(s)Signature(s) must be guaranteed by an eligible guarantor institution (banks, assign(sstockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and transfer(s) unto Exchange Commission Rule 17Ad-15. ____________________ Signature Guaranty Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder. ____________________ ____________________ (Please insert social security Name) Social Security or other Other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints ___________________________ attorney Please print Name and Address (including zip code) [The above conversion notice is to transfer the said Note on the books be modified, as appropriate, for conversion into other securities or property of the Company, with full power of substitution in the premises.]

Form of Conversion Notice. Each convertible Security shall have attached thereto, or set forth on the reverse of the Security, a notice of conversion in substantially the following form: Conversion Notice To: The Interpublic Group of CompaniesXxxx Group, Inc. The undersigned registered holder owner of this Note hereby Security hereby: (i) irrevocably exercises the option to convert this NoteSecurity, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or an integral multiple thereof) designated belowbelow designated, for shares of Common Stock of The Interpublic Xxxx Group of Companies, Inc. in accordance with the terms of the Indenture referred to in this Note, Security and (ii) directs that the shares, if any, issuable and such shares of Common Stock deliverable upon such the conversion, together with any check in payment for cash deliverable upon such conversion, fractional shares and any Notes Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued delivered registered in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. This notice shall be deemed Any amount required to be an irrevocable exercise paid by the undersigned on account of the option to convert interest accompanies this NoteSecurity. Dated: --------------------------- --------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. --------------------------- Dated _______________ _________________________________ Signature Guarantee Fill in for registration of shares if to be delivered, and Notes of Securities if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other otherwise than to or and in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received ________________________ hereby sell(s), assign(sSocial Security or other Taxpayer Identification Number __________________________________ (Name) and transfer(s) unto __________________________________ (Please insert social security or other Taxpayer Identification Number of assigneeprint name and address) the within Note, and hereby irrevocably constitutes and appoints Principal amount to be converted: (if less than all) $________________________________ attorney Signature Guarantee* __________________________________ *Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to transfer the said Note on the books of the Company, with full power of substitution in the premisesTrustee).

Form of Conversion Notice. ToUnless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, or in a supplemental indenture for the Securities evidenced thereby, conversion notices shall be in substantially the following form: To Sigma Designs, Inc.: The Interpublic Group of Companies, Inc. The undersigned registered holder owner of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or portion hereof (which is $1,000 original Principal Amount at Final Maturity or an integral multiple thereof) designated belowbelow designated, for into shares of Common Stock of The Interpublic Group of Companies, Inc. the Company in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that the shares, if any, shares issuable and deliverable upon such the conversion, together with any check in payment for cash deliverable upon such conversion, fractional shares and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect theretohereto. This notice shall be deemed Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an irrevocable exercise integral multiple of the option to convert this Note. $1,000, if less than all) U.S. $_________ Dated: --------------------------- --------------------------- Signature(s) ___________ Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to be issued, or Notes to be delivered, other than to or in the name of the registered holderSecurities and Exchange Commission Rule 17Ad-15. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received _______________________ hereby sell(s), assign(s) Signature Guaranty Fill in for registration of shares of Common Stock and transfer(s) unto Security if to be issued otherwise than to the registered Holder. __________________________ ___________________________________ (Please insert social security Name) Social Security or other Other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints __________________________ attorney __________________________ Please print Name and Address (including zip code) [The above conversion notice is to transfer the said Note on the books be modified, as appropriate, for conversion into other securities or property of the Company, with full power of substitution in the premises.]

Form of Conversion Notice. To: The Interpublic Group Form of Companies, Inc. Conversion Notice (to be appended to the Security) The undersigned registered holder Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or any portion of the principal amount hereof (which is U.S. $1,000 original Principal Amount at Final Maturity or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) designated belowbelow designated, for into shares of Common Stock of The Interpublic Group of Companies, Inc. in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that the such shares, if any, issuable and deliverable upon such conversion, together with a check in payment for any check for cash deliverable upon such conversion, fractional share and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If shares of Common Stock or any portion of this Note not converted Securities are to be issued registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. This notice shall be deemed to be an irrevocable exercise of the option to convert this Note. Dated: --------------------------- --------------------------- Signature(sthereto and (b) Signature(ssignature(s) must be guaranteed by a commercial bank or trust company or a member firm an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of a major stock exchange if shares of Common Stock are 1934. Any amount required to be issued, or Notes to be delivered, other than to or in the name of the registered holder. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, paid by the undersigned shall pay all transfer taxes payable with respect theretoon account of interest accompanies this Security. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received ____________ hereby sell(s)_____________________________________________________ Signature(s) If shares or Securities are to be registered in the name of a Person other than the Holder, assign(s) please print such Person's name and transfer(s) unto address: ___________________________________________ (Please insert social security or other Taxpayer Identification Number of assigneeName) the within Note, and hereby irrevocably constitutes and appoints ___________________________________________ attorney ___________________________________________ (Address) ___________________________________________ Social Security or other Identification Number, if any Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to transfer Rule 17Ad - 15 under the said Note on the books Securities Exchange Act of 1934. ___________________________________________ [Signature Guaranteed] If only a portion of the CompanySecurities is to be converted, with full power of substitution in the premises.please indicate:

Form of Conversion Notice. To: The Interpublic Group of CompaniesVISHAY INTERTECHNOLOGY, Inc. INC. The undersigned registered holder beneficial owner of this Note hereby irrevocably exercises the option to convert this Note, or portion hereof (which is $1,000 original Principal Amount at Final Maturity or an integral multiple thereof) designated belowbelow designated, for into shares of Common Stock of The Interpublic Group of CompaniesVishay Intertechnology, Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares, if any, shares issuable and deliverable upon such the conversion, together with any check in payment for cash deliverable upon such conversion, fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder beneficial owner hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a Person person other than the undersigned, the undersigned shall will pay all transfer taxes payable with respect thereto. This notice shall be deemed Any amount required to be an irrevocable exercise paid by the undersigned on account of the option to convert interest and taxes accompanies this Note. Dated: --------------------------- --------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. --------------------------- Signature Guarantee ------------------------------------ Fill in for registration of shares if ------------------------------------ to be delivered, and Notes if to be issued issued, other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms ------------------------------------ of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ---------------------------------- beneficial owner (Please Print): Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received ____________________________ hereby sell(s), assign(sPrincipal amount to be converted (Name) and transfer(s) unto (if less than all): _____________________________________ $____________,000 (Please insert social security or other Taxpayer Identification Number of assigneeStreet Address) the within Note, and hereby irrevocably constitutes and appoints ____________________________________ attorney Social Sxxxxxxx xx xxxxx Taxpayer (City, State and Zip Code) Identification Number Signature Guarantee:* -------------------------------------- * Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to transfer Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Notes are to be delivered, other than to and in the said Note on the books name of the Companyregistered Holder(s). ASSIGNMENT FORM To assign this Note, with full power of substitution fill in the premises.form below:

Form of Conversion Notice. To: The Interpublic Group of Companies, Inc. CONVERSION NOTICE The undersigned registered holder Holder of this Note Security hereby irrevocably exercises the option to convert this NoteSecurity, or any portion of the principal amount hereof (which is $1,000 original Principal Amount at Final Maturity U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof) designated belowbelow designated, for into shares of Common Stock of The Interpublic Group of Companies, Inc. in accordance with the terms of the Indenture referred to in this NoteSecurity, and directs that the such shares, if any, issuable and deliverable upon such conversion, together with a check in payment for any check for cash deliverable upon such conversion, fractional share and any Notes Securities representing any unconverted principal amount hereof, be issued and delivered to and be registered in the registered holder hereof name of the undersigned unless a different name has been indicated below. If shares of Common Stock or any portion of this Note not converted Securities are to be issued registered in the name of a Person other than the undersigned, (a) the undersigned shall will pay all transfer taxes payable with respect thereto. This notice shall be deemed to be an irrevocable exercise of the option to convert this Note. Dated: --------------------------- --------------------------- Signature(sthereto and (b) Signature(ssignature(s) must be guaranteed by a commercial bank or trust company or a member firm an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of a major stock exchange if shares of Common Stock are 1934. Any amount required to be issued, or Notes to be delivered, other than to or in the name of the registered holder. --------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ------------------------------- Principal Amount at Final Maturity (Name) to be purchased (if less than all): ------------------------------- (Street Address) $__,000 ------------------------------- (City, state and zip code) Social Security or Other Taxpayer Number Please print name and address FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: The Interpublic Group of Companies, Inc. The undersigned registered holder of this Note hereby acknowledges receipt of a notice from The Interpublic Group of Companies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 original Principal Amount at Final Maturity or a integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, paid by the undersigned shall pay all transfer taxes payable with respect theretoon account of interest accompanies this Security. Dated: ---------------------------------- Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to or in the name of the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares if to be delivered, and Notes if to be issued other than to and in the name of registered holder: ---------------------------------- (Name) ---------------------------------- (Street Address) ---------------------------------- (City, state and zip code) Please print name and address Principal Amount at Final Maturity to be purchased (if less than all): $__,000 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in Cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied I elect [check one]: __to withdraw such Purchase Notice as to the Notes to which such Fundamental Change Purchase Notice relates in the Principal Amount at Final Maturity of $_____, 000, with certificate numbers ___, or __ to receive Cash in respect of the entire Purchase Price for all Notes (or portions thereof) to which such Purchase Notice relates. Social Security or Other Taxpayer Number ASSIGNMENT FORM For value received ____________ hereby sell(sSignature(s)________________________ If shares or Securities are to be registered in the name of a Person other than the Holder, assign(splease print such Person's name and address: (Name) (Address) Social Security or other Identification Number, if any [Signature Guaranteed] If only a portion of the Securities is to be converted, please indicate: 1. Principal amount to be converted: U.S. $ ___________ 2. Principal amount and transfer(s) unto denomination of Securities representing unconverted principal amount to be issued: Amount: U.S. $___________ Denominations: U.S. $____________ (Please insert social security U.S.$1,000 or other Taxpayer Identification Number any integral multiple of assignee) U.S.$1,000 in excess thereof, provided that the within Note, and hereby irrevocably constitutes and appoints __________ attorney to transfer the said Note on the books unconverted portion of the Company, with full power such principal amount is U.S. $1,000 or any integral multiple of substitution U.S. $1,000 in the premises.excess thereof)