AMENDMENT NO. 1 TO THE
YOUNG & RUBICAM INC. GRANTOR TRUST AGREEMENT
WHEREAS, Young & Rubicam Inc., a corporation organized under the laws
of the State of Delaware, (hereinafter referred to as the "Company"), and The
Bank of New York, a bank organized under the laws of the State of New York
(hereinafter referred to as the "Trustee"), made and entered into the Young &
Rubicam Inc. Grantor Trust Agreement as of May 14, 1998 (the "Trust Agreement");
WHEREAS, Section 13 of the Trust Agreement provides for amendment of
the Trust Agreement by a written instrument executed by the Trustee and the
Company;
NOW, THEREFORE, the Trust Agreement is hereby amended, effective as of
May 15, 1998 as follows:
1. Section 2(c) is amended and restated in its entirety as follows:
The Administrator shall advise the Trustee of the amount of
withholding of any federal, state, local or foreign taxes that may be
required to be withheld, if any, and the manner of reporting with
respect to the payments of benefits pursuant to the terms of the Plan
or any other compensatory arrangement theretofore established with
respect to which the Trust is then holding assets. The Administrator
shall also advise the Trustee of any foreign taxes or withholding for
foreign taxes that may be due prior to the payment of benefits
pursuant to the terms of the Plan or any other compensatory
arrangement theretofore established with respect to which the Trust is
then holding assets. The Trustee may conclusively rely without further
inquiry upon such advice. Unless it has been advised by the Company
that such amounts have been reported, withheld and/or paid by the
Company, the Trustee, as directed by the Administrator, either shall
report, withhold and pay amounts withheld to the appropriate taxing
authorities or shall pay the amounts indicated to the Company, in cash
or stock, as directed by the Administrator, who shall report, withhold
and pay the amount of any applicable withholding or tax to the
appropriate taxing authorities. Notwithstanding anything to the
contrary in the preceding sentence, if any withholding or payment of
tax is required with respect to an in-kind distribution of assets to
the Participants or their Beneficiaries or in the absence of any
distribution the Trustee shall be directed by the Administrator to
report, withhold and/or pay any tax to the appropriate taxing
authorities (rather than to pay the amounts indicated to the Company
so that the Company can report, withhold and/or pay any tax) only to
the extent that there is cash available to effect such withholding
and/or payment, and the Trustee shall not be obligated to sell assets
or otherwise take steps to raise sufficient cash to withhold and/or
pay any tax to the appropriate taxing authorities except pursuant to
the sale procedure specified in Section 2(d) hereof.
This Amendment No. 1 to the Trust Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, this Amendment No. 1 to the Trust Agreement has
been duly executed by the parties hereto as of June 15, 1998.
Young & Rubicam Inc.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Attest
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The Bank of New York, as Trustee
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Attest
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