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SECOND AMENDMENT
TO
GREY ADVERTISING INC.
DEFERRED COMPENSATION TRUST
This Second Amendment (the "Second Amendment"), made as of the
30th day of April, 1998, by and between Grey Advertising Inc. (the "Company")
and United States Trust Company of New York (the "Trustee");
WHEREAS, the Company and the Trustee entered into the Grey
Advertising Inc. Deferred Compensation Trust, dated as of March 22, 1995, as
amended by instrument dated as of February 26, 1996, pursuant to which a trust
(the "Trust") has been created;
WHEREAS, the Company has entered into an employment agreement
(the "Agreement") first executed effective February 9, 1984, with Xxxxxx X.
Xxxxx (the "Executive"), which Agreement has been last amended and extended as
of the date hereof by the Tenth Amendment thereof (the "Tenth Amendment"), a
copy of which is annexed hereto as Exhibit A;
WHEREAS, the Tenth Amendment contains, as Section 3 thereof, a
provision titled "Supplemental Pension" (such section hereinafter referred to as
the "Pension Agreement");
WHEREAS, the Company may incur liability under the terms of
such
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Pension Agreement with respect to the Executive;
WHEREAS, the Pension Agreement contemplates the establishment
of a Sub-Account under the Trust (hereinafter called the "Sub-Account") and the
contribution by the Company to the Trust from time to time of amounts that shall
be held therein and credited to the Sub-Account for the benefit of the
Executive;
WHEREAS, the Company desires further to amend the Trust
Agreement and, in accordance with Section 12 of the Trust Agreement, is
permitted to do so with the consent of the Executive;
NOW, THEREFORE, the parties are entering into this Second
Amendment and hereby agree as follows:
1. Section 1(e) of the Trust Agreement is hereby amended in
its entirety to read as follows:
At such time as a contribution to the Trust is
required pursuant to the Deferred Compensation Agreement or
the Pension Agreement, the Company shall contribute in cash to
the Trustee hereunder an amount equal to the contributions
required to be made pursuant to the terms of the Deferred
Compensation Agreement or the Pension Agreement, as the case
may be. The Trustee shall not have any right to compel such
contributions.
2. Sections 2(a) and 2(b) of the Trust Agreement are hereby
amended by inserting the words "or the Pension Agreement, as the case may be,"
after the words "Deferred Compensation Agreement," wherever appearing in such
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Sections.
3. Section 2(c) of the Trust Agreement is hereby amended in
its entirety to read as follows:
The Company may make payment of benefits directly to
the Executive in accordance with the terms of the Deferred
Compensation Agreement or the Pension Agreement, as the case
may be. To the extent that the Company pays any amounts then
due to the Executive pursuant to the terms of the Deferred
Compensation Agreement or the Pension Agreement, as the case
may be, then the Trustee, upon receipt of certification from
the Company and the Executive that such payment has been made,
shall return to the Company an equal amount of Trust assets
that have been credited to the Executive's Trust Account or
Sub-Account (as such terms are defined in Section 5(a)
hereof), as applicable.
4. Section 3(b)(3) and Section 4 of the Trust Agreement are
hereby amended by adding the words "or the Pension Agreement, as the case may
be" after the words "Deferred Compensation Agreement" wherever appearing in such
Sections.
5. The first sentence of Section 5(a) of the Trust Agreement
is hereby amended in its entirety to read as follows:
Contributions to the Trust on behalf of the Executive
pursuant to the Deferred Compensation Agreement and any
interest and earnings thereon shall be credited, and any
distribution from the Trust in respect of the Deferred
Compensation Agreement or losses thereon shall be debited, to
an account (the "Trust Account") established and held by the
Trustee for the Executive; and contributions to the Trust on
behalf of the Executive pursuant to the Pension Agreement and
any interest and earnings thereon shall be credited, and any
distribution from the Trust in respect of the Pension
Agreement or losses thereon
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shall be debited, to a sub-account (the "Sub-Account")
established and held by the Trustee for the Executive.
6. The last sentence of Section 6 of the Trust Agreement is
hereby amended to read as follows:
Except as otherwise provided in the Pension Agreement, the
Company shall be solely responsible for the payment of all
applicable income and other taxes imposed on the Trust with
respect to interest and other earnings on amounts held in the
Trust, whether held in the Trust Account or Sub-Account.
7. Section 7 of the Trust Agreement is hereby amended by
adding the words "and the Sub-Account" after the words "the Trust Account"
wherever appearing in such Section.
8. Section 8(a) of the Trust Agreement is hereby amended by
adding the words ", the Pension Agreement" after the words "Deferred
Compensation Agreement" in such Section.
9. Sections 12(b) and 12(c) are hereby amended by adding the
words "and the Pension Agreement" after the words "Deferred Compensation
Agreement" in such Sections.
10. A new Section 16 is added to the Trust Agreement, to read
as follows:
Section 16. Certain Reports. Each party shall furnish to the
other parties the reports and other information required to be
fur-
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nished by such party in connection with the determination of
the "Deducted Amount" (as defined in the Pension Agreement).
11. Capitalized terms not otherwise defined herein shall have
the meaning set forth in the Trust Agreement.
12. Except as expressly amended hereby, all of the terms and
provisions of the Trust Agreement shall remain unchanged and continue in full
force and effect and the parties hereto shall be entitled to all of the
applicable benefits thereof and shall be responsible for all of their respective
obligations thereunder.
13. On and after the date hereof, each reference in the Trust
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Trust Agreement shall mean and be a reference to the Trust
Agreement as amended hereby.
14. This Amendment may be executed in counterparts, both of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
15. This Second Amendment shall be construed in accordance
with and governed by the laws of New York, without regard to its conflicts of
law principles.
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IN WITNESS WHEREOF, the parties hereto have executed this
Second Amendment as of the date first above written.
GREY ADVERTISING INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
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Title: Executive Vice President
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By: /s/ Xxxxxxx Friday Xxxxx
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Name: Xxxxxxx Friday Xxxxx
Title: Vice President
Consented and Agreed to
as of the date first above
written:
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Xxxxxx X. Xxxxx
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