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EXHIBIT 10.2
THIRD AMENDMENT TO THE
GREY ADVERTISING INC.
DEFERRED COMPENSATION TRUST AGREEMENT
DATED AS OF MARCH 22, 1995,
BETWEEN GREY ADVERTISING INC.
AND UNITED STATES TRUST COMPANY OF NEW YORK
Dated as of: March 2, 2005
SIMPSON THACHER & BARTLETT LLP
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WHEREAS, a trust (the "Trust") was created under Agreement dated as
of
March 22, 1995 (the "Trust Agreement"),
between Grey Advertising Inc., now known
as Grey Global Group Inc. (the "Company"),
and United States Trust Company of
New York (the "Trustee") for the benefit of
Edward H. Meyer (the "Executive");
and
WHEREAS, Section 12 of the Trust Agreement provides that the
Trust
Agreement may be amended by a written
instrument executed by the Company and the
Trustee; provided that no amendment that
alters or impairs the rights of the
Executive thereunder may be made without
the prior written consent of the
Executive; and
WHEREAS, the Company and the Trustee, with the consent of the
Executive, amended the Trust Agreement by
the First Amendment to the Trust
Agreement dated as of February 26, 1996;
and
WHEREAS, the Company and the Trustee, with the consent of the
Executive, amended the Trust Agreement by
the Second Amendment to the Trust
Agreement dated as of April 30, 1998;
and
WHEREAS, Sections 10(b) and 11(a) of the Trust Agreement permit
the
Company, with the consent of the Executive,
to remove the Trustee and appoint a
successor corporate Trustee, which
appointment shall be effective when accepted
in writing by the successor Trustee who
shall have all of the rights and powers
of the former Trustee, including ownership
rights in the Trust assets; and
WHEREAS, the Company, with the consent of the Executive, removed
the
Trustee and appointed HSBC Bank USA as
successor Trustee (hereinafter referred
to as the "Trustee"), and HSBC Bank USA
accepted appointment as Trustee by
letter dated May 23, 2003; and
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WHEREAS, the Company and the Trustee wish to amend the Trust
Agreement;
and
WHEREAS, the Executive consents to the amendment of the Trust
Agreement
as hereinafter provided:
NOW, THEREFORE, the Company and the Trustee hereby exercise their
power
under Section 12 of the Trust Agreement and
amend the Trust Agreement as
follows:
FIRST: The Company and the Trustee hereby delete the last
