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<PAGE>
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 se
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