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                               ELEVENTH AMENDMENT
                               ------------------

     AGREEMENT made as of May 24, 2001 (the "Effective Date"), between GREY
GLOBAL GROUP INC., a Delaware corporation with principal offices at 777 Third
Avenue, New York, New York 10017 ("Grey"), and Edward H. Meyer, residing at 580
Park Avenue, New York, New York 10021 ("Meyer").

     Meyer is employed by Grey as its President, Chairman of the Board and
Chief Executive Officer pursuant to an employment agreement originally executed
effective February 9, 1984 and amended from time to time thereafter (such
employment agreement, as so amended, being hereinafter referred to as the
"Current Agreement").

     The parties desire to amend the Current Agreement in certain respects.

     NOW, THEREFORE, in consideration of the foregoing, the parties hereby
agree as follows:

     1.   Capitalized Terms.  Capitalized terms used herein, unless otherwise
defined herein, have the meaning ascribed to such terms in the Current
Agreement.

     2.   Section 1 of the Current Agreement is hereby amended and restated to
read as follows:

          1.   Employment: Term. For the period beginning on the date hereof and
     ending on December 31, 2004, Grey shall continue to employ Meyer as the
     President, Chairman of the Board and Chief Executive Officer ("Chief
     Executive Officer") of Grey with full responsibility for supervision of all
     corporate affairs, reporting only to the Board of Directors of Grey
     ("Board").

     3.   Section 4(a) of the Current Agreement is hereby amended so that the
phrase "December 2002" is deleted and replaced with the phrase "December 2004".

     4.   Section 4(b) of the Current Agreement is hereby amended so that the
phrase "December 31, 2002" is deleted and replaced by the phrase "December 31,
2004".
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     5.   Section 4(c) of the Current Agreement is hereby amended so that the
phrase "upon Meyer's retirement from Grey at December 31, 2002" is deleted and
replaced by the phrase "upon Meyer's retirement from Grey on or after December
31, 2004".

     6.   Section 4(c) of the Current Agreement is hereby amended so that the
phrase "January 2003" is deleted and replaced by the phrase "the first week of
the month immediately following the month of Meyer's retirement on or after
December 31, 2004".

     7.   Section 13 of the Current Agreement is hereby amended and restated to
read as follows:

          13.  Certain Post-Termination Arrangements. In recognition of the high
    degree of prominence Meyer has achieved in Grey's industry and his close
    association with Grey in the minds of clients, industry professionals and
    the public at large, and in further recognition of the benefits accruing to
    Grey in maintaining such prominence, upon termination of Meyer's full-time
    employment as Chief Executive Officer pursuant to this Agreement for any
    reason other than Cause:

          13.1  for the remainder of Meyer's life (the "Continuation Period"),
     Grey shall, at its expense, furnish Meyer with:

              (a) office facilities on a floor regularly used by top management,
     such office facilities to be comparable in quality and floor location and
     no less than one-half the size of those utilized by Meyer immediately prior
     to such termination and located in the midtown Manhattan area, or at
     Meyer's option, either in the building then housing Grey or in a building
     of comparable quality,

               (b)  for the first five years such termination, two secretaries
     having skill levels comparable to skill levels of the senior secretaries
     utilized by Meyer immediately prior to such termination with salary and
     benefits and office accommodations and facilities comparable to those of
     the senior secretaries utilized by Meyer his employment hereunder (each
     such secretary, a "Secretary"), and for the remainder of the Continuation
     Period, one Secretary; and



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               (c) such other staff assistance and office support services as
shall be reasonably necessary for Meyer to satisfactorily pursue his personal
and professional activities including, if applicable, the Consulting Services
described in Section 12 hereof; provided, however, that Grey shall furnish such
office support services to Meyer only from the building then housing Grey;

          13.2 for a period of five years, Grey shall (A) furnish Meyer with a
car and a driver comparable to the car and driver furnished him during his
employment as Chief Executive Officer of Grey, to be used by Meyer as he sees
fit, and (B) pay all the associated expenses of such car and driver on the same
basis as it paid such expenses during Meyer's employment as Chief Executive
Officer of Grey;

          13.3 Grey shall reimburse Meyer for all travel and entertainment
expenses not exceeding $100,000 per annum for a period of five years after such
termination incurred by him in performing services for Grey (as determined by
Meyer in his sole discretion), provided that Meyer provides written
documentation for such expenses in a manner which reasonably conforms to Grey's
policy as Meyer shall reasonably determine, and provided further that the
$100,000 amounts shall be adjusted as of January 1, 1989 and as of each January
1 thereafter ending with the January 1 in the year in which such termination
occurs, to reflect increases in the Consumer Price Index published by the
Bureau of Labor Statistics For All Urban Customers, New York Northeastern New
Jersey Index (for these purposes, the base year for such expenses shall be
1988);

          13.4 in view of Meyer's lengthy experience and grasp of the needs of
charities in the communities of which Grey is a part, Grey charges and invests
Meyer, of each of the first five years after such termination, with the
responsibility and authority for direction of $100,000 of the annual charitable
contributions of Grey, it being understood that such amounts shall be reduced
in each year by (A) any monies donated by the trustees of the Good Neighbor
Foundation and other similar foundations based in part on Meyer's
recommendation and (B) any monies donated by Grey to charitable institutions
pursuant to commitments made by Meyer on behalf of Grey prior to such
termination;


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     13.5 for a period of five years, Grey shall provide Meyer access to the
executive dining rooms and kitchen facilities of Grey on a basis comparable to
the basis on which such facilities were provided to Meyer as Chief Executive
Officer of Grey; and

     13.6 within 120 days after such termination, Meyer may purchase from Grey,
at the then depreciated book value to Grey, up to $100,000 (based on such
depreciated book value) of the furnishings, including without limitation the
paintings, contained in his office immediately prior to such termination.

Notwithstanding the foregoing, Grey may (a) on ten (10) days' written notice to
Meyer, suspend its payments for such office facilities, Secretaries and staff
assistance and office support services and/or car and driver if Meyer is unable
regularly to make use of such office facilities and office support services,
Secretaries and staff assistance and/or car and driver, as the case may be,
because of a disability which persists for a period of 18 months, or (b)
terminate its payments for such office facilities, Secretaries, and staff
assistance and office support and car and driver if Meyer should not be in
compliance with Section 8 hereof (as modified by Section 11 hereof). Any
suspension of payments for facilities and services as described in this
paragraph shall apply only to those facilities and services of which Meyer is
not able regularly to make use because of a disability, which persists for a
period of 18 months. Notwithstanding any suspension described in clause (a) of
the first sentence of this paragraph, upon recovery of Meyer from his
disability, Grey shall reinstate such payments for the above described
facilities and services, provided that the period of time during which Meyer is
entitled to such facilities and services has not expired. For the purposes of
this paragraph, the term "disability" shall mean Meyer's physical or mental
incapacity so as to render him incapable of making use of any one or more of the
facilities and services described in this paragraph. To establish a status of
disability as provided in the preceding sentence, there must first be issued in
writing a determination of disability. A determination of disability may be
issued at the initiation of Grey, Meyer or a legal representative of Meyer. A
determination of disability shall be issued upon the written certification of a
qualified medical doctor agreed to by Grey and Meyer, or, in the event of
Meyer's incapacity to designate a doctor, Meyer's legal representative. In the
absence of agreement be-





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     tween Grey and Meyer (or his legal representative), each party shall
     nominate a qualified medical doctor and the two doctors shall select a
     third doctor, who shall make the determination as to the disability. In the
     event that either Meyer or Grey shall desire to establish whether Meyer is
     disabled, Meyer (or his legal representative) and Grey shall use their
     respective best efforts to cooperate so that a prompt determination can be
     reached and Meyer shall make himself available, as reasonably requested by
     Grey, for examination by a doctor in accordance with this paragraph. The
     facilities and services described in this Section 13 shall not accrue to
     the benefit of Sandra Meyer (in the event of Meyer's death).

          8.  Status of Current Agreement. This Amendment shall be effective as
of the Effective Date, and, except as set forth herein, the Current Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.

          IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.


                                                          GREY GLOBAL GROUP INC.

                                                          By [illegible]
                                                            --------------------

                                                          /s/Edward H. Meyer
                                                          ----------------------
                                                           Edward H. Meyer






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