<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                   FORM 10-K/A

[X]      AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                          COMMISSION FILE NUMBER 0-7898

                             GREY GLOBAL GROUP INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   DELAWARE                               13-0802840
       (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)              Identification Number)

         777 Third Avenue, New York, New York               10017
       (Address of principal executive offices)          (Zip Code)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 212-546-2000

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

           TITLE OF EACH CLASS       NAME OF EACH EXCHANGE ON WHICH REGISTERED
       --------------------------    -----------------------------------------
                   None                                None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (TITLE OF CLASS)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to the filing
requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes [X] No [ ]

         The aggregate market value of the voting stock held by non-affiliates
of registrant was $545,774,228 as at March 1, 2002.

         The registrant had 1,043,646 shares of its common stock, par value $.01
per share, and 220,858 shares of its Limited Duration Class B Common Stock, par
value $.01 per share, outstanding as at March 1, 2002.
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the annual proxy statement to be furnished in connection
with the registrant's 2002 annual meeting of stockholders are incorporated by
reference into Part III.

================================================================================


                                       2
<PAGE>
         The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the year ended
December 31, 2001 on Form 10-K as set forth in the pages attached hereto:

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11.   EXECUTIVE COMPENSATION.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                 GREY GLOBAL GROUP INC.
                                 (Registrant)

                                 By: /s/   STEVEN G. FELSHER
                                    --------------------------------------------
                                    Vice Chairman,
                                    Principal Financial Officer,
                                    Secretary and Treasurer

                                 Dated: April 29, 2002

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ("COMPANY").

         Set forth below is certain information concerning the Company's
directors:
<TABLE>
<CAPTION>
                                                                                                             PERCENT
                                                                                               NO. OF          OF
                                                                                              SHARES OF       VOTES
                                                                                TERM/         VOTING           CAST
                                                                               OFFICE          STOCK           BY
                                                                    DIRECTOR    WILL           OWNED          VOTING
                  NAME(A)        AGE        OCCUPATION(B)            SINCE     EXPIRE       BENEFICIALLY(C)   SHARES
            -----------------   ----  --------------------------    --------   ------       ---------------   ------
<S>                             <C>   <C>                           <C>        <C>          <C>                <C>
            Victor J. Barnett     69  Chairman, Burberry Ltd          2001       2004            200(e)        -- (f)

            Mark N. Kaplan..      72  Of counsel, Skadden, Arps,      1973      -- (h)         2,200(e)        -- (f)
                                      Slate, Meagher & Flom,
                                      LLP, law firm(d)

            Edward H. Meyer.      75  Chairman of the Board,          1961       2003        539,490(g)        70.16%
                                      President and Chief
                                      Executive Officer

            Daniel S. Shapiro     63  Partner, Schulte Roth &         2002       2002(i)           --             --
                                      Zabel, LLP, law firm
</TABLE>

----------
(a)      There is no family relationship between any director and any other
         director or executive officer of the Company.

(b)      The position of Mr. Meyer is with the Company, and he has served the
         Company for more than the past five years.

         Mr. Kaplan also serves on the boards of directors of American Biltrite,
         Inc., Autobytel, Inc., Congoleum, Inc., DRS Technologies, Inc., REFAC
         Technology Development Corporation and Volt Information Sciences, Inc.

         Mr. Meyer is also a director of Ethan Allen Interiors, Inc. and Harman
         International Industries, Inc.


                                       3
<PAGE>
(c)      Represents beneficial interests in shares of the Company's Common
         Stock, Class B Stock and Series I, II and III Preferred Stock.
         Information is as of March 1, 2002.

(d)      Skadden, Arps, Slate, Meagher & Flom LLP, a law firm for which Mr.
         Kaplan serves of counsel, has provided certain legal services to the
         Company in 2001 and 2002.

(e)      Mr. Barnett owns 200 shares of Common Stock. Mr. Kaplan owns 1,100
         shares of each of Common Stock and Class B Stock.

(f)      Represents less than 1.0% of the votes entitled to be cast.

(g)      Mr. Meyer beneficially owns 104,684 shares of Common Stock and 110,053
         shares of Class B Stock, as to which he, as the Voting Trustee under
         the Voting Trust Agreement (as hereinafter defined), exercises voting
         power, and 20,000 shares of the Series I Preferred Stock, and 5,000
         shares of each of the Series II and of the Series III Preferred Stock,
         representing approximately 10.0%, 49.8%, 100%, 100% and 100% of each
         class, respectively. Also includes shares held pursuant to the Voting
         Trust Agreement, as to which Mr. Meyer, as the Voting Trustee,
         exercises voting power, and shares of Common Stock and Class B Stock
         held in the Company's Employee Stock Ownership Plan as to which Mr.
         Meyer exercises shared voting power by virtue of his membership on the
         committee charged with its administration. Also includes shares of
         Common Stock (2.4%) and Class B Stock (11.6%) issuable upon conversion
         of the Company's 8 -1/2% Convertible Subordinated Debentures owned by
         Mr. Meyer after giving effect to the assumed conversion thereof and
         shares of Common Stock (8.6%) issuable upon exercise of currently
         exercisable stock options owned by Mr. Meyer and shares of Common Stock
         issuable upon exercise of stock options which are exercisable by
         beneficiaries under the Voting Trust Agreement after giving effect to
         the assumed exercise thereof. Does not include shares of Common Stock
         issuable to beneficiaries under the Voting Trust Agreement upon
         exercise of options which are not currently exercisable.

(h)      Mr. Kaplan was elected by the holder of the Series I Preferred
         Stock to fill the vacancy created by the resignation of Richard Reiss
         Jr. and serves until the election of his successor.

(i)      Mr. Shapiro filled the vacancy created by Mr. Kaplan's election by the
         holder of the Series I Preferred Stock, for the term expiring at the
         2002 annual meeting.

         Directors who are not employees of the Company receive a fee of $4,500
per quarter and a fee of $4,000 for each meeting of the Board attended.
Directors who are also employees receive no remuneration for serving on the
Board. Under an agreement with the Company, Mr. Kaplan has elected to have
payment of his director's fees deferred until he retires from the Board. Members
of the Audit Committee and the Compensation Committee receive $1,000 for
attendance at each meeting of each such committee which does not fall on the
same day as a meeting of the Board. The Company will match, at the request of a
Director, on an annual basis up to $10,000 in charitable contributions made by
each non-employee Director.

         Information concerning the Company's executive officers is included in
Part I of this report.


                                       4
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.

         The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of its Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company with respect to the three most recently completed fiscal
years of the Company:

<TABLE>
<CAPTION>
                                                                              LONG-TERM COMPENSATION
                                                                              ----------------------
                                                    ANNUAL COMPENSATION
                                                    -------------------          REST.       STOCK      ALL OTHER
                     NAME AND POSITION          YEAR     SALARY(2)  BONUS(2)    STOCK($)   OPTIONS(#)    COMP.(1)
                 -------------------------      ----   ----------  ---------    ---------  ---------   ----------
<S>                                             <C>    <C>         <C>          <C>        <C>         <C>
                 Edward H. Meyer........        2001   $3,300,000  $ 225,000     -- 0 --    -- 0 --    $   72,999
                   Chairman, President and      2000    2,900,000    450,000     -- 0 --    -- 0 --     1,314,756
                   Chief Executive Officer      1999    2,900,000    250,000     -- 0 --    -- 0 --       912,520

                 Robert L. Berenson.....        2001   $  625,000  $ -- 0 --     -- 0 --    -- 0 --    $   20,263
                   Vice Chairman,               2000      625,000    170,000     -- 0 --    -- 0 --       292,080
                   General Manager              1999      625,000    170,000     -- 0 --    -- 0 --       280,659

                 Steven G. Felsher......        2001   $  600,000  $ 125,000  $ 183,450(3)      300    $    5,035
                   Vice Chairman,               2000      600,000    250,000    899,250       1,500       261,735
                   Chief Financial Officer,     1999      425,000    200,000     -- 0 --    -- 0 --       210,884
                   Secretary and Treasurer

                 Stephen A. Novick......        2001   $  825,000  $ 125,000     -- 0 --    -- 0 --    $   12,970
                   Vice Chairman,               2000      825,000    100,000     -- 0 --    -- 0 --       217,096
                   Chief Creative Officer       1999      825,000    100,000     -- 0 --    -- 0 --       205,412

                 John Shannon...........        2001   $  566,973  $ -- 0 --     -- 0 --    -- 0 --    $  101,527
                   President,                   2000      555,249    151,500     -- 0 --    -- 0 --        47,156
                   Grey-International           1999      600,730    165,320     -- 0 --    -- 0 --        61,741
</TABLE>

------------
(1)      All Other Compensation in 2001 includes: (i) amount shown for Mr.
         Shannon represents deferred compensation pursuant to a
         subsidiary-sponsored program for United Kingdom executives; (ii)
         respective insurance premium expense coverage or reimbursement of
         $72,999, $20,263, $5,035 and $12,970 in 2001, for Messrs. Meyer,
         Berenson, Felsher and Novick.

(2)      Includes amounts paid into a deferred compensation trust on Mr. Meyer's
         behalf. (See "Certain Relationships and Related Transactions.")

(3)      Grant of 300 shares of restricted stock pursuant to the Company's 1994
         Stock Incentive Plan which restricted shares vest at a rate of
         one-third per year beginning on July 21, 2004.

AGGREGATE OPTIONS EXERCISED IN 2001 AND STOCK OPTION VALUES AS AT DECEMBER 31,
2001(1)

<TABLE>
<CAPTION>
                                                                                                    VALUE OF
                                                                          NUMBER OF                UNEXERCISED
                                                                         UNEXERCISED              IN-THE-MONEY
                                                                          OPTIONS AT                OPTIONS AT
                                           SHARES                      DECEMBER 31, 2001         DECEMBER 31, 2001
                                          ACQUIRED      VALUE       ------------------------   -------------------------
                       NAME               ON EXERCISE  REALIZED(2)  EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
              ----------------------      -----------  -----------  -------------------------  -------------------------
<S>                                       <C>          <C>          <C>                        <C>
              Edward H. Meyer.......         --           --                      90,000/0              $39,392,500/0
              Robert L. Berenson....         --           --                   3,334/1,666         $1,727,845/863,405
              Steven G. Felsher.....         --           --                   1,999/3,501       $1,007,177/1,267,573
              Stephen A. Novick.....         --           --                   2,334/1,166         $1,209,595/604,280
              John Shannon..........         --           --                   1,334/1,166           $691,345/512,280
</TABLE>

------------
(1)      All options relate to shares of Common Stock.

(2)      "Value Realized" represents the market price of the Common Stock on the
         date of exercise less the exercise price paid.


                                       5
<PAGE>
OPTION GRANTS IN THE LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                    INDIVIDUAL GRANTS
                                            ----------------------------------------------------------------
                                                               % OF TOTAL
                                                                 OPTIONS
                                             NUMBER OF SHARES  GRANTED TO   EXERCISE              GRANT DATE
                                            UNDERLYING OPTIONS  EMPLOYEES     PRICE                 PRESENT
                              NAME              GRANTED(1)       IN 2001    ($/SHARE)  EXP. DATE    VALUE(2)
                        -----------------   ------------------ ----------   --------   ---------  ----------
<S>                                         <C>                <C>          <C>        <C>        <C>
                        Steven G. Felsher           300            37.5%    $ 608.00    7/21/11   $  94,578
</TABLE>

----------
(1)      Options granted to acquire Common Stock at market price on the date of
         grant under the Company's 1994 Stock Incentive Plan. The options are
         exercisable at a rate of one-third per year beginning on the initial
         exercise date, which for Mr. Felsher is July 21, 2004.

(2)      Amounts based on the modified Black-Scholes option prices model with
         the following assumptions: exercise price equal to fair market value on
         the date of grant, ten year option term, interest rate of 4.65% and a
         dividend rate of .66%. There is no assurance that value realized by an
         optionee will be at or near the value estimated by this pricing model.
         Should the stock price not rise above the option price, the optionee
         will realize no gain.

SENIOR EXECUTIVE OFFICER POST-EMPLOYMENT COMPENSATION PLAN

         The Senior Executive Officer Post-Employment Compensation Plan provides
that certain qualified officers of the Company and its subsidiaries will be
entitled upon retirement at or after the age of 60 to a lifetime supplemental
pension of a maximum of $60,000 per year depending, in part, upon the date of
retirement. Persons who are executive vice presidents of the Company, or more
senior, or are designated senior executive officers of certain of the Company's
subsidiaries, and who have met certain age and length of service requirements,
and have been designated by the Board of Directors of the Company, are
participants under the plan. In addition, a surviving spouse of a recipient of a
pension under the plan is entitled to an annual pension equal to a maximum of
$30,000, depending, in part, upon the date of retirement of the deceased
participant, for the shorter of such spouse's life and 20 years. Each of the
named executives (other than Mr. Shannon) were participants under the plan. In
addition, the Company has certain understandings whereby certain additional
pension amounts may be paid to Messrs. Berenson, Felsher and Novick.
Furthermore, the Company has agreed to make certain payments ("pension
deposits") to a rabbi trust established with the United States Trust Company of
New York which would be used to fund a pension obligation to be payable to Mr.
Meyer over the eleven year period following the normal expiration of his current
employment agreement ("pension period"). Annual pension deposits of $360,000 are
to be made through 2004 contingent on Mr. Meyer's continued employment. The
amount of the pension to be paid to Mr. Meyer will be dependent on, and be
limited to, the funds in the rabbi trust during the pension period. In addition,
upon termination of Mr. Meyer's employment prior to the commencement of the
pension period or upon his death, any undistributed funds in the rabbi trust
would be paid to Mr. Meyer or his estate, as the case may be, in satisfaction of
any future obligations with respect to this pension.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         As of March 1, 2002 the Company had outstanding 1,043,646 shares of
Common Stock and 220,858 shares of Class B Stock. To the knowledge of the Board
of Directors as of March 1, 2002 no stockholder owned of record or beneficially
more than 5% of the Company's outstanding Shares of Common Stock, Class B Stock
or Preferred Stock except as indicated below.

<TABLE>
<CAPTION>
                                                                                     AMOUNT OF SHARES
                                                                                       AND NATURE OF
                                                NAME AND ADDRESS OF RECORD             BENEFICIAL OR    PERCENTAGE
               TITLE OF CLASS                       OR BENEFICIAL OWNER              RECORD OWNERSHIP    OF CLASS
             ------------------        -------------------------------------------  -----------------   ---------
<S>                                    <C>                                          <C>                 <C>
             Common Stock......        Edward H. Meyer, as Voting Trustee                 134,777(a)       12.9
                                       under a Voting Trust Agreement, dated
                                       as of February 24, 1986, and as
                                       subsequently amended ("Voting Trust
                                       Agreement"), among the Voting Trustee,
                                       the Company and the Beneficiaries of
                                       the Voting Trust Agreement
                                       777 Third Avenue,
                                       New York, New York 10017
</TABLE>


                                       6
<PAGE>
<TABLE>
<S>                                    <C>                                          <C>                 <C>
                                       Edward H. Meyer                                    220,248(b)      19.0
                                       777 Third Avenue
                                       New York, New York 10017

                                       The committee administering the                     24,527(c)       2.4
                                       Company's Employee Stock
                                       Ownership Plan
                                       777 Third Avenue
                                       New York, New York 10017

                                       Ariel Capital Management, Inc.                     260,134(d)      24.9
                                       200 E. Randolph Drive
                                       Chicago, Illinois 60601

                                       Brookside Capital Partners Fund, L.P.               75,458(e)       7.2
                                       111 Huntington Avenue
                                       Boston, Massachusetts 02199

                                       Tweedy Browne Company LLC                           62,916(f)       6.0
                                       350 Park Avenue
                                       New York, New York 10022

                                       All executive officers and directors               295,867(h)      25.1
                                       as a group

             Class B Stock.....        Edward H. Meyer                                    132,417(a)      60.0
                                       Trustee under the Voting Trust
                                       Agreement
                                       777 Third Avenue
                                       New York, New York 10017

                                       Edward H. Meyer                                    135,617(b)      55.0
                                       777 Third Avenue
                                       New York, New York 10017

                                       The committee administering the                     56,944(c)      25.8
                                       Company's Employee Stock
                                       Ownership Plan
                                       777 Third Avenue
                                       New York, New York 10017

                                       Jerry Green                                         12,100(g)       5.5
                                       c/o Union Securities, Inc.
                                       Two Pershing Square
                                       2300 Main Street
                                       Kansas City, MO  64108

                                       All executive officers and directors               216,025(h)      87.7
                                       as a group

        Series I, Series II and        Edward H. Meyer                                     30,000(i)     100.0
          Series  III Preferred        777 Third Avenue
          Stock................        New.York, New York 10017
</TABLE>

------------
(a)      Represents voting power only. Does not include shares issuable upon
         exercise of options which are, however, contractually bound to be
         deposited pursuant to the Voting Trust Agreement. In general,
         investment power over the shares deposited in the voting trust


                                       7
<PAGE>
         established pursuant to the Voting Trust Agreement is retained by the
         several beneficiaries of the Voting Trust Agreement. (See "Certain
         Relationships and Related Transactions" below.)

(b)      Includes shares of Common Stock and of Class B Stock, as the case may
         be, issuable upon conversion of the Company's 8-1/2% Convertible
         Subordinated Debentures owned by Mr. Meyer, and shares of Common Stock
         issuable upon exercise of stock options which are currently exercisable
         (after giving effect to the assumed conversion and exercise thereof)
         and Mr. Meyer's beneficial interest in shares of Common Stock and Class
         B Stock deposited by him pursuant to the Voting Trust Agreement as to
         which he retains investment power. Does not include shares of Common
         Stock (2.4% of such class) and of Class B Stock (25.8%) held in the
         Company's Employee Stock Ownership Plan as to which Mr. Meyer exercises
         shared voting power by virtue of his membership on the committee
         charged with its administration. Does not include shares of Common
         Stock and Class B Stock held in trust for Mr. Meyer's children which
         have been deposited with the Voting Trust under the Voting Trust
         Agreement, or shares of Common Stock or of Class B Stock as to which
         Mr. Meyer exercises voting power by virtue of being the Voting Trustee
         under the Voting Trust Agreement (other than shares deposited in the
         Voting Trust by Mr. Meyer).

(c)      The committee which administers the Company's Employee Stock Ownership
         Plan exercises voting power over shares held in such plan, and is
         comprised of Mr. Meyer and Steven G. Felsher.

(d)      Information based on the Company's understanding of publicly filed
         material. Ariel Capital Management, Inc., a registered investment
         advisor, together with a related entity, on behalf of its clients, has
         sole or shared dispositive and voting power with respect to the shares
         listed.

(e)      Information based on the Company's understanding of publicly filed
         material. Brookside Capital Partners Fund, LLC., Inc., a registered
         investment advisor, together with related entities, on behalf of its
         clients, has sole or shared dispositive and voting power with respect
         to the shares listed.

(f)      Information based on the Company's understanding of publicly filed
         material. Tweedy Browne Company L.P., a registered investment advisor,
         on behalf of its clients, has been a long-term investor in the
         Company, has sole or shared dispositive and voting power with respect
         to the shares listed.

(g)      Information based on the Company's understanding of publicly filed
         material. Jerry Green, an investor in the Company, has sole voting and
         dispositive power with respect to the shares listed.

(h)      Includes shares of Common Stock (2.4% of such class) and of Class B
         Stock (25.8%), as the case may be, as to which certain executive
         officers exercise shared voting power by virtue of their membership on
         the committee administering the Company's Employee Stock Ownership
         Plan. Includes shares of Common Stock and Class B Stock as to which the
         Voting Trustee (Mr. Meyer) under the Voting Trust Agreement exercises
         voting power. Includes shares of Common Stock and of Class B Stock
         issuable upon conversion of the Company's 8-1/2% Convertible
         Subordinated Debentures owned by Mr. Meyer and shares of Common Stock
         issuable upon exercise of stock options which are exercisable by
         beneficiaries under the Voting Trust Agreement, who are obliged, under
         the terms of the Voting Trust Agreement, to deposit in the Voting Trust
         shares acquired subsequent to the execution of the Voting Trust
         Agreement, after giving effect to the assumed conversion and exercise
         thereof. Does not include shares of Common Stock issuable to
         beneficiaries under the Voting Trust Agreement upon exercise of stock
         options which are not presently exercisable.

(i)      Represents 20,000 shares of Series I Preferred Stock, and 5,000 shares
         of each of the Company's Series II and Series III Preferred Stock, of
         which classes Mr. Meyer owns 100% of the outstanding shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         During 1996, pursuant to an earlier employment arrangement with Mr.
Berenson, the Company loaned Mr. Berenson $700,000, $200,000 of which is
forgivable by the Company dependent on Mr. Berenson's continued employment
through September 2002 and $500,000 of which is forgivable by the Company
dependent on Mr. Berenson's continued employment through 2004. In addition, in
1999 the Company agreed with Mr. Berenson that upon a change in control of the
Company and the involuntary termination of Mr. Berenson's employment or material
diminution of his status resulting in him terminating his employment, he shall
be entitled to continued salary for one year following such event and the
immediate vesting of all of his currently-held theretofore unvested stock
options and allocations under SMIP, and the forgiveness of his outstanding loans
detailed above.


                                       8
<PAGE>
         The Company has an employment agreement with Mr. Felsher providing for
his continued employment with the Company through July 21, 2005. The agreement
also provides for an annual salary of $600,000 for Mr. Felsher's services, and
for the annual grant of 300 shares of restricted stock and options to acquire
300 shares of Company stock at the then pertaining market value. In addition, in
the event Mr. Felsher's employment is terminated without cause or good reason he
shall be entitled to a payment equal to the greater of his principal annual
aggregate compensation multiplied by 1.4, and the amounts which would have been
paid during the then remainder of his agreement. In such event, as well, all of
Mr. Felsher's unvested benefits under Company plans will vest.

         The Company has an employment agreement with Mr. Meyer, which provides
for Mr. Meyer's employment with the Company through December 31, 2004. The
agreement also provides for a minimum annual salary of $3,300,000 for Mr.
Meyer's services as Chief Executive Officer. If the Company terminates Mr.
Meyer's full-time employment as Chief Executive Officer without cause (as
defined in the agreement), or if Mr. Meyer effects such termination due to a
change of control of the Company or other good reason specified in the
agreement, Mr. Meyer will receive $3,000,000 in consideration of his employment.
The agreement further provides that the Company will defray premiums on life
insurance policies on Mr. Meyer's life payable to a beneficiary designated by
him; the Company paid $35,628 in premiums in respect of these policies in 2001.
The employment agreement also provides that Mr. Meyer may, for a period
subsequent to his termination of full-time employment as Chief Executive
Officer, provide the Company with consulting services for compensation at the
rate of $10,000 per month. If the Company terminates Mr. Meyer's full-time
employment as Chief Executive Officer without cause, or if Mr. Meyer effects
such termination due to a change in control of the Company or for other good
reason, Mr. Meyer will receive a lump sum payment equal to his then current
aggregate remuneration multiplied by the greater of the number of years
remaining in the term of the employment agreement and the number three. In such
event, Mr. Meyer will also have an option to sell to the Company each share of
the Common Stock and the Class B Stock which he then owns at the per share
market value of the Common Stock. Mr. Meyer's agreement also provides that,
(subject to reduction or suspension in the event Mr. Meyer becomes disabled or
is in breach of his agreement) following his termination of employment, the
Company will, among other things, provide Mr. Meyer for the remainder of his
life, with an office and related office staff and facilities and, for a period
of five years, the continued use of a car and driver. The Company has also
agreed to reimburse Mr. Meyer for certain business expenses incurred by him
during the five year period following termination of his employment of up to
$100,000 per year, with such amount being adjusted for increases in the consumer
price index until the date of termination of his employment. During such five
year period, Mr. Meyer has also been charged with the responsibility of
overseeing a certain portion of the Company's charitable contributions and,
thus, will see to the contribution to charities of $100,000 per year of the
Company's funds.

          Mr. Meyer's employment agreement also provides for the deferral of
certain compensation otherwise payable to him and the payment of such deferred
compensation into a trust, commonly referred to as a rabbi trust, established
with United States Trust Company of New York. The purpose of the trust
arrangement is to enhance the Company's ability to deduct compensation paid to
Mr. Meyer without the application of Section 162(m) of the Internal Revenue
Code ("Section") at such times as the monies are paid to Mr. Meyer from the
trust. The Section, under certain circumstances, denies a tax deduction to an
employer for certain compensation expenses in excess of $1,000,000 per year
paid by a publicly-held corporation to certain of its executives. For 2001, all
W-2 compensation attributable to Mr. Meyer in excess of $1,000,000 was deferred
and paid into the trust. In 2002 and subsequent years, such compensation as
shall be timely elected by Mr. Meyer shall be deferred and paid into the trust
provided that no such election or failure to elect shall cause any compensation
paid to Mr. Meyer to be non-deductible by reason of the Section. Amounts
deferred and paid into the trust shall be paid to Mr. Meyer or to his estate,
as the case may be, upon the expiration of Mr. Meyer's employment agreement, or
the termination of his employment by reason of death or disability. For the
purpose of the presentation of Mr. Meyer's compensation in the Summary
Compensation Table hereinabove provided, the amounts deferred and paid into the
trust are deemed having been paid to Mr. Meyer.

         In 1983, the Company sold and issued $3,025,000 principal amount of its
8-1/2% Convertible Subordinated Debentures, due December 10, 2003, to Mr. Meyer
in consideration of a purchase price of equal amount, of which $25,000 was paid
in cash and the remainder by delivery of Mr. Meyer's long-term 9% full recourse
promissory note in the principal amount of $3,000,000, due December 31, 2004.
The Debentures are convertible at any time into one share of Common Stock and
one share of Class B Stock, at a current conversion price of $118.33, subject to
adjustment upon the occurrence of certain events. During 1992, Mr. Meyer
exercised certain stock options which had been granted to him in 1984, and, in
connection therewith pursuant to the stock option agreement, issued to the
Company his promissory note in the amount of $3,169,690, representing the
exercise price in excess of the par value of the shares issued on exercise,
which amount was paid in cash, and his promissory note in the amount of
$2,339,998, representing the amount of tax required to be withheld in connection
with such option exercise (collectively the "Stock Option Notes"). In November
2001, the Company, extended the maturity dates of the Stock Option Notes, which
had originally been scheduled to mature in December 2001, by having Mr. Meyer
deliver replacement prommissory notes ("Replacement Notes") which mature in
December 2006. The interest rate pertaining to both the Stock Option Notes and
the Replacement Notes is the Applicable Federal Rate set by the Internal
Revenue Service on the date of issue, and is 6.06% and 3.93% respectively. Mr.
Meyer is also indebted to the Company in the aggregate amount of $762,950
pursuant to long-term 9%, full recourse promissory notes delivered to the
Company in connection with Mr. Meyer's purchase of shares of Series I Preferred
Stock, Series II Preferred Stock and Series III Preferred Stock (collectively,
the


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<PAGE>
"Preferred Stock"). The redemption date of the Preferred Stock is fixed at April
7, 2004. The terms of the Preferred Stock also give Mr. Meyer or his estate, as
the case may be, the option to require the Company to redeem his Preferred Stock
for a period of 12 months following his (i) death, (ii) permanent disability or
permanent mental disability, (iii) termination of full-time employment for good
reason or (iv) termination of full-time employment by the Company without cause.

         If Mr. Meyer had been terminated effective December 31, 2001 under
circumstances which would have resulted in payment of the special severance
detailed in the foregoing description of his agreement, the amount then payable
to him would have been $21,315,000. Other than pursuant to the loans described
above in connection with Mr. Meyer's securities and Mr. Berenson's arrangements,
no executive named above is indebted to the Company for more than $60,000.
Certain key employees of the Company, including the named executives (other than
Mr. Shannon) and certain members of their immediate families ("Beneficiaries"),
have entered into the Voting Trust Agreement, as amended in 1987 and 1994,
pursuant to which the Beneficiaries have deposited the shares of Common Stock
and Class B Stock owned by them into a voting trust. The Beneficiaries have also
agreed to deposit into the voting trust shares of Common Stock or Class B Stock
hereafter acquired by them. The trust was extended in 1994 and will continue
until 2004. Mr. Meyer has been designated the sole Voting Trustee. Beneficiaries
retain the sole authority to receive dividends and, in general, to dispose of
their shares held in the voting trust. The Company has entered into
indemnification agreements with each of the members of the Board of Directors
providing, generally, for the fullest indemnification permitted by law.


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