<PAGE>
                                                                   Exhibit 10.18


                                    AMENDMENT
                                       TO
                                 NOTE AGREEMENTS

         THIS AMENDMENT WITH RESPECT TO NOTE AGREEMENTS (this "Amendment") is
entered into as of December 31, 2000 between THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA ("Prudential") and GREY GLOBAL GROUP INC., a Delaware corporation
formerly known as "Grey Advertising Inc." (the "Company").

         WHEREAS, the Company and Prudential are parties to (a) that certain
Note Agreement, dated as of December 23, 1997 (as amended, supplemented and in
effect as of the date of effectiveness hereof, the "1997 Agreement"), relating
to the issue and sale of the Company's 6.94% Senior Notes Due December 23, 2005,
and (b) that certain Note Agreement, dated as of November 13, 2000 (as amended,
supplemented and in effect as of the date of effectiveness hereof, the "2000
Agreement"; together with the 1997 Agreement, the "Note Agreements") relating to
the issue and sale of the Company's 8.17% Senior Notes Due November 13, 2007;
and

         WHEREAS, the Company has requested the amendment of certain provisions
of the Note Agreements, and Prudential has indicated its willingness to agree to
such amendments subject to certain limitations and conditions, as provided for
herein.

         NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants and agreements contained herein, the parties hereto agree as follows:

1.       Amendments to Note Agreements.     Prudential and the Company hereby
         ------------------------------     agree as follows:


         (a)   Paragraphs 6B of the respective Note Agreements are hereby
amended by deleting the period currently ending such paragraphs and replacing
them, in each case, with the following proviso, in its entirety:

               "; provided, that, for purposes of determining compliance with
               the foregoing limitation, the amount of `total assets' of the
               Company and its Subsidiaries used to determine Consolidated Net
               Worth shall be adjusted upward to add-back (to the extent
               otherwise reduced thereby) amounts (net of taxes) in respect of
               non-cash charges relating to write-downs of investments in
               internet-related businesses made prior to January 1, 2001;
               provided further, that, the aggregate amount of all such upward
               adjustments permitted hereby shall not exceed $7,762,000.".

         (b)   Paragraphs 6C of the respective Note Agreements are hereby
amended by adding, immediately below the second paragraph thereof, the following
new third paragraph thereof, in its entirety:

                    "In addition, also for purposes of this paragraph 6C only,
               Consolidated Cash Flow determined on any date prior to October 1,
               2001 shall be adjusted upward (to the extent otherwise reduced
               thereby) to include amounts in respect of non-cash charges
               relating to write-downs of investments in internet-related
               businesses made prior to January 1, 2001; provided, that, the
               aggregate amount of all such upward adjustments permitted hereby
               shall not exceed $11,941,320.".
<PAGE>

         (c)        Paragraphs 6D of the respective Note Agreements are hereby
amended by deleting the period currently ending such paragraphs and replacing
them, in each case, with the following proviso, in its entirety:

                    "; provided, that, for purposes of determining compliance
                    with the foregoing limitation, the amount of `total assets'
                    of the Company and its Subsidiaries used to determine
                    Consolidated Net Worth shall be adjusted upward to add-back
                    (to the extent otherwise reduced thereby) amounts (net of
                    taxes) in respect of non-cash charges relating to
                    write-downs of investments in internet-related businesses
                    made prior to January 1, 2001; provided further, that, the
                    aggregate amount of all such upward adjustments permitted
                    hereby shall not exceed $7,762,000.".

         (d)        The definition of the term "FIXED CHARGE COVERAGE RATIO" set
forth in paragraph 10B of the 2000 Agreement is hereby replaced in its entirety
with the following definition, in its entirety:

                    ""FIXED CHARGES COVERAGE RATIO" means, at any time, the
                    ratio of (a) the sum of (i) Consolidated Cash Flow and (ii)
                    Fixed Charges for such period that were actually paid during
                    such period to (b) Fixed Charges for such period; provided,
                    that, for purposes of determining compliance with paragraph
                    6F hereof for any date prior to October 1, 2001,
                    Consolidated Cash Flow shall be adjusted upward (to the
                    extent otherwise reduced thereby) to include amounts in
                    respect of non-cash charges relating to write-downs of
                    investments in internet-related businesses made prior to
                    January 1, 2001; provided further, that, the aggregate
                    amount of all such upward adjustments permitted hereby shall
                    not exceed $11,941,320.".

         (e)        The Note Agreements and any and all other documents
heretofore, now or hereafter executed and delivered pursuant to the terms of the
Note Agreements are hereby amended so that any reference to the Note Agreements,
or either of them, shall mean a reference to the Note Agreements as amended
hereby. Except as expressly modified and amended in this Amendment all of the
terms, provisions and conditions of the Note Agreements and the agreements and
instruments relating thereto shall remain unchanged and in full force and
effect.

2.       Representations, Warranties and Acknowledgment of the Company
         -------------------------------------------------------------

         The Company hereby: (a) represents and warrants as of the date hereof
that (i) no Default or Event of Default has occurred and is continuing, and (ii)
no material adverse change has occurred in the financial condition, assets, or
prospects of the Company and its Subsidiaries, taken as a whole, since March 31,
2000; and (b) confirms and acknowledges that it has no defenses, offsets or
counterclaims against any of its obligations under or in respect of the Note
Agreements and that all amounts outstanding under and in respect of the Notes
and the Note Agreements are owing to holders of the Notes without defense,
offset or counterclaim.


                                       2
<PAGE>



3.       Effectiveness of Amendment
         --------------------------

         This Amendment shall become effective upon receipt by Prudential of
counterparts of this Amendment, executed and delivered by each of the parties
hereto.

4.       Miscellaneous
         -------------

         (a) Capitalized terms used and not otherwise defined herein shall have
the respective meanings ascribed thereto in the Note Agreements.

         (b) The Note Agreement, as amended by this Amendment, is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.

         (c) This Amendment may be executed in any number of counterparts and by
any combination of the parties hereto in separate counterparts, each of which
counterparts shall be an original and all of which taken together shall
constitute one and the same agreement.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.


                                           GREY GLOBAL GROUP INC.,
                                           a Delaware corporation


                                           By: /s/ STEVEN G. FELSHER
                                              ------------------------
                                           Title: Executive Vice President
                                                  -------------------------

                                           THE PRUDENTIAL INSURANCE COMPANY
                                           OF AMERICA


                                           By: /s/ WILLIAM C. PAPPAS
                                              ------------------------------
                                           Title: Vice President
                                                 ------------------------------



                                       3
<PAGE>

                                SECOND AMENDMENT
                                       TO
                                 NOTE AGREEMENTS


          THIS SECOND AMENDMENT WITH RESPECT TO NOTE AGREEMENTS (this
"Amendment") is entered into as of December 31, 2001 between THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA ("Prudential") and GREY GLOBAL GROUP INC., a
Delaware corporation formerly known as "Grey Advertising Inc." (the "Company").

          WHEREAS, the Company and Prudential are parties to (a) that certain
Note Agreement, dated as of December 23, 1997 and amended as of December 31,
2000 (as amended, supplemented and in effect as of the dated of effectiveness
hereof, the "1997 Agreement"), relating to the issue and sale of the Company's
6.94% Senior Notes Due December 23, 2005, and (b) that certain Note Agreement,
dated as of November 13, 2000 and amended as of December 31, 2000 (as amended,
supplemented and in effect as of the date of effectiveness hereof, the "2000
Agreement"; together with the 1997 Agreement, the "Note Agreements") relating to
the issue and sale of the Company's 8.17% Senior Notes Due November 13, 2007;
and

          WHEREAS, the Company has requested the amendment of certain provisions
of the Note Agreement, and Prudential has indicated its willingness to agree to
such amendments subject to certain limitations and conditions, as provided for
herein.

          NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants and agreements contained herein, the parties hereto agree as follows:

1.        Amendments to Note Agreements.     Prudential and the Company hereby
          ------------------------------     agrees as follows:


               (a) Paragraphs 6B of the respective Note Agreements are hereby
          amended by deleting the period currently ending such paragraphs and
          adding, in each case, the following proviso, in its entirety:

               "; and provided still further, that, for purposes of determining
               the compliance with the foregoing limitation, the amount of
               `total assets' of the Company and its Subsidiaries used to
               determine Consolidated Net Worth shall be adjusted upward to
               add-back (to the extent otherwise reduced thereby) amounts (net
               of taxes) in respect of certain non-cash charges specified in
               Exhibit I hereto (the "2001 NON-CASH CHARGES") that were reported
               and taken in the Company's fourth fiscal quarter of 2001;
               provided, however, that, the aggregate amount of such upward
               adjustments attributable to the 2001 Non-Cash Charges permitted
               hereby shall not exceed $32,209,000.".

               (b) Paragraphs 6C of the respective Note Agreements are hereby
          amended by adding, immediately below the last paragraph thereof, the
          following new fourth paragraph thereof, in its entirety:

                    "Furthermore, also for purposes of this paragraph 6C only,
               Consolidated Cash Flow determined on any date prior to October 1,
               2002 shall be adjusted upward (to the extent otherwise reduced
               thereby) to include amounts attributable to the 2001 Non-Cash
               Charges reported and taken in the Company's fourth fiscal quarter
               of 2001; provided that, the aggregate amount of such upward
               adjustments attributable to the 2001 Non-Cash Charges permitted
               hereby shall not exceed $32,169,000.".
<PAGE>

               (c) Paragraphs 6D of the respective Note Agreements are hereby
          amended by deleting the period currently ending such paragraphs and
          adding, in each case, the following proviso, in its entirety:

                   "; and provided still further, that, for purposes of
               determining compliance with the foregoing limitation, the amount
               of `total assets' of the Company and its Subsidiaries used to
               determine Consolidated Net Worth shall be adjusted upward to
               add-back (to the extent otherwise reduced thereby) amounts (net
               of taxes) attributable to the 2001 Non-Cash Charges reported and
               taken in the Company's fourth fiscal quarter of 2001; provided,
               however, that, the aggregate amount of such upward adjustments
               attributable to the 2001 Non-Cash Charges permitted hereby shall
               not exceed $32,209,000.".

               (d) The 1997 Note Agreement is hereby amended by inserting:

                   (1) at the end of paragraph 6 thereof (and immediately
               preceding paragraph 7 thereof), the following new paragraph 6F in
               its entirety:

                    "6F. FIXED CHARGES COVERAGE RATIO. The Company will not, at
                    any time, permit the Fixed Charges Coverage Ratio to be less
                    than 1.6 to 1.0."; and

                    (2) in paragraph 10B thereof, each inserted in the
               appropriate position determined by alphabetical order, each of
               the following defined terms and definitions in there entirety:

                    ""FIXED CHARGES" means, with respect to any period, the sum
                    of (a) Interest Charges for such period, and (b) Lease
                    Rentals for such period.

                    FIXED CHARGES COVERAGE RATIO" mean, at any time, the ratio
                    of (a) the sum of (i) Consolidated Cash Flow and (ii) Fixed
                    Charges for such period that were actually paid during such
                    period to (b) Fixed Charges for such period; provided, that:

                         (1) for purposes of determining compliance with
                    paragraph 6F hereof for any date prior to October 1, 2001,
                    Consolidated Cash Flow shall be adjusted upward (to the
                    extent otherwise reduced thereby) to include amounts in
                    respect of non-cash charges relating to write-downs of
                    investments in internet-related businesses made prior to
                    January 1, 2001; provided further, that, the aggregate
                    amount of all such upward adjustments permitted by this
                    clause shall not exceed $11,941,320; and

                         (2) for purposes of determining compliance with
                    paragraph 6F hereof for any date during the period from
                    October 1, 2001 to October 1, 2002, Consolidated Cash Flow
                    shall be adjusted upward (to the extent otherwise reduced
                    thereby) to include amounts attributable to the 2001
                    Non-Cash Charges reported and taken in the Company's fourth
                    fiscal quarter of 2001; provided further, that, the
                    aggregate amount of such upward adjustments attributable to
                    the 2001 Non-Cash Charges permitted hereby shall not exceed
                    $32,169,000.

                    "INTEREST CHARGES" means, with respect to any period, the
                    sum (without duplication) of the following (in each case,
                    eliminating all offsetting debits and credits between the
                    Company and its Subsidiaries and all other items required to
                    be eliminated in the course of the preparation of
                    consolidated financial statements of the Company and its
                    Subsidiaries in accordance with generally accepted
                    accounting

                                                                               2
<PAGE>

                    principles): (a) all interest in respect of Debt of the
                    Company and its Subsidiaries (including imputed interest on
                    Capitalized Lease Obligations) deducted in determining
                    Consolidated Net Income for such period, together with all
                    interest capitalized or deferred during such period and not
                    deducted in determining Consolidated Net Income for such
                    period, and (b) all debt discount and expense amortized or
                    required to be amortized in the determination of
                    Consolidated Net Income for such period.

                    "LEASE RENTALS" means, with respect to any period, the sum
                    of the rental and other obligations required to be paid
                    during such period by the Company or any Subsidiary as
                    lessee under all leases of real or personal property (other
                    than those in respect of Capitalized Lease Obligations),
                    excluding any amount required to be paid by the lessee
                    (whether or not therein designated as rental or additional
                    rental) on account of maintenance and repairs, insurance,
                    taxes, assessments, water rates and similar charges;
                    PROVIDED that, if at the date of determination, any such
                    rental or other obligations (or portion thereof) are
                    contingent or not otherwise definitely determinable by the
                    terms of the related lease, the amount of such obligations
                    (or such portion thereof) (i) shall be assumed to be equal
                    to the amount of such obligations for the period of 12
                    consecutive calendar months immediately preceding the date
                    of determination or (ii) if the related lease was not in
                    effect during such preceding 12-month period, shall be the
                    amount estimated (on a reasonable basis and in good faith)
                    and set forth in an Officer's Certificate to be delivered to
                    the holder(s) of the Notes.".

               (e)  The definition of the term "FIXED CHARGES COVERAGE RATIO"
          set forth in paragraph 10B of the 2000 Agreement is hereby replaced
          in its entirety with the following definition, in its entirety:

               ""FIXED CHARGES COVERAGE RATIO" mean, at any time, the ratio of
               (a) the sum of (i) Consolidated Cash Flow and (ii) Fixed Charges
               for such period that were actually paid during such period to (b)
               Fixed Charges for such period; provided, that:

               (1)  for purposes of determining compliance with paragraph 6F
                    hereof for any date prior to October 1, 2001, Consolidated
                    Cash Flow shall be adjusted upward (to the extent otherwise
                    reduced thereby) to include amounts in respect of non-cash
                    charges relating to write-downs of investments in
                    internet-related businesses made prior to January 1, 2001;
                    provided further, that, the aggregate amount of all such
                    upward adjustments permitted by this clause shall not exceed
                    $11,941,320; and

               (2)  for purposes of determining compliance with paragraph 6F
                    hereof for any date during the period from October 1, 2001
                    to October 1, 2002, Consolidated Cash Flow shall be adjusted
                    upward (to the extent otherwise reduced thereby) to include
                    amounts attributable to the 2001 Non-Cash Charges reported
                    and taken in the Company's fourth fiscal quarter of 2001;
                    provided further, that, the aggregate amount of such upward
                    adjustments attributable to the 2001 Non-Cash Charges
                    permitted hereby shall not exceed $32,169,000.".

               (f)  Paragraphs 10B of the Note Agreements are hereby amended by
          adding the following defined term thereto, in the appropriate position
          determined by alphabetical order, in its entirety:

                                                                               3
<PAGE>

               ""2001 NON-CASH CHARGES" shall have the meaning ascribed thereto
               in the Second Amendment With Respect To Note Agreements dated as
               of December 31, 2001 between Prudential and the Company."

               (g) The Note Agreement and any and all other documents
          heretofore, now or hereafter executed and delivered pursuant to the
          terms of the Note Agreements are hereby amended so that any reference
          to the Note Agreements, or either of them, shall mean a reference to
          the Note Agreements as amended hereby. Except as expressly modified
          and amended in this Second Amendment all of the terms, provisions and
          conditions of the Note Agreements and the agreements and instruments
          relating thereto shall remain unchanged and in full force and effect.

2.        Representations, Warranties and Acknowledgment of the Company
          -------------------------------------------------------------

          The Company hereby: (a) represents and warrants as of the date hereof
that (i) no Default or Event of Default has occurred and is continuing, and (ii)
no material adverse change has occurred in the financial condition, assets, or
prospects of the Company and its Subsidiaries, taken as a whole, since December
31, 2001; and (b) confirms and acknowledges that it has no defenses, offsets or
counterclaims against any of its obligations under or in respect of the Note
Agreements and that all amounts outstanding under and in respect of the Notes
and the Note Agreements are owing to holders of the Notes without defense,
offset or counterclaim.

3.        Effectiveness of Amendment
          --------------------------

         This Second Amendment shall become effectives upon receipt by
Prudential of (a) counterparts of this Amendment, executed and delivered by each
of the parties hereto, and (b) an amendment fee in the amount of $10,000, due
and payable by the Company to Prudential simultaneously with Prudential's
execution of this Amendment.

4.        Miscellaneous
          -------------

               (a) Capitalized terms used and not otherwise defined herein shall
          have the respective meanings ascribed thereto in the Note Agreements.

               (b) Each Note Agreement, as amended by this Second Amendment, is
          and shall continue to be in full force and effect and is hereby in all
          respects ratified and confirmed.

               (c) This Second Amendment may be executed in any number of
          counterparts and by any combination of the parties hereto in separate
          counterparts, each of which counterparts shall be an original and all
          of which taken together shall constitute one and the same agreement.

                            [Signature Blocks Follow]

                                                                               4
<PAGE>



                  IN WITNESS WHEREOF, the parties have caused this Second
Amendment to be executed and delivered by their respective officers thereunto
duly authorized as of the dated first above written.

                                          GREY GLOBAL GROUP INC.,
                                          A Delaware corporation


                                          By: /s/ STEVEN G. FELSHER
                                             --------------------------------
                                          Title: Executive Vice President
                                                -------------------------------

                                          THE PRUDENTIAL INSURANCE COMPANY
                                          OF AMERICA


                                          By: /s/ WILLIAM C. PAPPAS
                                             ---------------------------------
                                          Title: Vice President
                                                -------------------------------

                                                                               5
<PAGE>


                                                                       EXHIBIT I



                                GREY GLOBAL GROUP
                        4TH QUARTER 2001 WRITE-OFFS/DOWNS
                                DECEMBER 31, 2001





       IN THOUSANDS
       ------------

       Venture Portfolio Investments                            $19,764

       Goodwill                                                   7,005

       Real Estate                                                5,400
                                                                  -----

       Total                                                    $32,169
                                                                =======


<PAGE>




                                                                  EXECUTION COPY

                                 THIRD AMENDMENT
                                       TO
                                 NOTE AGREEMENT

          THIS THIRD AMENDMENT TO NOTE AGREEMENT (this "Amendment") is entered
into as of March 14, 2003 between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
("Prudential") and GREY GLOBAL GROUP INC., a Delaware corporation (the
"Company").

          WHEREAS, the Company and Prudential are parties to that certain Note
Agreement, dated as of November 13, 2000 (as amended, supplemented and in effect
as of the date of effectiveness hereof, the "Note Agreement") relating to the
issue and sale of the Company's 8.17% Senior Notes Due November 13, 2007; and

          WHEREAS, the Company and Prudential have agreed to certain amendments
to the Note Agreement, subject to certain limitations and conditions, as
provided for herein.

          NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants and agreements contained herein, the parties hereto agree as follows:

1.        Amendments to Note Agreement.      Prudential and the Company hereby
          -----------------------------      agree as follows:


         (a)   Paragraph 5A of the Note Agreement is hereby deleted in its
entirety, and replaced with the following new Paragraph 5A, in it's entirety:

               "5A. FINANCIAL STATEMENTS. The Company covenants that it will
          deliver to each holder of Notes in quadruplicate:

                    (i) as soon as practicable and in any event within 60 days
               after the end of each quarterly period (other than the last
               quarterly period) in each fiscal year, consolidated statements of
               income and cash flows and a consolidated statement of
               stockholders' equity of the Company and its Subsidiaries for the
               period from the beginning of the current fiscal year to the end
               of such quarterly period, and a consolidated balance sheet of the
               Company and its Subsidiaries as at the end of such quarterly
               period, setting forth in each case in comparative form figures
               for the corresponding period in the preceding fiscal year, all in
               reasonable detail and substantially in the same form as at the
               time required for Quarterly Reports on Form 10-Q filed with the
               Securities and Exchange Commission and certified by an authorized
               financial officer of the Company, subject to changes resulting
               from year-end adjustments; provided, however, that delivery
               pursuant to clause (iii) below of copies of the Quarterly Report
               on Form 10-Q of the Company for such quarterly period filed with
               the Securities and Exchange Commission shall be deemed to satisfy
               the requirements of this clause (i);

                    (ii) as soon as practicable and in any event within 90 days
               after the end of each fiscal year, consolidated statements of
               income and cash flows and a consolidated statement of
               stockholders' equity of the Company and its Subsidiaries for
<PAGE>

               such year, and a consolidated balance sheet of the Company and
               its Subsidiaries as at the end of such year, setting forth in
               each case in comparative form corresponding consolidated figures
               from the preceding annual audit, all in reasonable detail and
               substantially in the same form as at the time required for Annual
               Reports on Form 10-K filed with the Securities and Exchange
               Commission and reported on by independent public accountants of
               recognized national standing selected by the Company whose report
               shall be without limitation as to the scope of the audit;
               provided, however, that delivery pursuant to clause (iii) below
               of copies of the Annual Report on Form 10-K of the Company for
               such fiscal year filed with the Securities and Exchange
               Commission shall be deemed to satisfy the requirements of this
               clause (ii);

                    (iii) promptly upon transmission thereof, copies of all such
               financial statements, proxy statements, notices and reports as it
               shall send to its public stockholders and copies of all
               registration statements (without exhibits) and all reports which
               it files with the Securities and Exchange Commission (or any
               governmental body or agency succeeding to the functions of the
               Securities and Exchange Commission);

                    (iv) promptly upon receipt thereof, a final copy of each
               other report submitted to the Company by independent accountants
               in connection with any annual audit made by them of the books of
               the Company, and notice of the submission by independent
               accountants of any final report in connection with any interim or
               special audit of the books of the Company or any of its
               Subsidiaries; and

                    (v) if such holder is a Significant Holder, with reasonable
               promptness, such other financial data as such Significant Holder
               may reasonably request.

               Together with each delivery of financial statements required by
               clauses (i) and (ii) above, the Company will deliver to each
               holder of Notes an Officer's Certificate demonstrating (with
               computations in reasonable detail) compliance by the Company and
               its Subsidiaries with the provisions of paragraphs 6A
               (identifying the nature of any Liens permitted by the provisions
               of paragraph 6A (vi) or (vii) securing Debt in excess of
               $250,000), 6B, 6C, 6D, 6F and 6G, stating that there exists no
               Event of Default or Default, or, if any Event of Default or
               Default exists, specifying the nature and period of existence
               thereof and what action the Company proposes to take with respect
               thereto, and stating further that, to the best of such officer's
               knowledge, the Company during such period has observed or
               performed all its covenants and other agreements, and satisfied
               every condition contained in this Agreement or the Notes to be
               performed, observed or satisfied by it. Together with each
               delivery of financial statements required by clause (ii) above,
               the Company will deliver to each holder of the Notes a
               certificate of such accountants stating that, in making the audit
               necessary for their report on such financial statements, they
               have obtained no knowledge of any Event of Default or Default,
               or, if they have obtained knowledge of any Event of Default or
               Default, specifying the nature and period of existence thereof.
               Such accountants, however, shall not be liable to anyone by
               reason of their failure to obtain knowledge of any Event of
               Default or Default which would not be disclosed in the course of
               an audit conducted in accordance with generally accepted auditing
               standards.

               The Company also covenants that:

                                       2
<PAGE>

               (A) within five days after any Responsible Officer obtains
               knowledge of an Event of Default or Default, it will deliver to
               each holder of Notes an Officer's Certificate specifying the
               nature and period of existence thereof and what action the
               Company proposes to take with respect thereto; and

               (B) it will promptly deliver notice (accompanied in each case by
               an Officer's Certificate specifying the nature and period of
               existence of such event or circumstances and what action the
               Company proposes to take with respect thereto) to each
               Significant Holder of Notes of:

                    (1) any (a) default or event of default under any
               contractual obligation of the Company or any Subsidiary or (b)
               litigation, investigation or proceeding that may exist at any
               time between the Company or any Subsidiary and any Governmental
               Authority, that, in either case, if not cured or if adversely
               determined, as the case may be, could reasonably be expected to
               have a material adverse effect on the business, condition
               (financial or otherwise) or operations of the Company and its
               Subsidiaries taken as a whole;

                    (2) any litigation or proceeding affecting the Company or
               any Subsidiary (a) in which the amount involved is $10,000,000
               (or the equivalent) or more and not covered by insurance, (b) in
               which injunctive or similar relief is sought, or (c) which
               relates to this Agreement or the Notes; and

                    (3) any development or event that has or could reasonably be
               expected to have a material adverse effect on the business,
               condition (financial or otherwise) or operations of the Company
               and its Subsidiaries taken as a whole.".

         (b)   Paragraph 5D of the Note Agreement is hereby amended by deleting
the word "corporations" at the end thereof, and replacing it with the following,
in it's entirety: "companies and, to the extent such self insurance is included,
such self insurance shall be maintained and funded, if applicable, in accordance
with the customary practices for such self-insurance programs)".

         (c)   Paragraphs 5F and 5G of the Note Agreement are hereby deleted in
their entirety, and replaced with the following new Paragraphs 5F and 5G, in
their entirety:

               "5F. PAYMENT OF TAXES, CLAIMS AND OTHER OBLIGATIONS. The Company
          will, and will cause each of its Subsidiaries to, pay all taxes,
          assessments and other governmental charges imposed upon it or any of
          its properties or assets or in respect of any of its franchises,
          business, income or property, and all of it's other material
          obligations of whatever nature, before any penalty or significant
          interest accrues thereon, and all claims (including, without
          limitation, claims for labor, services, materials and supplies) for
          sums which have become due and payable and which by law have or may
          become a Lien upon any of its properties or assets if the failure to
          pay such tax, assessment, charge or claim would result in liability to
          the Company or a Subsidiary and would materially adversely affect the
          business, condition (financial or otherwise) or operations of the
          Company and its Subsidiaries taken as a whole; provided, that no such
          charge or claim need be paid if being contested in good faith by
          appropriate proceedings and if such accrual, reserve or other
          appropriate provision, if any, as shall be required by generally
          accepted accounting principles shall have been made therefor.

                                       3
<PAGE>

               5G. COMPLIANCE WITH LAWS, ETC. The Company will comply and cause
          its Subsidiaries to comply with all contractual obligations and the
          requirements of all applicable laws, rules, regulations and orders of
          any governmental authority (including ERISA and those relating to
          environmental protection and employee safety), the noncompliance with
          which would materially adversely affect the business, condition
          (financial or other) or operations of the Company and its Subsidiaries
          taken as a whole. The Company will promptly give notice to each
          Significant Holder of any of the following events, in each case as
          soon as possible and in any event within 30 days after the Company
          knows or has reason to know thereof: (i) the occurrence of any
          Reportable Event with respect to any Plan, a failure to make any
          required contribution to a Plan, the creation of any Lien in favor of
          the Pension Benefit Guaranty Corporation (or any successor) or a Plan
          or any withdrawal from, or the termination, Reorganization or
          Insolvency of, any Multiemployer Plan, or (ii) the institution of any
          proceedings or the taking of any other action by the Pension Benefit
          Guaranty Corporation (or any successor) or the Company or any ERISA
          Affiliate or any Multiemployer Plan with respect to the withdrawal
          from, or the termination, Reorganization or Insolvency of, any Plan,
          which notice shall in each case be accompanied by an Officer's
          Certificate specifying the nature and period of existence of such
          occurrence and what action the Company proposes to take with respect
          thereto.".

          (d)  Clause (x) of Paragraph 6A of the Note Agreement is hereby
amended by deleting the text "$40,000,000" set forth therein and replacing it
with the following: "$50,000,000".

          (e)  Paragraph 6B of the Note Agreement is hereby deleted in its
entirety, and replaced with the following new Paragraph 6B, in its entirety:

               "6B. LIMITATION ON TOTAL BORROWED FUNDS. The Company will not at
          any time permit Total Borrowed Funds to exceed 125% of Consolidated
          Net Worth; provided, that, for purposes of determining compliance with
          the foregoing limitation, the amount of `total assets' of the Company
          and its Subsidiaries used to determine Consolidated Net Worth shall be
          adjusted upward to add-back (to the extent otherwise reduced thereby)
          amounts (net of taxes) in respect of non-cash charges relating to
          write-downs of investments in internet-related businesses made prior
          to January 1, 2001; provided further, that, the aggregate amount of
          all such upward adjustments permitted hereby shall not exceed
          $7,762,000; and provided still further, that, for purposes of
          determining the compliance with the foregoing limitation, the amount
          of `total assets' of the Company and its Subsidiaries used to
          determine Consolidated Net Worth shall be adjusted upward to add-back
          (to the extent otherwise reduced thereby) amounts (net of taxes) in
          respect of certain non-cash charges in respect of venture portfolio
          investments, goodwill and real estate (the "2001 NON-CASH CHARGES")
          that were reported and taken in the Company's fourth fiscal quarter of
          2001; provided, however, that, the aggregate amount of such upward
          adjustments attributable to the 2001 Non-Cash Charges permitted hereby
          shall not exceed $32,209,000.".

         (f)   Paragraph 6D of the Note Agreement is hereby deleted in its
entirety, and replaced with the following new Paragraph 6D, in its entirety:

               "6D. LIMITATIONS ON PRIORITY DEBT. The Company covenants that it
          will not, and will not permit any of its Subsidiaries to, incur,
          assume or otherwise become liable with respect to any Priority Debt
          unless, at the time of incurrence thereof and after giving effect
          thereto and to the application of the proceeds thereof, such Debt is
          permitted under the provisions of paragraph 6B and paragraph 6C and
          the aggregate principal amount of Priority

                                       4

<PAGE>

          Debt then outstanding does not exceed 20% of Consolidated Net Worth;
          provided, that, for purposes of determining compliance with the
          foregoing limitation, the amount of `total assets' of the Company and
          its Subsidiaries used to determine Consolidated Net Worth shall be
          adjusted upward to add-back (to the extent otherwise reduced thereby)
          amounts (net of taxes) in respect of non-cash charges relating to
          write-downs of investments in internet-related businesses made prior
          to January 1, 2001; provided further, that, the aggregate amount of
          all such upward adjustments permitted hereby shall not exceed
          $7,762,000; and provided still further, that, for purposes of
          determining compliance with the foregoing limitation, the amount of
          `total assets' of the Company and its Subsidiaries used to determine
          Consolidated Net Worth shall be adjusted upward to add-back (to the
          extent otherwise reduced thereby) amounts (net of taxes) attributable
          to the 2001 Non-Cash Charges reported and taken in the Company's
          fourth fiscal quarter of 2001; provided, however, that, the aggregate
          amount of such upward adjustments attributable to the 2001 Non-Cash
          Charges permitted hereby shall not exceed $32,209,000.".

         (g)   Paragraph 6 of the Note Agreement is hereby amended by adding at
the end thereof, immediately prior to Paragraph 7 of the Note Agreement, the
following new paragraphs 6G and 6H, in their entirety:

               "6G. 2001 CREDIT AGREEMENT. The Company and its Subsidiaries
          shall not fail to comply with Sections 6.1, 6.4(c), 6.5, 6.6, 6.7(b),
          6.8, 6.9, 6.11, 6.12 or 6.15 of the 2001 Credit Agreement, which
          Sections (in each case as modified by any amendments thereto entered
          into and effective after the date of this Agreement; provided that
          true and correct copies of any such amendment shall have been received
          by the Required Holders from the Company) are hereby incorporated
          herein "mutatis mutandis" by this reference (together with any related
          definitional provisions from the 2001 Credit Agreement (in each case
          as modified by any amendments thereto entered into and effective after
          the date of this Agreement; provided that true and correct copies of
          any such amendment shall have been received by the Required Holders
          from the Company), for the sole purpose of interpreting any such terms
          used in said sections).

               6H. OPTIONAL PAYMENTS AND MODIFICATIONS OF CERTAIN DEBT
          INSTRUMENTS. Make or offer to make any optional or voluntary payment,
          prepayment, repurchase or redemption of or otherwise optionally or
          voluntarily defease or segregate funds with respect to any
          Indebtedness in respect of any private placement or public offering of
          notes or debt securities, if, at the time thereof or after giving
          effect thereto, a Default of Event of Default shall have occurred and
          be continuing or the Company shall not be in pro forma compliance with
          the financial covenants incorporated pursuant to paragraph 6G above.".

          (h)  Clause (v) of Paragraph 7A of the Note Agreement is hereby
deleted in its entirety, and replaced with the following new clause (v), in its
entirety:

               " (v) the Company fails to perform or observe any agreement
          contained in the second sentence or paragraph 5E (with respect to the
          Company only), clause (A) of the last paragraph of paragraph 5A (with
          respect to notices of Defaults (other than Defaults under paragraph
          7A(vi)) and Events of Default) or paragraph 6; or".

          (i)  The definition of the term "REINVESTMENT YIELD" set forth in
paragraph 10A of the Note Agreement is hereby replaced in its entirety with the
following definition, in its entirety:

                                       5
<PAGE>

               " "REINVESTMENT YIELD" shall mean, with respect to the Called
          Principal of any Note, 0.5% plus the yield to maturity implied by (i)
          the yields reported as of 10:00 a.m. (New York City local time) on the
          Business Day next preceding the Settlement Date with respect to such
          Called Principal for actively traded U.S. Treasury securities having a
          maturity equal to the Remaining Average Life of such Called Principal
          as of such Settlement Date on the Treasury Yield Monitor page of
          Standard & Poor's MMS - Treasury Market Insight (or, if Standard &
          Poor's shall cease to report such yields in MMS - Treasury Market
          Insight or shall cease to be Prudential Capital Group's customary
          source of information for calculating yield-maintenance amounts on
          privately placed notes, then such source as is then Prudential Capital
          Group's customary source of such information), or if such yields shall
          not be reported as of such time or the yields reported as of such time
          shall not be ascertainable, (ii) the Treasury Constant Maturity Series
          yields reported, for the latest day for which such yields shall have
          been so reported as of the Business Day next preceding the Settlement
          Date with respect to such Called Principal, in Federal Reserve
          Statistical Release H.15(519) (or any comparable successor
          publication) for actively traded U.S. Treasury securities having a
          constant maturity equal to the Remaining Average Life of such Called
          Principal as of such Settlement Date. Such implied yield shall be
          determined, if necessary, by (a) converting U.S. Treasury bill
          quotations to bond equivalent yields in accordance with accepted
          financial practice and (b) interpolating linearly between yields
          reported for various maturities. The Reinvestment Yield will be
          rounded to that number of decimal places as appears in the Notes.".

         (j)   The definitions of the terms "CAPITAL STOCK", "CONSOLIDATED CASH
FLOW", and "PERSON", set forth in paragraph 10B of the Note Agreement are hereby
respectively replaced in their entirety with the following definitions, each in
its respective entirety:

               ""CAPITAL STOCK" shall mean any and all shares, interests,
          participations or other equivalents (however designated) of capital
          stock of a corporation, any and all equivalent ownership interests in
          a Person (other than a corporation) and any and all warrants, rights
          or options to purchase any of the foregoing.".

               ""CONSOLIDATED CASH FLOW" for any period shall mean the sum of
          Consolidated Net Income, depreciation expenses, amortization costs
          (including amortization of restricted stock and employee stock options
          granted as compensation to employees), deferred compensation expenses
          (net of deferred compensation due and payable within one year),
          intangibles-related asset impairment charges for such period
          attributable to the purchase price of acquisitions, minority interests
          and changes in deferred taxes, less any equity in the earnings of
          unconsolidated affiliated entities (net of dividends received), all as
          computed and consolidated for the Company and its Subsidiaries for
          such period in accordance with generally accepted accounting
          principles.".

               ""PERSON" shall mean and include an individual, a partnership, a
          joint venture, a corporation, a limited liability company or similar
          entity, a trust, an unincorporated organization and a government or
          any department or agency thereof.".

         (k)   The Note Agreement is hereby further amended by inserting in the
appropriate position determined by alphabetical order, each of the following
defined terms and definitions in their respective entirety:


                                       6
<PAGE>

               ""2001 CREDIT AGREEMENT" shall mean, the Company's $110,000,000
          Credit Agreement, dated as of December 21, 2001, with JPMorgan Chase
          Bank, as administrative agent, and the other parties signatory thereto
          (as amended, modified, supplemented and in effect from time to
          time).".

               ""2001 NON-CASH CHARGES" shall have the meaning ascribed thereto
          in paragraph 6B.".

               ""GOVERNMENTAL AUTHORITY" shall mean, any nation or government,
          any state or political subdivision thereof, any agency, authority,
          instrumentality, regulatory body, court, central bank or other entity
          exercising legislative, executive, judicial, taxing, regulatory or
          administrative authority or functions of or pertaining to government,
          any securities exchange and any self regulatory organization
          (including the National Association of Insurance Commissioners).".

               ""INSOLVENCY" shall mean, with respect to any Multiemployer Plan,
          the condition that such plan is insolvent within the meaning of
          Section 4245 of ERISA.".

               ""REORGANIZATION" shall mean, with respect to any Multiemployer
          Plan , the condition that such plan is in reorganization within the
          meaning of Section 4241 of ERISA.".

               ""REPORTABLE EVENT" shall mean any of the events set forth in
          Section 4043(c) of ERISA, other than those events as to which the 30
          day notice period is waived under subsections .27, .28, .29, .30, .31,
          .32, .34 or .35 of Pension Benefit Guaranty Corporation Reg. Section
          4043.".

         (l)   Schedule 6A to the Note Agreement is hereby replaced in its
entirety with Schedule 6A attached to this Amendment.

         (m)  The Note Agreement and any and all other documents heretofore, now
or hereafter executed and delivered pursuant to the terms of the Note Agreement,
are hereby amended so that any reference to the Note Agreement shall mean a
reference to the Note Agreement as amended hereby. Except as expressly modified
and amended in this Amendment all of the terms, provisions and conditions of the
Note Agreement and the agreements and instruments relating thereto shall remain
unchanged and in full force and effect.

2.       Representations, Warranties and Acknowledgment of the Company
         -------------------------------------------------------------

         The Company hereby: (a) represents and warrants as of the date hereof
that (i) no Default or Event of Default has occurred and is continuing, and (ii)
no material adverse change has occurred in the financial condition, assets, or
prospects of the Company and its Subsidiaries, taken as a whole, since September
30, 2002; and (b) confirms and acknowledges that it has no defenses, offsets or
counterclaims against any of its obligations under or in respect of the Note
Agreement and that all amounts outstanding under and in respect of the Notes and
the Note Agreement are owing to holders of the Notes without defense, offset or
counterclaim.

3.       Effectiveness of Amendment
         --------------------------

         This Amendment shall become effective upon receipt by Prudential of
counterparts of this Amendment, executed and delivered by each of the parties
hereto.


                                       7
<PAGE>

4.       Miscellaneous
         -------------

        (a) Capitalized terms used and not otherwise defined herein shall have
the respective meanings ascribed thereto in the Note Agreement.

        (b) The Note Agreement, as amended by this Amendment, is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.

        (c) This Amendment may be executed in any number of counterparts and by
any combination of the parties hereto in separate counterparts, each of which
counterparts shall be an original and all of which taken together shall
constitute one and the same agreement.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

                                           GREY GLOBAL GROUP INC.


                                           By: /s/ STEVEN G. FELSHER
                                              --------------------------------
                                           Title: Executive Vice President
                                                 ------------------------------


                                           THE PRUDENTIAL INSURANCE COMPANY
                                           OF AMERICA


                                           By: /s/ CHRISTOPHER H. CAREY
                                              -------------------------------
                                           Title: Vice President
                                                 -----------------------------



<PAGE>


                                                                     SCHEDULE 6A


      [Identical to Schedule 6A to the 2003 Note Agreement - Info To Come]





                                       9