Exhibit 4.3

                              Young & Rubicam Inc.

                   3% Convertible Subordinated Notes due 2005


                             REGISTRATION AGREEMENT

                                                              New York, New York
                                                                January 20, 2000

Salomon Smith Barney Inc.
Bear, Stearns & Co. Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
Thomas Weisel Partners LLC

As Representatives of the Initial Purchasers named in Schedule I to the Purchase
Agreement (as defined below) 388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

         Young & Rubicam Inc., a Delaware corporation (the "Company"), proposes
to issue and sell (such issuance and sale, the "Initial Placement") to the
several parties named in Schedule I to the Purchase Agreement (the "Initial
Purchasers") for whom you (the "Representatives") are acting as representatives,
upon the terms set forth in a purchase agreement dated January 14, 2000 (the
"Purchase Agreement"), $250,000,000 aggregate principal amount (plus up to an
additional $37,500,000 aggregate principal amount to cover over-allotments, if
any) of its 3% Convertible Subordinated Notes due 2005 (the "Securities"). The
Securities will be convertible into shares of common stock, par value $.01 per
share, of the Company at the conversion price set forth in the Offering
Memorandum (as defined herein), as the same may be adjusted from time to time
pursuant to the Indenture referred to below. As an inducement to you to enter
into the Purchase Agreement and in satisfaction of a condition to your
obligations thereunder, the Company agrees with you, (i) for your benefit and
(ii) for the benefit of the holders from time to time of the Securities and the
Common Stock issuable upon conversion of the Securities (including you), as
follows:

         1. Definitions. Capitalized terms used herein without definition shall
have the respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized terms shall have the following
meanings:

         "Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.

         "Additional Amounts" has the meaning set forth in Section 2(e) hereof.

         "Affiliate" of any specified person means any other person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), as used with respect to any
person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such person,
whether through the ownership of voting securities or by agreement or otherwise.

         "Business Day" has the meaning set forth in the Indenture.

         "Closing Date" means January 20, 2000.

         "Common Stock" means the common stock, par value $.01 per share, of the
Company, as it exists on the date of this Agreement and any other shares of
capital stock or other securities of the Company into which such Common Stock
may be reclassified or changed, together with any and all other securities which
may from time to time be issuable upon conversion of Securities.

         "Damages Payment Date" means, with respect to the Securities or the
Common Stock issuable upon conversion thereof, as applicable, each Interest
Payment Date; and in the event that any Security, or portion thereof, is called
for redemption or surrendered for purchase by the Company and not withdrawn
pursuant to a Designated Event Offer (as defined in the Indenture), the relevant
redemption date or Designated Event Payment Date (as defined in the Indenture),
as the case may be, shall also be a Damages Payment Date with respect to such
Security, or portion thereof, unless the Indenture provides that accrued and
unpaid interest on the Security (or portion thereof) to be redeemed or
repurchased, as the case may be, is to be paid to the person who was the Holder
thereof on a record date prior to such redemption date or Designated Event
Payment Date, as the case may be, in which case the Damages Payment Date shall
be the date on which interest is payable to such Record Holder.

         "Default Rate" has the meaning set forth in the Indenture.

         "DTC" has the meaning set forth in Section 3(k) hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "Final Maturity Date" means January 15, 2005.

         "Holder" means a person who is a holder or beneficial owner (including
the Initial Purchasers) of any Securities or shares of Common Stock issued upon
conversion of Securities; provided that, unless otherwise expressly stated
herein, only registered holders of Securities or Common Stock issued on
conversion thereof shall be counted for purposes of calculating any proportion
of holders entitled to take any action or give notice pursuant to this
Agreement.

         "Indenture" means the Indenture relating to the Securities dated as of
January 20, 2000, between the Company and The Bank of New York, as trustee, as
the same may be amended from time to time in accordance with the terms thereof.

         "Initial Placement" has the meaning set forth in the preamble hereto.

         "Initial Purchasers" has the meaning set forth in the preamble hereto.

         "Interest Payment Date" shall mean each January 15 and July 15,
commencing July 15, 2000 and ending on the Final Maturity Date.

         "Majority Holders" means the Holders of a majority of the then
outstanding aggregate principal amount of Securities registered under a Shelf
Registration Statement; provided that Holders of Common Stock issued upon
conversion of Securities shall be deemed to be Holders of the aggregate
principal amount of Securities from which such Common Stock was converted; and
provided, further, that Securities or Common Stock which have been sold or
otherwise transferred pursuant to the Shelf Registration Statement shall not be
included in the calculation of Majority Holders.

         "Majority Underwriting Holders" means, with respect to any Underwritten
Offering, the Holders of a majority of the then outstanding aggregate principal
amount of Securities registered under any Shelf Registration Statement whose
Securities are or are to be included in such Underwritten Offering; provided
that Holders of Common Stock issued upon conversion of Securities whose shares
of Common Stock are or are to be included in such Underwritten Offering shall be
deemed to be Holders of the aggregate principal amount of Securities from which
such Common Stock was converted.

         "Managing Underwriters" means the Underwriter or Underwriters that
shall manage an Underwritten Offering.

         "NASD" has the meaning set forth in Section 3(i) hereof.

         "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

         "Offering Memorandum" means the Final Memorandum as defined in the
Purchase Agreement.

         "Person" and "person" have the meaning set forth in the Indenture.

         "Prospectus" means the prospectus included in any Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or Common Stock issuable upon
conversion thereof covered by such Shelf Registration Statement, and all
amendments and supplements to such prospectus, including all documents
incorporated by reference in such prospectus.

         "Purchase Agreement" has the meaning set forth in the preamble hereto.

         "Record Holder" means (i) with respect to any Damages Payment Date
which occurs on an Interest Payment Date, each person who is registered on the
books of the registrar as the holder of Securities at the close of business on
the record date with respect to such Interest Payment Date and (ii) with respect
to any Damages Payment Date relating to the Common Stock issued upon conversion
thereof, each person who is a holder of record of such Common Stock fifteen days
prior to the Damages Payment Date.

         "Registration Default" has the meaning set forth in Section 2(e)
hereof.

         "Representatives" has the meaning set forth in the preamble hereto.

         "Rule 144" means Rule 144 (or any successor provision) under the Act.

         "SEC" means the Securities and Exchange Commission.

         "Securities" has the meaning set forth in the preamble hereto.

         "Shelf Registration" means a registration effected pursuant to Section
2 hereof.

         "Shelf Registration Period" has the meaning set forth in Section 2(c)
hereof.

         "Shelf Registration Statement" means a "shelf" registration statement
of the Company pursuant to the provisions of Section 2 hereof which covers all
of the Securities and the Common Stock issuable upon conversion thereof, as
applicable, on Form S-3 or on another appropriate form for an offering to be
made on a delayed or continuous basis pursuant to Rule 415 under the Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

         "Suspension Period" has the meaning set forth in Section 2(d) hereof.

         "Transfer Restricted Securities" means each Security and each share of
Common Stock issued upon conversion thereof until the earlier of (A) the date on
which such Security or share of Common Stock, as the case may be, (i) has been
transferred pursuant to the Shelf Registration Statement or another registration
statement covering such Security or share of Common Stock which has been filed
with the SEC pursuant to the Act, in either case after such registration
statement has become effective and while such registration statement is
effective under the Act, (ii) has been transferred pursuant to Rule 144 under
the Act (or any similar provision then in force), or (iii) may be sold or
transferred pursuant to Rule 144(k) under the Act (or any similar provision then
in force) or (B) the second anniversary of the Closing Date or, if later, the
second anniversary of the last date on which any Securities are issued upon
exercise of the Initial Purchasers' over-allotment option.

         "Trustee" means the trustee with respect to the Securities under the
Indenture.

         "Underwriter" means any underwriter of Securities or Common Stock
issuable upon conversion thereof in connection with an offering thereof under a
Shelf Registration Statement.

         "Underwritten Offering" means an offering in which the Securities or
Common Stock issued upon conversion thereof are sold to an Underwriter or with
the assistance of an Underwriter for reoffering to the public.

         All references in this Agreement to financial statements and schedules
and other information which is "contained", "included", or "stated" in the Shelf
Registration Statement, any preliminary Prospectus or Prospectus (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in such Shelf Registration Statement, preliminary Prospectus or
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Shelf Registration Statement, any preliminary
Prospectus or Prospectus shall be deemed to mean and include the filing of any
document under the Exchange Act, after the date of such Shelf Registration
Statement, preliminary Prospectus or Prospectus, as the case may be, which is
incorporated by reference therein.

         2. Shelf Registration Statement.

         (a) The Company shall prepare and, not later than 90 days following the
Closing Date, shall file with the SEC a Shelf Registration Statement with
respect to resales of the Securities and the Common Stock issuable upon
conversion thereof by the Holders from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement and thereafter shall use its reasonable best efforts to
cause such Shelf Registration Statement to be declared effective under the Act
within 180 days after the Closing Date; provided that if any Securities are
issued upon exercise of the over-allotment option granted to the Initial
Purchasers in the Purchase Agreement and the date on which such Securities are
issued occurs after the Closing Date, the Company will take such steps, prior to
the effective date of the Shelf Registration Statement, to ensure that such
Securities and Common Stock issuable upon conversion thereof are included in the
Shelf Registration Statement on the same terms as the Securities issued on the
Closing Date and Common Stock issuable upon conversion thereof. The Company
shall supplement or amend the Shelf Registration Statement if required by the
rules, regulations or instructions applicable to the registration form used by
the Company for the Shelf Registration Statement, if required by the Act, the
Exchange Act or the SEC.

         (b) (1) Not less than 10 calendar days prior to the effectiveness of
the Shelf Registration Statement, the Company shall mail the Notice and
Questionnaire to the Holders of Securities and Common Stock issued upon
conversion thereof. No Holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement, and no Holder shall be
entitled to use the Prospectus forming a part thereof for resales of Securities
or Common Stock issued upon conversion thereof at any time, unless such Holder
has returned a completed and signed Notice and Questionnaire to the Company by
the deadline for responses set forth therein; provided, however, that Holders of
Securities or Common Stock issued upon conversion thereof shall have at least 7
calendar days from the date on which the Notice and Questionnaire is first
mailed to such Holders to return a completed and signed Notice and Questionnaire
to the Company.

             (2) After the Shelf Registration Statement has become effective,
the Company shall, upon the request of any Holder of Securities or Common Stock
issued or issuable upon conversion thereof that has not returned a completed
Notice and Questionnaire, promptly send a Notice and Questionnaire to such
Holder. The Company shall not be required to take any action to name such Holder
as a selling securityholder in the Shelf Registration Statement or to enable
such Holder to use the Prospectus forming a part thereof for resales of
Securities or Common Stock issued or issuable upon conversion thereof until such
Holder has returned a completed and signed Notice and Questionnaire to the
Company, whereupon the Company will be required to take such action.

         (c) Subject to Section 2(d), the Company shall keep the Shelf
Registration Statement continuously effective under the Act in order to permit
the Prospectus forming part thereof to be usable by all Holders until the
earliest of (i) the second anniversary of the Closing Date or, if later, the
second anniversary of the last date on which any Securities are issued upon
exercise of the Initial Purchasers' over-allotment option, (ii) the date on
which all the Securities and Common Stock issued or issuable upon conversion
thereof may be sold by non-Affiliates of the Company pursuant to paragraph (k)
of Rule 144 (or any successor provision) promulgated by the SEC under the Act,
(iii) the date as of which all the Securities and Common Stock issued or
issuable upon conversion thereof have been (A) transferred pursuant to Rule 144
under the Securities Act (or any similar provision then in force) or (B) sold
pursuant to the Shelf Registration Statement (in any such case, such period
being called the "Shelf Registration Period"). The Company will, subject to
Section 2(d), prepare and file with the SEC such amendments and post-effective
amendments to the Shelf Registration Statement as may be necessary to keep the
Shelf Registration Statement continuously effective for the Shelf Registration
Period; subject to Section 2(d), cause the related Prospectus to be supplemented
by any required supplement, and as so supplemented to be filed pursuant to Rule
424 (or any similar provision then in force) under the Act; and, comply in all
material respects with the provisions of the Act with respect to the disposition
of all securities covered by the Shelf Registration Statement during the
applicable period in accordance with the intended methods of disposition by the
sellers thereof set forth in such Shelf Registration Statement as so amended or
such Prospectus as so supplemented.

         (d) The Company may suspend the use of the Prospectus for a period not
to exceed 30 days in any three-month period or for three periods not to exceed
an aggregate of 90 days in any twelve-month period (the "Suspension Period") for
valid business reasons, to be determined by the Company in its sole reasonable
judgment (not including avoidance of the Company's obligations hereunder),
including, without limitation, the acquisition or divestiture of assets, public
filings with the SEC, pending corporate developments and similar events;
provided that the Company promptly thereafter complies with the requirements of
Section 3(j) hereof, if applicable; provided, that the existence of a Suspension
Period will not prevent the occurrence of a Registration Default or otherwise
limit the obligation of the Company to pay Additional Amounts. The Company shall
provide notice to the Holders of a Suspension Period as required under Section
3(c)(1)(iv) hereof.

         (e) If (i) the Shelf Registration Statement is not filed with the SEC
on or prior to 90 days after the Closing Date, (ii) the Shelf Registration
Statement has not been declared effective by the SEC within 180 days after the
Closing Date, or (iii) the Shelf Registration Statement is filed and declared
effective but shall thereafter cease to be effective (without being succeeded
immediately by a replacement shelf registration statement filed and declared
effective) or usable (including as a result of a Suspension Period) for the
offer and sale of Transfer Restricted Securities for a period of time (including
any Suspension Period) which shall exceed 90 days in the aggregate in any
twelve-month period during the period beginning on the Closing Date and ending
on the second anniversary of the Closing Date or, if later, the second
anniversary of the last date on which any Securities are issued upon exercise of
the Initial Purchasers' over-allotment option (each such event referred to in
clauses (i) through (iii), a "Registration Default"), the Company will pay
additional amounts ("Additional Amounts") to each Holder of Transfer Restricted
Securities who has complied with such Holder's obligations under this Agreement.
The amount of Additional Amounts payable during any period in which a
Registration Default has occurred and is continuing is the amount which is equal
to one-quarter of one percent (25 basis points) per annum per $1,000 principal
amount of Securities and $2.50 per annum per 13.6314 shares of Common Stock
(subject to adjustment in the event of a stock split, stock recombination, stock
dividend and the like) constituting Transfer Restricted Securities for the first
90 days during which a Registration Default has occurred and is continuing and
one-half of one percent (50 basis points) per annum per $1,000 principal amount
of Securities and $5.00 per annum per 13.6314 shares of Common Stock (subject to
adjustment as set forth above) constituting Transfer Restricted Securities for
any additional days during which a Registration Default has occurred and is
continuing; it being understood that all calculations pursuant to this sentence
shall be carried out to five decimals. Following the cure of a Registration
Default, Additional Amounts will cease to accrue with respect to such
Registration Default. All accrued Additional Amounts shall be paid by wire
transfer of immediately available funds to the accounts specified by the Record
Holders or, if a Record Holder has not specified such an account, by check
mailed by the Company to the registered address of such Record Holder on each
Damages Payment Date and Additional Amounts will be calculated on the basis of a
360-day year consisting of twelve 30-day months. In the event that any
Additional Amounts are not paid when due, then to the extent permitted by law,
such overdue Additional Amounts, if any, shall bear interest until paid at the
Default Rate, compounded semi-annually. The parties hereto agree that the
Additional Amounts provided for in this Section 2(e) constitute a reasonable
estimate of the damages that may be incurred by Holders by reason of a
Registration Default.

         (f) All of the Company's obligations (including, without limitation,
the obligation to pay Additional Amounts) set forth in the preceding paragraph
which are outstanding or exist with respect to any Transfer Restricted Security
at the time such security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such security
shall have been satisfied in full.

         (g) Immediately upon the commencement or the termination of a
Registration Default, the Company shall give the Trustee, in the case of notice
with respect to the Securities, and the transfer and paying agent for the Common
Stock, in the case of notice with respect to Common Stock issued or issuable
upon conversion thereof, notice of such commencement or termination, of the
obligation to pay Additional Amounts with regard to the Securities and Common
Stock and the amount thereof and of the event giving rise to such commencement
or termination (such notice to be contained in an Officers' Certificate (as such
term is defined in the Indenture)), and prior to receipt of such Officers'
Certificate the Trustee and such transfer and paying agent shall be entitled to
assume that no such commencement or termination has occurred, as the case may
be.

         3. Registration Procedures. In connection with any Shelf Registration
Statement, the following provisions shall apply:

         (a) The Company shall furnish to you, prior to the filing thereof with
the SEC, a copy of any Shelf Registration Statement, and each amendment thereof,
a copy of any Prospectus, and each amendment or supplement, if any, to the
Prospectus included therein (excluding in all cases amendments caused by the
filing by the Company with the SEC of a report required by the Exchange Act) and
shall use its reasonable best efforts to reflect in each such document, when so
filed with the SEC, such comments as Salomon Smith Barney Inc. reasonably may
propose. Salomon Smith Barney Inc. shall promptly furnish to the Company any
comments it may have to such documents mentioned in the foregoing sentence.

         (b) Subject to Section 2(d), the Company shall ensure that upon the
occurrence of any event that (i) would cause any Shelf Registration Statement,
as amended, and any Prospectus forming part thereof, as amended or supplemented,
not to be in compliance as to form in all material respects with the Act and the
rules and regulations thereunder, (ii) would cause the Shelf Registration
Statement, as amended, when it became effective, to contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or (iii)
would cause any Prospectus forming part of any Shelf Registration Statement, as
amended or supplemented, to include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading, the
Company shall file promptly an appropriate amendment to such Shelf Registration
Statement or Prospectus, as the case may be, (A) in the case of clause (i) to
place such document in compliance as to form in all material respects, and (B)
in the case of clauses (ii) and (iii) to correct any such misstatements or
omissions; provided that the Company makes no representation or agreement with
respect to information with respect to you, any Underwriter or any Holder
required to be included in any Shelf Registration or Prospectus pursuant to the
Act or the rules and regulations thereunder and which information is included
therein in reliance upon and in conformity with information furnished to the
Company in writing by you, any Underwriter or any such Holder.

         (c) (1) The Company, as promptly as reasonably practicable, shall
advise you and each Holder that has returned a completed and signed Notice and
Questionnaire to the Company and, if requested by you or any such Holder,
confirm such advice in writing:

                 (i) when a Shelf Registration Statement and any amendment
         thereto has been filed with the SEC and when the Shelf Registration
         Statement or any post-effective amendment thereto has become effective;

                 (ii) of any request by the SEC for amendments or supplements to
         the Shelf Registration Statement or the Prospectus or for additional
         information;

                 (iii) of the determination by the Company that a post-effective
         amendment to the Shelf Registration Statement would be appropriate; and

                 (iv) of the commencement or termination of any Suspension
         Period.

             (2) The Company shall advise you and each Holder that has returned
a completed and signed Notice and Questionnaire to the Company and, if requested
by you or any such Holder, confirm such advice in writing:

                 (i) of the issuance by the SEC of any stop order suspending the
         effectiveness of the Shelf Registration Statement or the initiation of
         any proceedings for that purpose;

                 (ii) of the receipt by the Company of any notification with
         respect to the suspension of the qualification of the Securities
         included in any Shelf Registration Statement for sale in any
         jurisdiction or the initiation or threat of any proceeding for such
         purpose; and

                 (iii) of the suspension of the use of the Prospectus pursuant
         to Section 2(d) hereof or of the happening of any event that requires
         the making of any changes in the Shelf Registration Statement or the
         Prospectus so that, as of such date, the statements therein are not
         misleading and the Shelf Registration Statement or the Prospectus, as
         the case may be, does not include an untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary to make the statements therein (in the case of the
         Prospectus, in light of the circumstances under which they were made)
         not misleading (which advice shall be accompanied by an instruction to
         suspend the use of the Prospectus until the requisite changes have been
         made).

         (d) The Company shall use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Shelf Registration
Statement or the lifting of any suspension of the qualification (or exemption
from qualification) of any of the Securities for offer or sale in any
jurisdiction at the earliest possible time.

         (e) The Company shall furnish to each Holder of Securities and the
Common Stock issued upon conversion thereof included within the coverage of any
Shelf Registration Statement, without charge, at least one copy of such Shelf
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, but excluding exhibits and documents
incorporated by reference unless the Holder so requests in writing.

         (f) The Company shall, during the Shelf Registration Period, deliver to
each Holder of Securities or the Common Stock issued upon conversion thereof
included within the coverage of any Shelf Registration Statement, without
charge, as many copies of the Prospectus (including each preliminary Prospectus)
included in such Shelf Registration Statement and any amendment or supplement
thereto as such Holder may reasonably request but excluding documents
incorporated by reference unless the Holder so requests in writing; and, except
during the continuance of any Suspension Period, the Company consents to the use
of the Prospectus or any amendment or supplement thereto by each of the selling
Holders in connection with the offering and sale of the Securities or the Common
Stock issued upon conversion thereof covered by the Prospectus or any amendment
or supplement thereto.

         (g) Prior to any offering of Securities or the Common Stock issued upon
conversion thereof pursuant to any Shelf Registration Statement, the Company
shall register or qualify or cooperate with the Holders of Securities and the
Common Stock issued upon conversion thereof included therein and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Securities or Common
Stock for offer and sale, as the case may be, under the securities or blue sky
laws of such jurisdictions as any such Holders reasonably request in writing and
do any and all other acts or things necessary or advisable to enable the offer
and sale in such jurisdictions of the Securities and the Common Stock issued
upon conversion thereof covered by such Shelf Registration Statement; provided,
however, that the Company will not be required to (A) qualify generally to do
business in any jurisdiction where it is not then so qualified or to (B) take
any action which would subject it to general service of process or to taxation
in any such jurisdiction where it is not then so subject.

         (h) The Company shall cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing Securities or the
Common Stock issued upon conversion thereof to be sold pursuant to any Shelf
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request prior to sales of Securities
or the Common Stock issued upon conversion thereof pursuant to such Shelf
Registration Statement.

         (i) Subject to the exceptions contained in (A) and (B) of subsection
(g) hereof and except as may be required solely as a consequence of the nature
of a selling Holder, the Company shall use its reasonable best efforts to cause
the Securities and Common Stock issued upon conversion thereof covered by the
applicable Shelf Registration Statement to be registered with or approved by
such other federal, state and local governmental agencies or authorities, and
self-regulatory organizations in the United States as may be necessary to enable
the Holders to consummate the disposition of such Securities and Common Stock
issued upon conversion thereof as contemplated by the Shelf Registration
Statement; without limitation to the foregoing, the Company shall make all
filings and provide all such information as may be required by the National
Association of Securities Dealers, Inc. (the "NASD") in connection with the
offering under the Shelf Registration Statement of the Securities and Common
Stock issued upon conversion thereof (including, without limitation, such as may
be required by NASD Rule 2710 or 2720), and shall cooperate with each Holder in
connection with any filings required to be made with the NASD by such Holder in
that regard.

         (j) Upon the occurrence of any event contemplated by paragraph
3(c)(2)(iii) above and subject to Section 3(a) hereof, the Company shall
promptly prepare and file with the SEC a post-effective amendment to any Shelf
Registration Statement or an amendment or supplement to the related Prospectus
or any document incorporated therein by reference or file a document which is
incorporated or deemed to be incorporated by reference in such Shelf
Registration Statement or Prospectus, as the case may be, so that, as thereafter
delivered to purchasers of the Securities or the Common Stock issued upon
conversion thereof included therein, the Shelf Registration Statement and the
Prospectus, in each case as then amended or supplemented, will not include an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein (in
the case of the Prospectus in light of the circumstances under which they were
made) not misleading and in the case of a post-effective amendment, use its
reasonable best efforts to cause it to become effective as promptly as
practicable; provided that the Company's obligations under this Subsection (j)
shall be suspended if the Company has suspended the use of the Prospectus in
accordance with Section 2(d) hereof and given notice of such suspension to
Holders, it being understood that the Company's obligations under this
Subsection (j) shall be automatically reinstated at the end of such Suspension
Period.

         (k) The Company shall use its reasonable best efforts to cause The
Depository Trust Company ("DTC") on the first Business Day following the
effective date of any Shelf Registration Statement hereunder or as soon as
possible thereafter to remove (i) from any existing CUSIP number assigned to the
Securities any designation indicating that the Securities are "restricted
securities", which efforts shall include delivery to DTC of a letter executed by
the Company substantially in the form of Exhibit B hereto and (ii) any other
stop or restriction on DTC's system with respect to the Securities. In the event
the Company is unable to cause DTC to take actions described in the immediately
preceding sentence, the Company shall take such actions as Salomon Smith Barney
Inc. may reasonably request to provide, as soon as practicable, a CUSIP number
for the Securities registered under such Shelf Registration Statement and to
cause such CUSIP number to be assigned to such Securities (or to the maximum
aggregate principal amount of the Securities to which such number may be
assigned). Upon compliance with the foregoing requirements of this Section 3(k),
the Company shall provide the Trustee with global certificates for such
Securities in a form eligible for deposit with DTC.

         (l) The Company shall use its reasonable best efforts to comply with
all applicable rules and regulations of the SEC and shall make generally
available to its security holders as soon as practicable but in any event not
later than 15 months after (i) the effective date of the applicable Shelf
Registration Statement, (ii) the effective date of each post-effective amendment
to any Shelf Registration Statement, and (iii) the date of each filing by the
Company with the SEC of an Annual Report on Form 10-K that is incorporated by
reference or deemed to be incorporated by reference in the Shelf Registration
Statement, an earnings statement satisfying the provisions of Section 11(a) of
the Act and Rule 158 promulgated by the SEC thereunder.

         (m) The Company shall use its reasonable best efforts to cause the
Indenture to be qualified under the TIA (as defined in the Indenture) in a
timely manner.

         (n) The Company shall cause all Common Stock issued or issuable upon
conversion of the Securities to be listed on each securities exchange or
quotation system on which the Common Stock is then listed no later than the date
the applicable Shelf Registration Statement is declared effective and, in
connection therewith, to make such filings as may be required under the Exchange
Act and to have such filings declared effective as and when required thereunder.

         (o) The Company may require each Holder of Securities or the Common
Stock issued upon conversion thereof to be sold pursuant to any Shelf
Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of such Securities or Common Stock sought by the
Notice and Questionnaire and such additional information as may, from time to
time, be required by the Act and the rules and regulations promulgated
thereunder, and the obligations of the Company to any Holder hereunder shall be
expressly conditioned on the compliance of such Holder with such request.

         (p) The Company shall, if reasonably requested, use its reasonable best
efforts to promptly incorporate in a Prospectus supplement or post-effective
amendment to a Shelf Registration Statement (i) such information as the Majority
Holders provide or, if the Securities or Common Stock are being sold in an
Underwritten Offering, as the Managing Underwriters or the Majority Underwriting
Holders reasonably agree should be included therein and provide to the Company
in writing for inclusion in the Shelf Registration Statement or Prospectus, and
(ii) such information as a Holder may provide from time to time to the Company
in writing for inclusion in a Prospectus or any Shelf Registration Statement
concerning such Holder and the distribution of such Holder's Securities and
Common Stock and, in either case, shall make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after
being notified in writing of the matters to be incorporated in such Prospectus
supplement or post-effective amendment, provided that the Company shall not be
required to take any action under this Section 3(p) that is not, in the
reasonable opinion of counsel for the Company, in compliance with applicable
law.

         (q) The Company shall enter into such customary agreements (including
underwriting agreements) and take all other appropriate actions as may be
reasonably requested in order to expedite or facilitate the registration or the
disposition of the Securities or the Common Stock issued or issuable upon
conversion thereof, and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification and contribution
provisions and procedures no less favorable than those set forth in Section 5
(or such other reasonable and customary provisions and procedures acceptable to
the Majority Underwriting Holders and the Managing Underwriters, if any, with
respect to all parties to be indemnified pursuant to Section 5). The plan of
distribution in the Shelf Registration Statement and the Prospectus included
therein shall permit resales of the Securities or Common Stock issuable upon
conversion thereof to be made by selling security holders through underwriters,
brokers and dealers, and shall also include such other information as Salomon
Smith Barney Inc. may reasonably request.

         (r) The Company shall (i) make reasonably available for inspection by
the Holders of Securities and the Common Stock issued upon conversion thereof
registered or to be registered under a Shelf Registration Statement, any
Underwriter participating in any disposition pursuant to such Shelf Registration
Statement, and any attorney, accountant or other agent retained by the Holders
or any such Underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries as is
customary for due diligence examinations in connection with public offerings;
(ii) cause the Company's officers, directors and employees to supply all
relevant information reasonably requested by the Holders or any such
Underwriter, attorney, accountant or agent in connection with any such Shelf
Registration Statement as is customary for similar due diligence examinations;
provided, however, that any information so delivered shall be kept confidential
by the Holders or any such Underwriter, attorney, accountant or agent, unless
disclosure thereof is made in connection with a court, administrative or
regulatory proceeding or required by law, or such information has become
available to the public generally through the Company or through a third party
without an accompanying obligation of confidentiality; provided, further, that
if the foregoing inspection and information gathering specified in subsections
(i) and (ii) would, in the Company's reasonable judgment, disrupt the Company's
conduct of business, such inspections and information gathering shall be
coordinated on behalf of the Holders and the other parties entitled thereto by
one counsel designated by or on behalf of the Majority Holders (or, in the case
of an Underwritten Offering, the Majority Underwriting Holders and the Managing
Underwriters); (iii) make such representations and warranties to the Holders of
Securities and the Common Stock issued upon conversion thereof registered
thereunder and the Underwriters, if any, in form, substance and scope as are
customarily made by issuers to Underwriters; (iv) use its reasonable best
efforts to obtain opinions of counsel to the Company and updates thereof (which
counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Managing Underwriters, if any) addressed to each selling
Holder and the Underwriters, if any, covering such matters as are customarily
covered in opinions requested in public offerings; (v) use its reasonable best
efforts to obtain "cold comfort" letters and updates thereof from the
independent certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements and
financial data are, or are required to be, included in the Shelf Registration
Statement), addressed to each selling Holder of Securities and Common Stock
issued upon conversion thereof registered thereunder (provided such Holder
furnishes the accountants with such representations as the accountants
customarily require in similar situations) and the Underwriters, if any, in
customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with primary underwritten offerings; and (vi)
deliver such documents and certificates as may be reasonably requested by the
Majority Holders or, in the case of an Underwritten Offering, the Majority
Underwriting Holders, and the Managing Underwriters, if any, including those to
evidence compliance with Section 3(j) and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Company. The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of
this Section 3(r) shall be performed (A) at the reasonable request of the
Representative, at the effectiveness of such Shelf Registration Statement and
each post-effective amendment thereto and (B) at each closing under any
underwriting or similar agreement as and to the extent required thereunder.

         (s) Each Holder agrees that, upon receipt of notice of the happening of
an event described in Sections 3(c)(1)(ii) through and including 3(c)(1)(iv) and
Sections 3(c)(2)(i) through and including 3(c)(2)(iii), each Holder shall
forthwith discontinue (and shall cause its agents and representatives to
discontinue) disposition of the Securities and the Common Stock issuable upon
conversion thereof and will not resume disposition of such Securities or the
Common Stock until such Holder has received copies of an amended or supplemented
Prospectus contemplated by Section 3(j) hereof, or until such Holder is advised
in writing by the Company that the use of the Prospectus may be resumed or that
the relevant Suspension Period has been terminated, as the case may be, provided
that, the foregoing shall not prevent the sale, transfer or other disposition of
Securities or Common Stock issuable upon conversion thereof by a Holder in a
transaction which is exempt from, or not subject to, the registration
requirements of the Act, so long as such Holder does not and is not required to
deliver the applicable Prospectus or Shelf Registration Statement in connection
with such sale, transfer or other disposition, as the case may be; and provided,
further, that the provisions of this paragraph (s) shall not prevent the
occurrence of a Registration Default or otherwise limit the obligation of the
Company to pay Additional Amounts.

         (t) Anything herein to contrary notwithstanding, the Company will not
be required to pay the costs and expenses of, or to participate in the marketing
or "road show" presentations of, more than one Underwritten Offering initiated
at the request of the Holders of Securities or shares of Common Stock issued or
issuable upon conversion thereof, or to effect more than one Underwritten
Offering at the request of such Holders. The Company will not be required to pay
the costs and expenses of, or to participate in the marketing or "road show"
presentations of, an Underwritten Offering unless Holders of at least the
Minimum Amount (as defined below) of Securities and/or Common Stock issued or
issuable on conversion thereof have requested that such Securities and/or shares
of Common Stock be included in such an Underwritten Offering. For purposes of
this Agreement, the "Minimum Amount" means 50% of the aggregate principal amount
of Securities originally issued under the Indenture; provided that, for purposes
of computing the Minimum Amount, Holders of Common Stock issued upon conversion
of Securities shall be deemed to be holders of the aggregate principal amount of
Securities which were converted into those shares of Common Stock. Only Holders
of Securities or shares of Common Stock issued or issuable upon conversion
thereof which are Transfer Restricted Securities shall be entitled to include
such Securities or shares of Common Stock in an Underwritten Offering and only
Transfer Restricted Securities shall be included in the computation of the
Minimum Amount. The Underwritten Offering initiated by Holders as aforesaid
shall include both Securities and Common Stock if so requested by the Holders.
Upon receipt by the Company, from Holders of at least the Minimum Amount of
Securities and/or Common Stock issued or issuable upon conversion thereof, of a
request for an Underwritten Offering, the Company will, within 10 days
thereafter, mail notice to all Holders of Securities and shares of Common Stock
issued upon conversion thereof stating that: (i) the Company has received a
request from the Holders of the requisite amount of Securities and/or Common
Stock issued or issuable on conversion thereof to effect an Underwritten
Offering on behalf of such Holders; (ii) under the terms of this Agreement, all
Holders of Securities and shares of Common Stock issued or issuable upon
conversion thereof which are Transfer Restricted Securities may include their
Securities and shares of Common Stock in such Underwritten Offering, subject to
the terms and conditions set forth in this Agreement and subject to the right of
the Managing Underwriters to reduce, in light of market conditions and other
similar factors, the aggregate principal amount of Securities and number of
shares of Common Stock included in such Underwritten Offering; (iii) all Holders
electing to include Securities or shares of Common Stock in such Underwritten
Offering must notify the Company in writing of such election (the "Election"),
and setting forth an address and facsimile number to which such written
elections may be sent and the deadline (which shall be 12:00 midnight on the
10th calendar day after such notice is mailed to Holders or, if not a Business
Day, the next succeeding Business Day (the "Deadline")) by which such elections
must be received by the Company; and (iv) setting forth such other instructions
as shall be necessary to enable Holders to include their Securities and shares
of Common Stock in such Underwritten Offering. No Holder shall be entitled to
participate in an Underwritten Offering unless such Holder notifies the Company
of such Election by the Deadline. Notwithstanding anything to the contrary
contained herein, if the Managing Underwriters for an Underwritten Offering to
be effected pursuant to this Section 3(t) advise the Holders of the Securities
and shares of the Common Stock to be included in such Underwritten Offering
that, because of aggregate principal amount of Securities and/or number of
shares of Common Stock that such Holders have requested be included in the
Underwritten Offering, the success of the offering would likely be materially
adversely affected by the inclusion of all of the Securities and shares of
Common Stock requested to be included, then the principal amount of Securities
and the number of shares of Common Stock to be offered for the accounts of
Holders shall be reduced pro rata, according to the aggregate principal amount
of Securities and number of shares of Common Stock, respectively, requested for
inclusion by each such Holder, to the extent necessary to reduce the size of the
offering to the size recommended by the Managing Underwriter. Notwithstanding
anything to the contrary contained herein, neither the Company nor any Person,
other than a Holder of Securities or shares of Common Stock issued or issuable
upon conversion thereof and only with respect to its Transfer Restricted
Securities, shall be entitled to include any securities in the Underwritten
Offering.

         4. Registration Expenses. The Company shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2 and 3
hereof and shall reimburse the Holders for the reasonable fees and disbursements
of one firm or counsel designated by the Majority Holders to act as counsel for
the Holders in connection with the Shelf Registration. Notwithstanding the
provisions of this Section 4, each Holder shall bear the expense of any broker's
commission, agency fee or Underwriter's discount or commission.

         5. Indemnification and Contribution.

         (a) (i) The Company agrees to indemnify and hold harmless each Holder
of Securities and each Holder of Common Stock issued upon conversion thereof
covered by any Shelf Registration Statement (including the Initial Purchasers),
the directors, officers, employees and agents of each such Holder and each
person who controls any such Holder within the meaning of either Section 15 of
the Act or Section 20 of the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Shelf Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by any of them in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon (A) any such untrue statement
or alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any such Holder or any Initial Purchaser specifically
for inclusion therein, (B) use of a Shelf Registration Statement or the related
Prospectus during a period when a stop order has been issued in respect of such
Shelf Registration or any proceedings for that purpose have been initiated or
use of a Prospectus when use of such Prospectus has been suspended pursuant to
Section 2(d) or Section 3(s); provided, further, in each case, that Holders
received prior notice of such stop order, initiation of proceedings or
suspension, or (C) if the Holder fails to deliver a Prospectus, as then amended
or supplemented, provided that the Company shall have delivered to such Holder
such Prospectus, as then amended or supplemented. This indemnity agreement will
be in addition to any liability which the Company may otherwise have.

             (ii) The Company also agrees to indemnify and to contribute to
Losses, as provided in Section 5(d), of any Underwriters of Securities or Common
Stock issued upon conversion thereof registered under a Shelf Registration
Statement, their officers and directors and each person who controls any such
Underwriter within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act on substantially the same basis as that of the indemnification
of the Initial Purchasers and the selling Holders provided in this Section 5(a)
and shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 3(q) hereof. This indemnity
agreement will be in addition to any liability which the Company may otherwise
have.

         (b) Each Holder of Securities or Common Stock issued upon conversion
thereof covered by a Shelf Registration Statement (including the Initial
Purchasers) severally and not jointly agrees to indemnify and hold harmless (i)
the Company, (ii) each of its directors, (iii) each of its officers who signs
such Shelf Registration Statement and (iv) each person who controls the Company
within the meaning of either Section 15 of the Act or Section 20 of the Exchange
Act to the same extent as the foregoing indemnity from the Company to each such
Holder, but only with reference to written information relating to such Holder
furnished to the Company by or on behalf of such Holder specifically for
inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.

         (c) Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof may be made against the indemnifying party under this
Section 5, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to assume the defense of the
action and to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel (and local counsel) if (i) the use of counsel chosen by
the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest; (ii) the actual or potential defendants in,
or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. Notwithstanding the foregoing,
the Company shall not, in the connection with any one action or proceeding or
separate but substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm (in
addition to one separate firm of local counsel) at any time for the indemnified
parties, which firm or firms (including any local counsel) shall be designated
by Salomon Smith Barney Inc. An indemnifying party will not, without the prior
written consent of the indemnified party, which consent will not be unreasonably
withheld, settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes an
unconditional release of such indemnified party from all liability arising out
of such claim, action, suit or proceeding. The Company shall not be liable for
any losses, claims, damages or liabilities by reason of any settlement of any
action or proceeding effected without the Company's prior written consent, which
consent will not be unreasonably withheld.

         (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 5 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall have an obligation to contribute to
the aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively "Losses"), as incurred, to which such indemnified party may be
subject in such proportion as is appropriate to reflect the relative benefits
received by such indemnifying party, on the one hand, and such indemnified
party, on the other hand, from the Initial Placement and the Shelf Registration
Statement which resulted in such Losses; provided, however, that in no case
shall any Initial Purchaser (except as may be provided in any agreement among
the Initial Purchasers relating to the offering of the Securities) be required
to contribute any amount in excess of the amount by which the principal amount
of the Securities purchased by such Initial Purchaser under the Purchase
Agreement exceeds the amount of Losses which such Initial Purchaser has
otherwise been required to pay, nor shall any Underwriter be required to
contribute any amount in excess of the amount by which the total price of the
Securities and Common Stock issued upon conversion thereof purchased by such
Underwriter under the Shelf Registration Statement exceeds the amount of any
damages which such Underwriter has otherwise been required to pay. If the
allocation provided by the immediately preceding sentence is unavailable for any
reason, the indemnifying party and the indemnified party shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the total net proceeds from the Initial Placement (before deducting expenses),
benefits received by the Initial Purchasers shall be deemed to be equal to the
total purchase discounts and commissions, and benefits received by any other
Holders shall be deemed to be equal to the value of receiving Securities or the
Common Stock issuable upon conversion thereof registered under the Act. Benefits
received by any Underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Shelf Registration Statement (or the applicable
Prospectus supplement) which resulted in such Losses. Relative fault shall be
determined by reference to, among other things, whether any untrue statement or
omission or alleged untrue statement or omission relates to information provided
by the indemnifying party, on the one hand, or by the indemnified party, on the
other hand. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 5, each person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company and each director of the Company shall have the same rights to
contribution as the Company, and each person who controls an Underwriter within
the meaning of either the Act or the Exchange Act and each officer and director
of each Underwriter shall have the same rights to contribution as such
Underwriter, subject in each case to the applicable terms and conditions of this
paragraph (d).

         (e) The provisions of this Section 5 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder, any
Underwriter or the Company or any of the officers, directors or controlling
persons referred to in Section 5 hereof, and will survive the sale by a Holder
of Securities or shares of Common Stock covered by a Shelf Registration
Statement.

         6. Miscellaneous.

         (a) No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

         (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Majority Holders; provided that with respect to any matter that directly or
indirectly affects the rights of the Initial Purchasers hereunder, the Company
shall obtain the written consent of each of the Initial Purchasers against which
such amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing (except the foregoing proviso), a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or Common Stock
are being sold pursuant to a Shelf Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by the
Majority Holders, determined on the basis of Securities or Common Stock issued
upon conversion thereof being sold rather than registered under such Shelf
Registration Statement.

         (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier, or air courier guaranteeing overnight delivery:

             (1) if to you, initially at the address set forth in the Purchase
Agreement;

             (2) if to any other Holder, at the most current address given by
such Holder to the Company in accordance with the provisions of this Section
6(c), which address initially is, with respect to each Holder, the address of
such Holder maintained by the Registrar under the Indenture or, in the case of
Common Stock, the address maintained by the registrar of the Common Stock, with
a copy in like manner to Salomon Smith Barney Inc.; and

             (3) if to the Company, initially at its address set forth in the
Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given when received, if delivered by hand or air courier, and when sent, if sent
by first-class mail or telecopier.

         The Initial Purchasers or the Company by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

         (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders. The Company hereby agrees to extend the
benefits of this Agreement to any Holder and any such Holder may enforce the
provisions of this Agreement as if an original party hereto. In the event that
any other person shall succeed to the Company under the Indenture as provided in
Article VII thereof, then such successor shall enter into an agreement, in form
and substance reasonably satisfactory to the Initial Purchasers, whereby such
successor shall assume all of the Company's obligations under this Agreement.

         (e) Counterparts. This agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN SAID STATE, WITHOUT REGARD, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TO THE CONFLICTS OF LAW RULES THEREOF.

         (h) Severability. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

         (i) Securities Held by the Company, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or the Common Stock issuable upon conversion thereof is required hereunder,
Securities or the Common Stock issued upon conversion thereof held by the
Company or its Affiliates (other than subsequent Holders of Securities or the
Common Stock issued upon conversion thereof if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

         Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

                                Very truly yours,

                                YOUNG & RUBICAM INC.


                                /s/ Jay M. Kushner
                                -------------------------------------------
                                Name: Jay M. Kushner
                                Title: Senior Vice President Tax & Treasury


The foregoing Agreement is hereby
confirmed and accepted as of the date first
above written.

SALOMON SMITH BARNEY INC.
BEAR, STEARNS, & CO. INC.
DONALDSON, LUFKIN & JENRETTE
    SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER &
    SMITH INCORPORATED
THOMAS WEISEL PARTNERS LLC

BY:  SALOMON SMITH BARNEY INC.


By   /s/ Anthony S. Graham
     ------------------------------
     Name: Anthony S. Graham
     Title: Director

<PAGE>

                                                                       EXHIBIT A


                        Notice of Registration Statement

                                       and

                      Selling Securityholder Questionnaire

         Reference is hereby made to the Registration Agreement (the
"Registration Agreement") between Young & Rubicam Inc., a Delaware corporation
(the "Company"), and the Initial Purchasers named therein. Pursuant to the
Registration Agreement, the Company has filed or will file with the United
States Securities and Exchange Commission (the "Commission") a registration
statement on Form S-3 (the "Shelf Registration Statement") for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act"), of the Company's __% Convertible Subordinated Notes due 2005
(the "Securities"), and the shares of the Company's common stock, par value $.01
per share (the "Common Stock"), issuable upon conversion thereof. A copy of the
Registration Agreement is attached hereto. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Registration
Agreement.

         Each holder and beneficial owner of Transfer Restricted Securities is
entitled to have its Transfer Restricted Securities included in the Shelf
Registration Statement. In order to have Transfer Restricted Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the following
address, for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]: [NAME AND ADDRESS OF
COUNSEL]. Holders or beneficial owners of Transfer Restricted Securities who do
not complete, execute and return this Notice and Questionnaire by such date (i)
will not be named as selling securityholders in the Shelf Registration Statement
and (ii) may not use the Prospectus forming a part thereof for resales of
Transfer Restricted Securities, subject, however, to the Company's obligations
under Section 2(b)(2) of the Registration Agreement.

         Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.

                                    ELECTION

         The undersigned (the "Selling Securityholder") hereby elects to include
in the Shelf Registration Statement the Transfer Restricted Securities held or
beneficially owned by it and listed below in Item (3)(b). The undersigned, by
signing and returning this Notice and Questionnaire, agrees to be bound with
respect to such Transfer Restricted Securities by the terms and conditions of
this Notice and Questionnaire and the Registration Agreement, including, without
limitation, the indemnification set forth in Section 5 of the Registration
Agreement, as if the undersigned Selling Securityholder were an original party
thereto.

QUESTIONNAIRE

(1)      (a) Full legal name of Selling Securityholder:

         (b) Full legal name of registered holder (if not the same as in (a)
above) of Transfer Restricted Securities listed in (3) below (if the Transfer
Restricted Securities are held through a broker-dealer or other third party and,
as a result, you do not know the legal name of the registered holder, please
complete Item (1)(c) below):

         (c) Full legal name of broker-dealer or other third party through which
Transfer Restricted Securities listed in (3) below are held:

(2)      Address for notices to Selling Securityholder:




Telephone:
Fax:
Contact Person:

(3)      Beneficial ownership of Transfer Restricted Securities.

         Except as set forth below in this Item (3), the undersigned does not
beneficially own any Securities or shares of Common Stock which constitute
Transfer Restricted Securities.

         (a) Principal amount of Securities constituting Transfer Restricted
Securities beneficially owned:

         Number of shares of Common Stock, if any, constituting Transfer
Restricted Securities (include only shares of Common Stock which have actually
been issued, not shares issuable upon future conversion of Securities):

         The undersigned also may be deemed to beneficially own such number of
shares of Common Stock as may be issued from time to time upon conversion of the
Securities listed in Item (3)(a) above.

         (b) Principal amount of Securities and number of shares of outstanding
Common Stock constituting Transfer Restricted Securities which the undersigned
wishes to be included in the Shelf Registration Statement:

         Unless otherwise indicated in the space provided below, all Securities,
all shares of Common Stock listed in response to Item (3)(a) above, and all
shares of Common Stock issuable upon conversion of the Securities listed in
response to Item (3)(b)above, will be included in the Shelf Registration
Statement. If the undersigned does not wish all such Securities or shares of
Common Stock to be so included, please indicate below the number of such shares
to be included:

(4)      Beneficial ownership of other securities of the Company:

         Except as set forth below in this item (4), the undersigned Selling
Securityholder is not the beneficial or registered owner of any shares of Common
Stock or any other securities of the Company, other than Securities and shares
of Common Stock listed above in Item (3).

         State any exceptions here:



(5)      Relationships with the Company:


         Except as set forth below, neither the Selling Securityholder nor any
of its officers, directors or 5% or greater stockholders has held any position
or office or has had any other material relationship with the Company (or its
predecessors or affiliates)during the past three years.

         State any exceptions here:



(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
intends to distribute the Transfer Restricted Securities listed above in Item
(3) only as follows (if at all): Such Transfer Restricted Securities may be sold
from time to time by the undersigned Selling Securityholder (i) to or through
underwriters, brokers or dealers; (ii) directly to one or more other purchasers;
(iii) through agents on a best-efforts basis or otherwise; or (iv) through a
combination of any such methods of sale. Such Transfer Restricted Securities may
be sold from time to time in one or more transactions at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at varying prices determined
at the time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions) (i) on any
national securities exchange or quotation service on which the Transfer
Restricted Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or services or in the over-the-counter market, or (iv) through the writing of
options. In connection with sales of the Transfer Restricted Securities or
otherwise, the Selling Securityholder may enter into hedging transactions with
brokers-dealers or others, which may in turn engage in short sales of the
Transfer Restricted Securities in the course of hedging the positions they
assume. The Selling Securityholder may also sell Transfer Restricted Securities
short and deliver Transfer Restricted Securities to close out such short
positions, or loan or pledge Transfer Restricted Securities to brokers-dealers
or others that in turn may sell such securities. The Selling Securityholder may
pledge or grant a security interest in some or all of the Transfer Restricted
Securities owned by it and, if it defaults in the performance of its secured
obligations, the pledgees or secured parties may offer and sell the Transfer
Restricted Securities from time to time pursuant to the Prospectus. The Selling
Securityholder also may transfer and donate shares in other circumstances in
which case the transferees, donees, pledgees or other successors in interest
will be the selling stockholders for purposes of the Prospectus. The Selling
Securityholder may sell short the Common Stock and may deliver the Prospectus in
connection with such short sales and use the shares covered by the Prospectus to
cover such short sales.

         State any exceptions here:

         By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, particularly Regulation M and the prospectus delivery
requirements under the Securities Act.

         In the event that the Selling Securityholder transfers all or any
portion of the Transfer Restricted Securities listed in Item (3) above after the
date on which such information is provided to the Company (other than a
transaction as a result of which such securities shall no longer be Transfer
Restricted Securities), the Selling Securityholder agrees to notify the
transferees at the time of the transfer of its rights and obligations under this
Notice and Questionnaire and the Registration Agreement.

         By signing below, the Selling Securityholder consents to the disclosure
of the information contained herein in its answers to Items (1) through (6)
above and the inclusion of such information in the Shelf Registration Statement
and related Prospectus. The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.

         The Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement
remains in effect. All notices hereunder and pursuant to the Registration
Agreement shall be made in writing, by hand-delivery, first-class mail, or air
courier guaranteeing overnight delivery as follows:

          Young & Rubicam Inc.285 Madison Ave.New York, New York 10017
                       Attention: Chief Financial Officer

         Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Transfer Restricted
Securities beneficially owned by such Selling Securityholder and listed in Item
(3)(b) above). This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York.

         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

Dated:

                                          Selling Securityholder(Print/type
                                          full legal name of beneficial owner
                                          of Transfer Restricted Securities).



                                          By:
                                              -------------------------------
                                               Name:
                                               Title:


<PAGE>
                                                                       EXHIBIT B


                   FORM OF LETTER TO BE PROVIDED BY ISSUER TO

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

                          THE DEPOSITORY TRUST COMPANY
                          7 Hanover Square, 23rd Floor
                               New York, NY 10004

         Re:  __% Convertible Subordinated Notes due 2005 (the "Securities") of
              Young & Rubicam Inc.

Ladies and Gentlemen:

         Please be advised that the Securities and Exchange Commission has
declared effective a Registration Statement on Form S-3 under the Securities Act
of 1933, as amended, with regard to all of the Securities referenced above.
Accordingly, there is no longer any restriction as to whom such Securities may
be sold and any restrictions on the CUSIP designation are no longer appropriate
and may be removed. I understand that upon receipt of this letter, DTC will
remove any stop or restriction on its system with respect to this issue.

         As always, please do not hesitate to call if we can of further
assistance.

                                Very truly yours,



                                By:
                                    ----------------------
                                    Authorized Officer