EXHIBIT 10.23


                             AMENDMENT NO. 2 TO THE
              YOUNG & RUBICAM INC. 1997 INCENTIVE COMPENSATION PLAN

     WHEREAS,  Young & Rubicam Inc.  (the  "Corporation")  maintains the Young &
Rubicam Inc. 1997 Incentive Compensation Plan (the "Plan");

     WHEREAS,  Section  10(e) of the Plan  provides for amendment of the Plan by
the Board of Directors of the Corporation;

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1.  Effective  as of December  16,  1997,  Section  7(e)(iv) is amended and
restated in its entirety as follows:

          (iv) Upon  exercise,  settlement,  payment or delivery  pursuant to an
     Award, the Participant  shall certify on a form acceptable to the Committee
     that he or she is in compliance  with the terms and conditions of the Plan.
     Failure to comply with the  provisions  of this  Section  7(e) prior to, or
     during the  one-year  period  after,  any  exercise,  payment  or  delivery
     pursuant  to an Award  shall  cause the  Participant  to  forfeit  any gain
     realized or value received at the time of the exercise, payment or delivery
     in connection  therewith.  The Corporation  shall notify the Participant in
     writing of any such  forfeiture  within  three years  after such  exercise,
     payment or delivery. Within ten days after receiving such a notice from the
     Corporation,  the  Participant  shall  pay to the  Corporation  in cash the
     amount of any gain realized or value  received at the time of the exercise,
     payment or delivery in connection therewith.

     2.  Effective as of January 16, 2000,  Section 2(e) is amended and restated
in its entirety as follows:

          (e) "Beneficial Owner" shall have the meaning ascribed to such term in
     Rule 13d-3 under the  Exchange  Act and any  successor to such Rule (except
     that a Person shall be deemed to be the Beneficial Owner of all shares that
     any such  Person  has the right to acquire  pursuant  to any  agreement  or
     arrangement or upon exercise of conversion  rights,  warrants or options or
     otherwise, without regard to the sixty day period referred to in Rule 13d-3
     under the Exchange Act).

     3.  Effective as of January 16, 2000,  Section 9(b) is amended and restated
in its entirety as follows:

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     (b)  Definition of "Change in Control."  With respect to any Awards granted
under the Plan on or after  January 16,  2000,  a "Change in  Control"  shall be
deemed to have occurred if:

          (i) any  Person  (other  than the  Corporation,  any  trustee or other
     fiduciary  holding  securities  under  any  employee  benefit  plan  of the
     Corporation, the Management Voting Trust, or any company owned, directly or
     indirectly, by the stockholders of the Corporation immediately prior to the
     occurrence   with  respect  to  which  the  evaluation  is  being  made  in
     substantially  the same  proportions as their ownership of the common stock
     of the  Corporation  immediately  prior to the  occurrence  with respect to
     which the evaluation is being made) becomes the Beneficial Owner,  directly
     or indirectly,  of securities of the Corporation  representing 30 % or more
     of  the  combined  voting  power  of  the  Corporation's  then  outstanding
     securities  (other  than as a result of an  issuance  of voting  securities
     initiated by the Corporation to any such Person);

          (ii) on any date,  persons who are Continuing  Directors shall fail to
     constitute a majority of the members of the Board;

          (iii) the consummation of a merger or consolidation of the Corporation
     with any other entity, which merger or consolidation would result in either
     (A) the voting securities of the Corporation  outstanding immediately prior
     to such merger or consolidation  failing to represent  (either by remaining
     outstanding or by being  converted into voting  securities of the surviving
     or  resulting  publicly-held  parent  entity)  40% or more of the  combined
     voting  power of the  surviving or resulting  publicly-held  parent  entity
     outstanding  immediately  after such merger or consolidation or (B) (x) the
     voting securities of the Corporation  outstanding immediately prior to such
     merger or  consolidation  continuing  to  represent  (either  by  remaining
     outstanding or by being  converted into voting  securities of the surviving
     or resulting publicly-held parent entity) at least 40% but less than 60% of
     the combined voting power of the surviving or resulting entity  outstanding
     immediately  after such merger or  consolidation  and (y) (I) in connection
     with such merger or consolidation,  there is an acceleration of the vesting
     or  exercisability  of any material  amount of, or material  percentage of,
     outstanding  stock options or other stock awards granted by the entity with
     which such merger or consolidation is taking place or any of its affiliates
     and/or  one or more of the five  highest-paid  executive  officers  of such
     other entity becomes eligible for material severance rights not theretofore
     available,  and/or (II) a majority of the  directors  of the  surviving  or
     resulting  publicly-held parent entity immediately following such merger or
     consolidation  are  not  persons  who  were  Continuing  Directors  of  the
     Corporation immediately prior to such merger or consolidation;

          (iv) the  stockholders of the Corporation  approve a plan or agreement
     for the sale or disposition of all or substantially all of the consolidated
     assets  of  the  Corporation   (other  than  such  a  sale  or  disposition
     immediately after which such assets will be owned directly or indirectly by
     an entity owned by the stockholders of the Corporation in substantially the
     same  proportions as their ownership of the common stock of the Corporation
     immediately  prior to such  sale or  disposition)  in which  case the Board
     shall  determine  the  effective  date of the Change in  Control  resulting
     therefrom,  which shall not be later than the  consummation of such sale or
     disposition; or


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          (v)  any  other  event  occurs  which  the  Board  determines,  in its
     discretion, to be a Change in Control.

     For purposes of Section 9(b) hereof,  "Continuing  Directors"  means, as of
any determined  date,  individuals  who, (a) as of the later of the date of this
Plan and the date two years prior to such determination date, were directors, or
(b) were initially elected or appointed to the Board by a two-thirds vote of the
Continuing  Directors then in office or were initially nominated for election by
the Corporation's  shareholders by a two-thirds vote of the Continuing Directors
then in office;  provided, that no individual designated or proposed by a Person
who has entered into an agreement  with the  Corporation to effect a transaction
described in clause (i), (iii) or (iv) of the definition of "Change in Control",
and no  individual  whose  initial  appointment,  election  or  nomination  as a
director occurs as a result of an actual or threatened election contest (as such
terms  are used in Rule  14a-11  under  the  Exchange  Act) or other  actual  or
threatened  solicitation  of proxies or  consents  by or on behalf of any Person
other than the Board, shall constitute a Continuing Director.


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