EXHIBIT 10.25

                              YOUNG & RUBICAM INC.


                           DIRECTORS STOCK OPTION PLAN


                           AS ADOPTED JANUARY 16, 2000



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1.       Purpose of the Plan

                   This Young & Rubicam  Inc.  Directors  Stock  Option  Plan is
intended  to promote the  interests  of the  Company by  providing  non-employee
directors of Young & Rubicam Inc. with  incentives and rewards to encourage them
to continue as directors.

2.       Definitions

                  As used in the Plan,  the following  definitions  apply to the
terms indicated below:

                   (a)  "Affiliate"  shall  mean  any  entity  (whether  or  not
incorporated)  which, by reason of its relationship  with Y&R, is required to be
aggregated  with Y&R  under  Section  414(b),  414(c),  414(m)  or 414(o) of the
Internal Revenue Code of 1986, as amended,  and any joint venture or partnership
10% or more of the  profits or capital  interest  of which is owned by Y&R or an
Affiliate.

                   (b)  "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).

                   (c) "Board of Directors" shall mean the Board of Directors of
Y&R.

                   (d)  "Change in Control"  shall have the meaning  assigned in
Section 6(e) hereof.

                   (e) "Committee" shall mean the Compensation  Committee of the
Board of  Directors  or such other  committee  as the Board of  Directors  shall
appoint from time to time to administer the Plan.

                   (f) "Common  Stock" shall mean Y&R's common  stock,  $.01 par
value  per  share,   and  such  other  securities  as  may  be  substituted  (or
resubstituted) for Common Stock pursuant to Section 7 hereof.

(g)      "Company" shall mean Y&R and its Affiliates.

                   (h) "Continuing  Directors"  shall mean, as of any determined
date,  individuals who (a), as of the later of the date of the Plan and the date
two  years  prior  to such  determination  date,  were  directors,  or (b)  were
initially elected or appointed to the Board of Directors by a two-thirds vote of
the Continuing Directors then in office or were initially nominated for election
by Y&R's  stockholders 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 Y&R 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 of
Directors, shall constitute a Continuing Director.

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                   (i) "Director"  shall mean a member of the Board of Directors
of Y&R who is not at the time of reference an employee of the Company and who is
entitled to receive a Director's  Option pursuant to Section 6 hereof,  and upon
his or her death, his or her successors, heirs, executors and administrators, as
the case may be.

                   (j)  "Director's  Option"  shall  mean an option to  purchase
shares  of Common  Stock of Y&R  granted  pursuant  to  Section  6 hereof.  Each
Director's  Option shall be  identified as a  Non-Qualified  Stock Option in the
agreement by which it is evidenced.

                   (k) "Exchange Act" shall mean the Securities  Exchange Act of
1934, as amended from time to time,  including  rules  thereunder  and successor
provisions and rules thereto.

                   (l) the "Fair  Market  Value" of a share of Common Stock with
respect  to any day  shall be (i) the  closing  sales  price on the  immediately
preceding  business day of a share of Common Stock as reported on the  principal
securities  exchange on which shares of Common Stock are then listed or admitted
to trading or (ii) if not so  reported,  the  average of the closing bid and ask
prices on the immediately  preceding  business day of a share of Common Stock as
reported on the National  Association of Securities Dealers Automated  Quotation
System or (iii) if not so  reported,  as furnished by any member of the National
Association of Securities Dealers, Inc. selected by the Committee.

                   (m)  "Non-Qualified  Stock  Option" shall mean a stock option
that is not an incentive  stock option  within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.

                   (n) "Person" shall have the meaning  ascribed to such term in
Section  3(a)(9)  of the  Exchange  Act and used in  Sections  13(d)  and  14(d)
thereof, and shall include a "group" as defined in Section 13(d) thereof.

                   (o)  "Plan"  shall  mean the Young & Rubicam  Inc.  Directors
Stock Option Plan, as it may be amended from time to time.

                   (p)  "Securities  Act" shall mean the Securities Act of 1933,
as  amended  from  time  to  time,  including  rules  thereunder  and  successor
provisions and rules thereto.

                   (q)  "Y&R"  shall  mean  Young &  Rubicam  Inc.,  a  Delaware
corporation, and its successors.

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3. Stock Subject to the Plan

                  Under the Plan,  Directors will be granted  Director's Options
pursuant  to the  provisions  of  Section 6 hereof.  Subject  to  adjustment  as
provided in Section 7 hereof,  Director's  Options shall be granted with respect
to a number of shares of Common  Stock  that in the  aggregate  does not  exceed
140,000 shares.

                  In the event that any outstanding  Director's  Option expires,
terminates or is cancelled for any reason, the shares of Common Stock subject to
the unexercised  portion of such Director's  Option shall again be available for
grants under the Plan.

                  Shares of  Common  Stock  issued  under the Plan may be either
newly issued shares or treasury shares, at the discretion of the Committee.

4.       Administration of the Plan

                  The Plan shall be administered by the Committee  except to the
extent  the Board of  Directors  elects to  administer  the Plan,  in which case
references herein to the Committee shall be deemed to include  references to the
Board of Directors.  The Committee shall have full and final authority,  in each
case subject to and  consistent  with the  provisions  of the Plan, to prescribe
agreements  evidencing  Director's  Options  and rules and  regulations  for the
administration  of the Plan,  construe  and  interpret  the Plan and  Director's
Option   agreements  and  correct   defects,   supply   omissions  or  reconcile
inconsistencies  therein, and make all other decisions and determinations as the
Committee may deem necessary or advisable for the administration of the Plan. In
addition,  subject to Section  10, the  Committee  shall  retain  full power and
discretion to accelerate, waive or modify, at any time, any term or condition of
the Director's  Options,  and to impose such additional  terms and conditions as
the  Committee  shall  determine.  Any action of the  Committee  shall be final,
conclusive and binding on all persons, including Y&R, its Affiliates, Directors,
transferees  under Section 6(d)(5) hereof or other persons  claiming rights from
or through a Director,  and  stockholders.  The Committee may appoint  agents to
assist it in administering the Plan.

                  The Committee and each member thereof shall be entitled to, in
good faith, rely or act upon any report or other information furnished to him or
her by any executive officer,  other officer or employee of Y&R or an Affiliate,
Y&R's  independent  auditors,  consultants or any other agents  assisting in the
administration  of the Plan.  Members of the  Committee and any other officer or
employee  of Y&R or an  Affiliate  acting at the  direction  or on behalf of the
Committee shall not be personally  liable for any action or determination  taken
or made in good  faith  with  respect  to the Plan,  and  shall,  to the  extent
permitted by law, be fully  indemnified and protected by Y&R with respect to any
such action or determination.

5.       Eligibility

                  The persons who shall be eligible to  participate  in the Plan
shall be such Directors who are entitled to receive  Director's Options pursuant
to Section 6 hereof.


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6.       Director's Options

                  Director's Options shall be granted pursuant to this Section 6
in the amounts and subject to the terms and  conditions  hereinafter  set forth.
Each Director's  Option shall be evidenced by an agreement in the form set forth
as Exhibit A hereto.

                   (a) Grant of Director's Options

                  On  such  date  as may be  determined  by the  Committee,  the
Committee  shall  be  authorized  to  grant,  to each  individual  who is then a
Director,  a Director's  Option with respect to a specified  number of shares of
Common Stock.

                   (b) Identification of Director's Options

                  All Director's Options granted under the Plan shall be clearly
identified in the agreement  evidencing such Director's Options as Non-Qualified
Stock Options.

                   (c) Exercise Price

                  The per share exercise price of each  Director's  Option shall
be equal  to the Fair  Market  Value of a share of  Common  Stock on the date on
which the Director's Option is granted.

                   (d) Term and Exercise of Director's Options

                   (1) Each  Director's  Option  shall become  exercisable  with
respect to the number of shares of Common Stock  subject  thereto upon the first
anniversary of the date on which such  Director's  Option is granted;  provided,
that no Director's Option shall be exercisable after the expiration of ten years
from the date on which it is granted; and provided, further that each Director's
Option shall be subject to earlier  termination,  expiration or  cancellation as
provided herein.

                   (2) Each  Director's  Option shall be exercisable in whole or
in part; provided,  that no partial exercise of a Director's Option shall be for
an  aggregate  exercise  price of less than  $1,000.  The partial  exercise of a
Director's Option shall not cause the expiration, termination or cancellation of
the remaining portion thereof.

                   (3) A Director's  Option  shall be  exercised  by  delivering
notice to Y&R's  principal  office,  to the  attention  of its  Chief  Financial
Officer,  no less than three  business days in advance of the effective  date of
the proposed exercise.  Such notice shall specify the number of shares of Common
Stock with respect to which the  Director's  Option is being  exercised  and the
effective date of the proposed exercise and shall be signed by the Director. The
Director may withdraw  such notice at any time prior to the close of business on
the  business  day  immediately  preceding  the  effective  date of the proposed
exercise.  Payment for shares of Common Stock  purchased  upon the exercise of a
Director's  Option shall be made on the effective  date of such exercise  either
(i) in cash, by certified  check,  bank cashier's  check or wire transfer,  (ii)
subject to the approval of the Committee, in shares of Common Stock owned by the
Director  and valued at


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their Fair Market Value on the effective  date of such exercise or (iii) subject
to the  approval  of the  Committee,  partly in shares of Common  Stock with the
balance in cash, by certified check, bank cashier's check or wire transfer.  Any
payment in shares of Common  Stock  shall be  effected  by the  delivery of such
shares  to the  Chief  Financial  Officer  of Y&R,  duly  endorsed  in  blank or
accompanied  by stock  powers duly  executed in blank,  together  with any other
documents and evidences as the Chief Financial Officer of Y&R shall require from
time to time.


                   (4)  Certificates  for shares of Common Stock  purchased upon
the exercise of a Director's  Option shall be issued in the name of the Director
and  delivered to the Director as soon as  practicable  following  the effective
date on which the Director's Option is exercised. No fractional shares of Common
Stock shall be issued or delivered  pursuant to the Plan.  The  Committee  shall
determine whether cash or other property shall be issued or paid in lieu of such
fractional  shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

                   (5) No Director's  Option or right to exercise any Director's
Option shall be pledged,  hypothecated or otherwise encumbered or subject to any
lien, obligation or liability of the Director to any party (other than Y&R or an
Affiliate)  or assigned or  transferred  by the Director  directly or indirectly
other than by will or the laws of descent and distribution upon the death of the
Director,  and any Director's  Option shall be exercised  during the lifetime of
the   Director   only  by  the   Director  or  his  or  her  guardian  or  legal
representative.  No transfer  permitted by the  immediately  preceding  sentence
shall be  effective  to bind Y&R unless (i) Y&R shall have been  furnished  with
written  notice  thereof and with a copy of the will and/or such evidence as Y&R
may deem  necessary  to  establish  the  validity of the  transfer  and (ii) the
permitted  transferee  (A)  agrees in  writing  to be  subject  to all terms and
conditions of the Plan and the agreement  evidencing the Director's Option as if
he or she had been an original signatory hereto,  except as otherwise determined
by the Committee, and to any additional terms and conditions deemed necessary or
appropriate  by the  Committee,  and  (B)  executes  and  delivers  to Y&R  such
documents  as may be  requested  by Y&R  from  time to time,  including  without
limitation, any voting trust or stockholders' agreement or supplement thereto as
Y&R may prescribe.

                   (e) Acceleration of Exercisability Upon Change in Control

                   (1) In  the  event  of a  Change  in  Control,  any  unvested
Director's  Option shall become fully  exercisable  and vested as of the date of
the Change in Control and the restrictions and forfeiture  conditions applicable
to the Director's Option shall lapse,  except to the extent of any waiver by the
Director and subject to applicable restrictions set forth in Section 9 hereof.

                   (2) A Change in Control shall be deemed to have occurred if:

                   (i)  any  Person  (other  than  Y&R,  any  trustee  or  other
         fiduciary  holding  securities  under any employee  benefit plan of the
         Company,  the  Management  Voting  Trust (as created by the  Management
         Voting Trust  Agreement  entered  into as of December 12, 1996,  by and
         among Y&R, Young & Rubicam Holdings Inc.,  Young & Rubicam  (Delaware),
         the "Management  Investors" and the "Voting  Trustees" (each as


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                   defined  therein),  as it may be amended or supplemented from
                   time to time), or any company owned,  directly or indirectly,
                   by  the   stockholders  of  Y&R  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 Y&R  immediately  prior to the occurrence
                   with respect to which the  evaluation  is being made) becomes
                   the Beneficial Owner,  directly or indirectly,  of securities
                   of Y&R representing 30 % or more of the combined voting power
                   of Y&R's then outstanding  securities (other than as a result
                   of an issuance of voting  securities  initiated by Y&R 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 of Directors;

                   (iii) the  consummation of a merger or  consolidation  of Y&R
         with any other entity,  which merger or  consolidation  would result in
         either (A) the voting  securities of Y&R 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 Y&R  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 Y&R  immediately  prior to such merger or
         consolidation;

                   (iv) the  stockholders of Y&R approve a plan or agreement for
         the sale or disposition of all or substantially all of the consolidated
         assets of Y&R (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 Y&R in substantially  the same proportions
         as their ownership of the common stock of Y&R immediately prior to such
         sale or  disposition)  in which  case  the  Board  of  Directors  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

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


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                   (3) For  purposes  of  Section  6(e)(1)  hereof,  a Change in
Control shall be deemed to have occurred  immediately  prior to the consummation
of (i) a tender offer for  securities of Y&R  representing  more than 50% of the
combined voting power of Y&R's then outstanding securities in which the Schedule
14D-1 filed with the  Securities  and Exchange  Commission  with respect to such
tender offer does not disclose any intention to follow the  consummation  of the
tender offer with a merger,  reorganization,  consolidation,  share  exchange or
similar  transaction or (ii) a tender offer for  securities of Y&R  representing
any percentage of the combined voting power of Y&R's then outstanding securities
in which the Schedule 14D-1 filed with the  Securities  and Exchange  Commission
with  respect  to such  tender  offer  discloses  an  intention  to  follow  the
consummation of the tender offer with a merger,  reorganization,  consolidation,
share exchange or similar transaction in which the value of the consideration to
be offered  for such  securities  is lower  than the value of the  consideration
offered for such  securities in the tender offer (as  determined by the Board of
Directors  at the time).  Y&R  intends by this  Section  6(e)(3) to protect  the
Director from being  disadvantaged  by being unable to  participate  in a tender
offer with respect to shares of Common Stock  subject to the  Director's  Option
and will take reasonably  appropriate  steps to help the Director avoid being so
disadvantaged  by establishing  procedures to allow the Director to exercise his
or her Director's Option, the exercisability of which is accelerated pursuant to
this Section 6(e), and tender the resulting shares of Common Stock in the tender
offer,  including,  to the extent feasible in compliance with applicable law, by
permitting the Director to exercise his or her Director's  Option  provisionally
upon the  consummation of the tender offer and by permitting the Director to pay
the exercise price of the  Director's  Option by means of a recourse note to Y&R
with such terms and conditions as the Board of Directors may require,  including
a pledge of the related shares.

                   (f) Effect of Termination of Director's Term

                   (1) In the event that the term of a Director's  membership on
the Board of  Directors  terminates  for any reason other than on account of the
death or permanent  disability  of the  Director,  then (i)  Director's  Options
granted to such Director,  to the extent that they were  exercisable at the time
of such  termination,  shall remain  exercisable  until the  expiration of their
term, and (ii) Director's  Options granted to such Director,  to the extent that
they were not  exercisable at the time of such  termination,  shall  immediately
expire.

                   (2) In the event that the term of a Director's  membership on
the  Board  of  Directors  terminates  on  account  of the  death  or  permanent
disability  of the  Director,  then  (i)  Director's  Options  granted  to  such
Director,  to the  extent  that  they  were  exercisable  at the  time  of  such
termination,  shall remain  exercisable  until the expiration of their term, and
(ii) Director's  Options granted to such Director,  to the extent that they were
not  exercisable at the time of such  termination,  shall become  exercisable at
such time and shall remain exercisable until the expiration of their term.

7.       Adjustment Upon Changes in Common Stock

                  In the event that any dividend or other distribution  (whether
in the form of cash, Common Stock, or other property), recapitalization, forward
or reverse split, reorganization,  merger, consolidation, spin-off, combination,
repurchase, share exchange, liquidation,


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dissolution or other similar  corporate  transaction or event affects the Common
Stock such that an adjustment  is determined by the Committee to be  appropriate
under  the  Plan,  then  the  Committee  shall,  in such  manner  as it may deem
equitable,  adjust  any or all of (i) the  number  and kind of  shares of Common
Stock which may be delivered  in  connection  with  Director's  Options  granted
thereafter,  (ii) the  number and kind of shares of Common  Stock  subject to or
deliverable in respect of outstanding  Director's Options and (iii) the exercise
price  relating to any  Director's  Option and/or make  provision for payment of
cash or other  property  in respect of any  outstanding  Director's  Option.  In
addition,  the  Committee is  authorized  to make  adjustments  in the terms and
conditions  of  Director's  Options in  recognition  of unusual or  nonrecurring
events  (including,  without  limitation,  events  described  in  the  preceding
sentence,  as well as  acquisitions  and  dispositions of businesses and assets)
affecting  Y&R, any Affiliate or business  unit, or the financial  statements of
Y&R or any Affiliate, or in response to changes in applicable laws, regulations,
accounting  principles,  tax rates and regulations or business  conditions or in
view  of the  Committee's  assessment  of the  business  strategy  of  Y&R,  any
Affiliate or business unit thereof and any other circumstances deemed relevant.

8.       Rights as a Stockholder

                  No person shall have any rights as a stockholder  with respect
to any shares of Common Stock  covered by or relating to any  Director's  Option
granted  pursuant  to the  Plan  until  the  date  of the  issuance  of a  stock
certificate with respect to such shares.  Except as otherwise expressly provided
in Section 7 hereof,  no adjustment to any  Director's  Option shall be made for
dividends  or other  rights for which the record date  occurs  prior to the date
such  stock   certificate  is  issued.   9.  Compliance  with  Legal  and  Other
Requirements

                  Y&R may, to the extent  deemed  necessary  or advisable by the
Committee, postpone the issuance or delivery of Common Stock or payment of other
benefits under any Director's  Option until  completion of such  registration or
qualification of such Common Stock or other required action under any federal or
state law, rule or regulation,  listing or other required action with respect to
any stock exchange or automated  quotation system upon which the Common Stock or
other  securities  of Y&R are listed or  quoted,  or  compliance  with any other
obligation of Y&R, as the Committee  may deem  appropriate,  and may require any
Director to make such representations,  furnish such information and comply with
or be  subject  to such  other  conditions  as it may  consider  appropriate  in
connection  with the  issuance or  delivery of Common  Stock or payment of other
benefits in compliance with applicable laws,  rules,  and  regulations,  listing
requirements,  or other  obligations.  Y&R  shall  not be  required  to issue or
deliver any  certificates  evidencing  shares of Common Stock in connection with
the  exercise  of a  Director's  Option (a) unless and until the  Committee  has
determined,  with  advice of counsel,  that the  issuance  and  delivery of such
certificates  is  in  compliance  with  all  applicable  laws,   regulations  of
governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Common Stock are listed or traded,  and (b) if the effect of
such  issuance  or delivery  would be to require  Y&R to  register  any class of
securities  of Y&R under the Exchange Act. Y&R shall in no event be obligated to
register  such  shares of Common  Stock or to take any other  action in order to
comply with any such law, regulation or requirement with respect to the


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issuance and delivery of such certificates.  The foregoing  notwithstanding,  in
connection  with a Change in  Control,  Y&R  shall  take or cause to be taken no
action,  and  shall  undertake  or  permit  to arise  no  legal  or  contractual
obligation,  that results or would result in any postponement of the issuance or
delivery of Common Stock or payment of benefits under any  Director's  Option or
the imposition of any other conditions on such issuance, delivery or payment, to
the extent that such  postponement  or other condition would represent a greater
burden on the  Director  than existed on the 90th day  preceding  such Change in
Control.

10.      Amendment; Termination

                  The Board of Directors may amend, alter, suspend,  discontinue
or  terminate  the Plan  without the consent of  stockholders  or  participating
Directors,  except that any amendment or alteration to the Plan shall be subject
to the  approval of Y&R's  stockholders  no later than the annual  meeting  next
following such Board of Director action if such stockholder approval is required
by any federal or state law or regulation or the rules of any stock  exchange or
automated  quotation  system  on which  the  Common  Stock may then be listed or
quoted, and the Board of Directors may otherwise,  in its discretion,  determine
to submit other such changes to the Plan to stockholders for approval; provided,
that,  without the consent of an affected  Director,  no such Board of Directors
action may materially and adversely affect the rights of such Director under any
previously  granted and outstanding  Director's  Option. The Committee may waive
any  conditions  or rights  under,  or amend,  alter,  suspend,  discontinue  or
terminate any Director's  Option  theretofore  granted and any Director's Option
award  relating  thereto,  except as otherwise  provided in the Plan;  provided,
that, without the consent of the affected Director, no such Committee action may
materially  and  adversely  affect  the  rights  of  such  Director  under  such
Director's Option.  Notwithstanding  the foregoing,  the Committee may terminate
any Director's  Option  theretofore  granted and any Director's Option agreement
relating thereto in whole or in part provided that upon any such termination Y&R
in full  consideration of the termination of such Director's  Option (whether or
not  exercisable) or portion thereof pays to such Director an amount in cash for
each share of Common Stock subject to such Director's  Option or portion thereof
being terminated equal to the excess,  if any, of (a) the Fair Market Value of a
share of Common  Stock on the date of such  termination,  over (b) the  exercise
price per share of such Director's  Option, or, if the Committee permits and the
Director elects,  accelerates the  exercisability  of such Director's  Option or
portion  thereof (if necessary) and allows such Director thirty days to exercise
such  Director's  Option or  portion  thereof  before  the  termination  of such
Director's  Option or portion thereof.  Notwithstanding  anything in the Plan to
the contrary, if any right conferred under the Plan would cause a transaction to
be  ineligible  for pooling of interest  treatment,  the Committee may modify or
adjust the right so that  pooling of  interest  accounting  shall be  available,
including the  substitution  of Common Stock having a Fair Market Value equal to
the cash otherwise  payable hereunder for the right which caused the transaction
to be ineligible for pooling of interest accounting.

11.      Expenses and Receipts

                  The  expenses of the Plan shall be paid by Y&R.  Any  proceeds
received  by Y&R in  connection  with  any  Director's  Option  will be used for
general corporate purposes.

                                       10
<PAGE>


12.      Failure to Comply

                  In addition  to the  remedies of Y&R  elsewhere  provided  for
herein,  failure by a Director to comply with any of the terms and conditions of
the Plan or the  agreement  executed by such  Director  evidencing an Director's
Option,  unless such failure is remedied by such Director  within ten days after
having been notified of such failure by the Committee,  shall be grounds for the
cancellation and forfeiture of such Director's  Option,  in whole or in part, as
the Committee, in its absolute discretion, may determine.

13.      Governing Law

                  The validity,  construction  and effect of the Plan, any rules
and regulations under the Plan, and any agreement evidencing a Director's Option
shall be determined in accordance  with the Delaware  General  Corporation  Law,
without giving effect to principles of conflicts of laws, and applicable federal
law.

14.      Effective Date and Term of Plan

                  The Plan was adopted by the Board of  Directors on January 16,
2000. No grants may be made under the Plan after January 16, 2010.

                                       11
<PAGE>
                                           EXHIBIT A

                        DIRECTOR'S STOCK OPTION AGREEMENT

                  THIS  AGREEMENT,  made as of this __the day of  ______,  20__,
between  YOUNG AND  RUBICAM  INC.  ("Y&R"),  a  Delaware  corporation,  with its
principal  offices at 285 Madison Avenue,  New York, NY 10017,  and ____________
(the "Director"), who resides at_______________________________________________.

                  WHEREAS,  Y&R has  adopted and  maintains  the Young & Rubicam
Inc. Directors Stock Option Plan (the "Plan");

                  WHEREAS,  Section  6 of the  Plan  provides  for the  award to
Directors of Director's  Options to purchase shares of common stock of Y&R, $.01
par value per share ("Common Stock");

                  NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:

                  1. Grant of  Director's  Option.  Pursuant to, and subject to,
the terms and  conditions set forth herein and in the Plan, Y&R hereby grants to
the Director a Director's Option to purchase 2,000 shares of Common Stock for an
exercise price of $_______ per share (the "Option").

                  The Option granted hereby is a Non-Qualified Stock Option.

                  2. Exercise of Option. The Option shall be exercisable only in
accordance  with the  provisions of this  Agreement and of the Plan.  The Option
shall be first exercisable to the extent of 2,000 shares of Common Stock subject
thereto, on.

All or a portion of the Option may become  earlier  exercisable  or forfeited in
accordance with the terms of the Plan. In no event may the Option be exercisable
with   respect   to  any  shares  of  Common   Stock   subject   thereto   after
____________________.

                  3.  Non-Transferability.  During the lifetime of the Director,
the Option shall be  exercisable  only by [him] [her] or [his] [her] guardian or
legal  representatives.  The  Option  shall not be  assignable  or  transferable
otherwise than by will or by the laws of descent and  distribution in accordance
with the Plan.

                  4.  Modification  and Waiver.  Except as provided in the Plan,
neither  this  Agreement  nor any  provision  hereof can be  changed,  modified,
amended, discharged,  terminated or waived orally or by any course of dealing or
purported  course of dealing,  but only by an agreement in writing signed by the
Director and Y&R. No such  agreement  shall extend to or affect any provision of
this Agreement not expressly changed, modified, amended, discharged,  terminated
or waived or impair any right  consequent on such a provision.  The waiver of or
failure to  enforce  any  breach of this  Agreement  shall not be deemed to be a
waiver or acquiescence in any other breach thereof.


<PAGE>

                  5.  Governing  Law.  This  Agreement  shall be governed by and
construed in accordance with the internal laws of the State of Delaware  without
regard to  principles of conflict of laws,  and the Director and each  permitted
transferee  agree to submit to personal  jurisdiction and to waive any objection
as to venue of the Court of Chancery in the State of Delaware in connection with
any action arising out of or relating to this Agreement.

                  6. Director  Acknowledgment.  The Director hereby acknowledges
receipt of a copy of the Plan.

                  7. Incorporation of Plan. All terms and provisions of the Plan
are  incorporated  herein  and made  part  hereof as if  stated  herein.  If any
provision  hereof  and of the Plan shall be in  conflict,  the terms of the Plan
shall govern.  All  capitalized  terms used herein and not defined  herein shall
have the meanings assigned to them in the Plan.

                  8. Entire  Agreement.  This  Agreement  represents  the final,
complete and total agreement of the parties hereto respecting the Option and the
matters  discussed  herein and this  Agreement  supersedes  any and all previous
agreements and understandings,  whether written, oral or otherwise,  relating to
the Option and such matters.

                  IN WITNESS  WHEREOF,  Young & Rubicam  Inc.  has  caused  this
Agreement to be duly executed by its duly  authorized  officer and said Director
has  hereunto  signed  this  Agreement  on  [his]  [her]  own  behalf,   THEREBY
REPRESENTING  THAT [HE] [SHE] HAS CAREFULLY READ AND UNDERSTANDS  THIS AGREEMENT
AND THE PLAN, as of the day and year first above written.

                                                     Young & Rubicam Inc.


                                                    By: ________________________

                                                     [Director's Name]


                                                     ___________________________