EXHIBIT 10.24

                              YOUNG & RUBICAM INC.
                           DIRECTOR DEFERRED FEE PLAN

                  1. Purpose.  The purpose of the Young & Rubicam Inc.  Director
Deferred  Fee Plan (the  "Plan") is to  provide  non-employee  directors  of the
Company with the  opportunity to defer taxation of such  director's  fees and to
provide the directors with an equity interest in the Company.

                  2.  Definitions.  The  following  terms when used  herein with
initial capital letters shall have the following  respective meanings unless the
text clearly indicates otherwise:

                  (a) Affiliate.  "Affiliate"  shall mean any entity (whether or
         not  incorporated)  which,  by  reason  of its  relationship  with  the
         Company,  is required to be  aggregated  with the Company under Section
         414(b),  414(c) 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 the  Company or an
         Affiliate.

                  (b)  Beneficial  Owner.  "Beneficial  Owner"  shall  have  the
         meaning  ascribed  to such  term in Rule  13d-3  under  the  Securities
         Exchange Act of 1934.

                  (c) Board of Directors.  "Board of Directors"  means the Board
         of Directors of the Company.

                  (d) Board Retainer.  "Board  Retainer" means the  compensation
         payable periodically to Directors.


                  (e)  Change of  Control.  "Change of  Control"  shall have the
         meaning assigned in Section 8 hereof.


                  (f) Common Stock. "Common Stock" means the common stock of the
         Company or any security or other property  (including  cash) into which
         such Common Stock may be changed by reason of: (i) any stock  dividend,
         stock split, combination of shares, recapitalization or other change in
         the capital structure of the Company,  (ii) any merger,  consolidation,
         separation, reorganization or partial or complete liquidation, or (iii)
         any other  corporate  transaction  or event having an effect similar to
         any of the foregoing.

                  (g) Common Stock  Account.  "Common Stock  Account"  means the
         bookkeeping account established and maintained under this Plan which is
         credited with Common Stock in accordance  with paragraph 5. Within each
         Common  Stock   Account,   the  Company  shall  maintain  a  subaccount
         reflecting  the Fees  deferred  from a specific  calendar  year and the
         earnings thereon.

                  (h) Company.  "Company" means Young & Rubicam Inc., a Delaware
         corporation, and its successors.

                  (i)  Director.  "Director"  means a  member  of the  Board  of
         Directors.

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                  (j) Eligible  Director.  "Eligible  Director" means a Director
         who is not an employee of the Company or any of its subsidiaries.

                  (k) Fair Market  Value.  "Fair  Market  Value" of Common Stock
         means the  closing  price of Common  Stock as  reported on the New York
         Stock Exchange  Composite Tape on the applicable date, or, in the event
         that no sales take place on such day, the closing price of Common Stock
         as reported on the New York Stock Exchange (or any successor  exchange)
         Composite  Tape on the nearest  preceding day on which there were sales
         of Common Stock.

                  (l) Fees.  "Fees" means the compensation  payable to Directors
         for their  services as a director,  including  the Board  Retainer  and
         Meeting Fee.

                  (m) Meeting Fee. "Meeting Fee" means the compensation  payable
         for each meeting of the Board of Directors or committee of the Board of
         Directors that such Director attends and/or chairs.

                  (n) Plan.  "Plan" means the plan set forth in this instrument,
         and known as the "Young & Rubicam Inc.  Director Deferred Fee Plan," as
         adopted at the meeting of the Board of Directors held March 23, 1999.

                  3.   Eligibility.   An  Eligible   Director   shall  become  a
participant  upon the later of the  effective  date of the Plan or the date such
Director becomes an Eligible Director.

                  4.  Deferred  Compensation.   With  respect  to  any  Eligible
Director,  the Company shall defer payment of all Fees payable by the Company to
such Eligible Director on or after the effective date of the Plan, unless,  with
respect to any calendar year  beginning  after the  effective  date of the Plan,
such Eligible Director notifies the Company, in writing, not later than ten (10)
days prior to the beginning of such calendar year,  that such Eligible  Director
elects  not to defer  payment  of such Fees.  Notwithstanding  the  above,  with
respect to the Fees payable at the May 14, 1999 meeting of the  shareholders  of
the Company, such Eligible Director shall have the option not to defer such Fees
by notifying the Company, in writing,  not later than thirty (30) days after the
effective  date of the  Plan,  of his  election  not to defer.  If the  Eligible
Director  elects not to defer,  the Company shall pay to him his Fees in cash at
the date they would have been paid absent any deferral.

                  5. Deferred Accounts.

                  (a) Amount of Deferrals.  The amount of an Eligible Director's
Fees deferred pursuant to Section 4 above shall be automatically credited to the
Common Stock Account specified in paragraph 5(b) and shall not otherwise be paid
to such  Eligible  Director  except as  provided in Sections 6, 8 and 11 hereof.
Such  deferral  shall be  irrevocable  with respect to deferred  Fees and deemed
earnings  thereon,  and  deferred  Fees and deemed  earnings  thereon  cannot be
transferred except as otherwise provided herein.

                  (b) Common Stock Account. The Eligible Director's Common Stock
Account shall be credited with that quantity of Common Stock equal to the number
of full and fractional shares (to the nearest thousandths) which could have been
purchased by the Eligible

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Director  with the  applicable  deferred  Fees based on the Fair Market Value of
such Common  Stock on the date  immediately  preceding  the date such Fees would
have been paid absent the  deferral.  There will be  credited  to each  Eligible
Director's  Common Stock Account  amounts equal to the cash  dividends and other
distributions  paid on shares of issued and outstanding Common Stock represented
by the Eligible  Director's  Common Stock  Account  which the Eligible  Director
would have  received  had he been a record owner of shares of Common Stock equal
to the amount of Common Stock in his Common Stock Account at the time of payment
of such cash dividends or other  distributions.  The Eligible  Director's Common
Stock  Account  shall be credited  with a quantity of shares of Common Stock and
fractions  thereof (to the nearest  thousandths)  that could have been purchased
with the  dividends  or other  distributions  based on the Fair Market  Value of
Common Stock on the date of payment of such  dividends  or other  distributions.
Notwithstanding any other provision of the Plan, solely with respect to the Fees
payable  at the May 14,  1999  meeting  of the  shareholders  of the  Company as
compensation for membership on the Board of Directors for the fiscal year ending
December 31, 1999,  (i) with  respect to any Eligible  Director  electing not to
defer his Fees, such Fees shall be paid to him in cash on the date of pricing of
the secondary public offering  authorized and approved by the Board of Directors
at its March 23, 1999 meeting (the "1999 Public Offering") and (ii) with respect
to any Eligible  Director  deferring  his Fees  pursuant to the Plan,  shares of
Common  Stock  shall be  credited  to his  Common  Stock  Account on the date of
pricing  of the 1999  Public  Offering  equal to the  number of shares of Common
Stock  purchasable  with such Fees at the offering  price of the Common Stock in
the 1999 Public Offering.

                  6.  Payment of  Deferred  Compensation.  With  respect to Fees
deferred from a calendar year,  the Company shall pay to each Eligible  Director
in shares of Common  Stock the number of whole  shares of Common Stock (with any
fractional  shares to be paid in cash) in the  subaccount  of his  Common  Stock
Account for that calendar year as soon as  practicable  after the earlier of (a)
May 15 of the third  calendar year  commencing  after the calendar year to which
the  subaccount  relates,  or (b) the first  business  date on which such person
ceases to be a Director.  If an Eligible Director dies before all amounts in his
Common Stock Account have been  distributed to him, the Company shall pay to the
Eligible  Director's  beneficiary or beneficiaries in shares of Common Stock the
number of whole shares of Common Stock (with any fractional shares to be paid in
cash) in such Eligible  Director's  Common Stock Account as soon as  practicable
after the Eligible Director's death.

                  7.  Beneficiaries.  An Eligible Director may, by executing and
delivering  to the  Secretary of the Company  prior to the  Eligible  Director's
death a beneficiary  election form,  designate a beneficiary or beneficiaries to
whom  distribution of his interest under this Plan shall be made in the event of
his death prior to the full receipt of his interest  under this Plan, and he may
designate the portions to be distributed to each such designated  beneficiary if
there is more than one.  Any such  designation  may be revoked or changed by the
Eligible  Director  at any time and from  time to time by  filing,  prior to the
Eligible  Director's  death,  with the  Secretary  of the  Company  an  executed
beneficiary  election  form.  If the  Eligible  Director  fails to  designate  a
beneficiary, the beneficiary will be the estate of the Eligible Director.

                  8. Change of Control. In the event of a Change of Control, the
Company shall pay to each Eligible Director in shares of Common Stock the number
of whole shares of Common Stock (with any fractional  shares to be paid in cash)
in his Common Stock  Account on
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the date of such  Change of Control or as soon as  practicable  thereafter.  For
purposes of this Section 8 the value of an Eligible Director's fractional shares
held in the Eligible Director's Common Stock Account shall be taken into account
as of the date of the Change in Control.  For purposes of this Plan,  "Change of
Control" shall mean:

                (a) any person  (other  than the  Company,  any trustee or other
fiduciary holding securities under any employee benefit plan of the Company,  or
any company owned,  directly or indirectly,  by the  stockholders of the Company
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 Company  immediately prior to the occurrence with respect to
which the evaluation is being made) becomes the Beneficial  Owner (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 Securities  Exchange
Act  of  1934),  directly  or  indirectly,  of  securities  of the  Company  (A)
representing  40% or more of the  combined  voting power of the  Company's  then
outstanding  securities and (B) for so long as the  Management  Voting Trust (as
created by the Management Voting Trust Agreement entered into as of December 12,
1996, by and among the Company,  Young & Rubicam  Holdings Inc., Young & Rubicam
(Delaware),  the  "Management  Investors"  and the  "Voting  Trustees"  (each as
defined  therein),  as it may be amended or  supplemented  from time to time) is
extant,  representing a greater  percentage of the combined  voting power of the
Company's then  outstanding  securities than is represented by the securities of
the  Company  then  held by the  Management  Voting  Trust;  provided,  that for
purposes of this Section 8(a),  all shares of stock  subject to options  granted
pursuant  to the  Young & Rubicam  1997  Incentive  Compensation  Plan and stock
options granted pursuant to the Young & Rubicam  Holdings Inc.  Management Stock
Option  Plan  that  are then  fully  vested  and  immediately  exercisable  (not
including any shares of stock subject to options which would become fully vested
and  immediately  exercisable  as a  result  of the  Change  in  Control  having
occurred) shall be treated as outstanding securities of the Company;

                (b) during any period of two consecutive years,  individuals who
at the  beginning  of such period  constitute  the Board,  and any new  director
(other than a director  designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause (a), (c), or (e) of
this  section)  whose  election by the Board or  nomination  for election by the
Company's  stockholders  was  approved by a vote of at least  two-thirds  of the
directors then still in office who either were directors at the beginning of the
two-year  period or whose  election or nomination for election was previously so
approved but  excluding  for this purpose any such new  director  whose  initial
assumption  of office  occurs  as a result  of  either  an actual or  threatened
election  contest  (as such  terms  are used in Rule  14a-11 of  Regulation  14A
promulgated  under  the  Securities  Exchange  Act of 1934) or other  actual  or
threatened solicitation of proxies or consents by or on behalf of an individual,
corporation,  partnership, group, associate or other entity or person other than
the Board (the  "Continuing  Directors"),  cease for any reason to constitute at
least a majority of the Board;

                (c) the consummation of a merger or consolidation of the Company
with any other entity,  which merger or consolidation would result in either (A)
the voting  securities  of the  Company  outstanding  immediately  prior to such
merger or consolidation failing to represent

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(either by remaining outstanding or by being converted into voting securities of
the surviving or resulting  entity) 40% or more of the combined  voting power of
the surviving or resulting entity  outstanding  immediately after such merger or
consolidation  or (B) (x)  the  voting  securities  of the  Company  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  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) as a result  of the
occurrence  of 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;

                  (d)  the  stockholders  of  the  Company  approve  a  plan  or
agreement  for  the  sale  or  disposition  of all or  substantially  all of the
consolidated  assets  of the  Company  (other  than  such a sale or  disposition
immediately  after which such assets will be owned directly or indirectly by the
stockholders  of the  Company in  substantially  the same  proportions  as their
ownership of the common stock of the Company  immediately  prior to such sale or
disposition)  in which case the Board shall  determine the effective date of the
Change in Control resulting therefrom; or

                  (e) any other event occurs which the Board determines,  in its
discretion,  would  materially  alter  the  structure  of  the  Company  or  its
ownership.

                  (f) For  purposes  of  Section 8 hereof,  a Change in  Control
shall be deemed to have occurred  immediately prior to the consummation of (A) a
tender offer for  securities  of the Company  representing  more than 50% of the
combined voting power of the Company'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 (B) a  tender  offer  for  securities  of  the  Company
representing  any percentage of the combined  voting power of the Company'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 at the  time).  The  Company  intends  by this  paragraph  to  protect
Eligible Directors from being  disadvantaged by being unable to participate in a
tender  offer  with  respect  to  shares  of  stock  and  will  take  reasonably
appropriate  steps to help Eligible  Directors avoid being so  disadvantaged  by
establishing  procedures  to allow  Eligible  Directors  to tender the shares of
stock in the tender offer,  including, to the extent feasible in compliance with
applicable law.

                  9.  Non-Assignability.  Neither an Eligible  Director  nor any
beneficiary  designated by him shall have any right to,  directly or indirectly,
alienate, assign or encumber any amount that is or may be payable hereunder.

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                  10. Governing Law. To the extent not preempted by federal law,
the  provisions  of this Plan shall be  interpreted  and construed in accordance
with the laws of the State of New York.

                  11.  Effective Date. This Plan shall become effective on March
23, 1999. The Board of Directors may amend, suspend or terminate the plan at any
time; provided that no such amendment, suspension or termination shall adversely
affect the amounts in any then-existing  account.  Upon termination of the Plan,
the Company  shall pay to each  Eligible  Director in shares of Common Stock the
number of whole shares of Common Stock (with any fractional shares to be paid in
cash) in his Common Stock Account on the date of such  termination or as soon as
practicable thereafter.

                  12.  Unfunded  Plan.  This  Plan  shall be  unfunded.  Amounts
payable  hereunder  shall be paid from the general  assets of the  Company.  The
Company  may  establish  a  trust  pursuant  to  a  trust   agreement  and  make
contributions  thereto for the purpose of  assisting  the Company in meeting its
obligations  in  respect  of  benefits  payable  under the Plan.  Any such trust
agreement shall contain procedures to the following effect:

                  (a) In the event of the  insolvency of the Company,  the trust
fund will be  available to pay the claims of any creditor of the Company to whom
a distribution may be made in accordance with state and federal bankruptcy laws.
The  Company  shall be deemed to be  "insolvent"  if the Company is subject to a
pending  proceeding  as a  debtor  under  the  federal  Bankruptcy  Code (or any
successor  federal  statute)  or any  state  bankruptcy  code.  In the event the
Company becomes insolvent, the Board of Directors and chief executive officer of
the Company shall notify the trustee of that event as soon as practicable.  Upon
receipt of such notice,  or if the trustee receives other written  allegation of
the Company's  insolvency,  the trustee shall cease making  payments of benefits
from the trust fund,  shall hold the trust fund for the benefit of the Company's
creditors, and shall take such steps as are necessary to determine within thirty
(30) days whether the Company is insolvent.  In the case of the trustee's actual
knowledge of or other  determination  of the Company's  insolvency,  the trustee
will  deliver  assets  of the trust  fund to  satisfy  claims  of the  Company's
creditors as directed by a court of competent jurisdiction;

                  (b) The trustee  shall  resume  payment of benefits  under the
trust  agreement only after the trustee has  determined  that the Company is not
insolvent (or is no longer insolvent,  if the trustee had previously  determined
the Company to be insolvent) or upon receipt of an order of a court of competent
jurisdiction  requiring  such payment.  If the trustee  discontinues  payment of
benefits  pursuant to paragraph (a) of this Section 12 and subsequently  resumes
such  payment,  the first  payment on account of a  participant  following  such
discontinuance shall include an aggregate amount equal to the difference between
the payments which would have been made on account of such participant under the
trust  agreement  and the  aggregate  payments  actually made on account of such
participant  by the  Company  during  any such  period of  discontinuance,  plus
interest on such amount at a rate equivalent to the net rate of return earned by
the trust fund during the period of such discontinuance.

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Amendment to Directors Deferred Fee Plan

AMENDMENT NO. 1 TO THE DIRECTOR DEFERRED FEE PLAN

WHEREAS,  Young & Rubicam  Inc., a corporation  organized  under the laws of the
State of Delaware  (hereinafter  referred  to as the  "Company")  established  a
Director Deferred Fee Plan (hereinafter  referred to as the "Plan") on March 23,
1999 and now  wishes to amend the Plan to  reflect  the  change  in  payment  of
Director Fees to January and to change the definition of "Change in Control";

WHEREAS,  Section 11 of the Plan provides for amendment of the Plan by the Board
of Directors of the Company; and

WHEREAS,  the Board of Directors of the Company  adopted such  amendments at its
meeting on January 16, 2000.

NOW, THEREFORE, the Director Deferred Fee Plan is hereby amended as follows:

Section 1.  Effective  on January  16,  2000,  clause (n) of Section 2 is hereby
amended to read in full, as follows:

         "(n)  Plan.  "Plan"  means the plan set forth in this  instrument,  and
         known as the Young &  Rubicam  Inc.  Director  Deferred  Fee  Plan," as
         adopted at the meeting of the Board of  Directors  held March 23, 1999,
         and as amended at the meeting of the Board of  Directors  held  January
         16, 2000."

Section  2.  Effective  on March 23,  1999,  clause  (b) of  Section 2 is hereby
amended to read in full, as follows:

         "(b) "Beneficial Owner" shall have the meaning ascribed to such term in
         Rule 13d-3 under the  Securities  Exchange Act, as amended from time to
         time (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)."

Section 3.  Effective  on January 16, 2000,  the first  sentence of Section 6 is
hereby amended to read in full, as follows:

         "6.  Payment of Deferred  Compensation.  With respect to Fees  deferred
         from a calendar year,  the Company shall pay to each Eligible  Director
         in shares of Common  Stock the number of whole  shares of Common  Stock
         (with any  fractional  shares to be paid in cash) in the  subaccount of
         his or her Common Stock  Account for that  calendar year on the earlier
         of (a) May 15, 2002 with respect to shares deposited in such subaccount
         on May 15, 1999; (b) January 15

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         of the third calendar year commencing  after the calendar year to which
         the subaccount  relates for calendar years  commencing after January 1,
         2000 and (c) the first  business date on which such person ceases to be
         a Director."

Section 4.  Effective on March 23, 1999,  Section 8 is hereby amended to read as
follows:

         "8.  Change of Control.  (a) In the event of a Change of  Control,  the
         Company shall pay to each  Eligible  Director in shares of Common Stock
         the number of whole shares of Common Stock (with any fractional  shares
         to be paid in cash) in his  Common  Stock  Account  on the date of such
         Change of Control or as soon as practicable thereafter. For purposes of
         this Section 8, the value of an Eligible  Director's  fractional shares
         held in the Eligible  Director's  Common Stock  Account  shall be taken
         into  account as of the date of the Change of Control.  For purposes of
         this Plan, "Change of Control" shall mean:

                  (i) any Person  (other than the Company,  any trustee or other
                  fiduciary  holding  securities under any employee benefit plan
                  of the Company,  the Management  Voting Trust,  or any company
                  owned,  directly or  indirectly,  by the  stockholders  of the
                  Company  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
                  Company  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 Company
                  representing  30 % or more of the combined voting power of the
                  Company's then outstanding  securities (other than as a result
                  of an issuance of voting  securities  initiated by the Company
                  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  the  Company  with  any  other  entity,  which  merger  or
                  consolidation would result in either (A) the voting securities
                  of the Company 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 Company  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,
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                  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   Company   immediately   prior  to  such   merger  or
                  consolidation;

                           (iv) the  stockholders  of the Company approve a plan
                  or  agreement   for  the  sale  or   disposition   of  all  or
                  substantially  all of the  consolidated  assets of the Company
                  (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 Company in substantially  the
                  same proportions as their ownership of the common stock of the
                  Company  immediately  prior to such  sale or  disposition)  in
                  which  case  the  Board  of  Directors   shall  determine  the
                  effective date of the Change of 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 of
                  Control.

                  (b) For  purposes  of  Section 8 hereof,  a Change of  Control
         shall be deemed to have occurred  immediately prior to the consummation
         of (A) a tender offer for securities of the Company  representing  more
         than 50% of the combined voting power of the Company'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 (B) a  tender  offer  for  securities  of  the  Company
         representing  any  percentage  of  the  combined  voting  power  of the
         Company'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).  The Company intends
         by  this   paragraph   to  protect   Eligible   Directors   from  being
         disadvantaged  by being  unable to  participate  in a tender offer with
         respect to shares of stock and will take reasonably  appropriate  steps
         to help Eligible Directors avoid being so disadvantaged by establishing
         procedures to allow Eligible Directors to tender the shares of stock in
         the tender offer,  including, to the extent feasible in compliance with
         applicable law.
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<PAGE>

                   (c) For purposes of Section 8 hereof,  "Continuing Directors"
         means, 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 the  Company'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 Company to effect a transaction described in clause (i), (iii)
         or (iv) of the  definition  of "Change of 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.

                  (d) For purposes of Section 8 hereof,  "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."

             IN WITNESS WHEREOF,  this Amendment No. 1 to the Director  Deferred
Fee Plan has been executed by the Company as of January 16, 2000.

                                            Young & Rubicam Inc.
                                            By:
                                            Stephanie W. Abramson
                                            Executive Vice President and General
                                            Counsel

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