EXHIBIT 10.27

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

     WHEREAS,  Young & Rubicam Inc., a corporation  organized  under the laws of
the State of Delaware (hereinafter referred to as the "Company"),  maintains the
Young & Rubicam Inc. Deferred  Compensation  Plan,  effective as of November 19,
1997, as amended (the "Deferred Compensation Plan");

     WHEREAS,  Section 11 of the Deferred  Compensation  Plan  provides that the
Compensation   Committee   of  the  Board  of  Directors  of  the  Company  (the
"Committee") may amend the Deferred Compensation Plan;

     NOW, THEREFORE,  effective as of January 1, 1999, the Deferred Compensation
Plan is amended by  amending  and  restating  Section  12(f) in its  entirety as
follows:

     Tax  Withholding or Payments.  The Company and any Affiliate shall have the
     right to deduct from amounts  otherwise payable in settlement of a Deferral
     Account any sums that federal,  state, local or foreign tax law requires to
     be withheld with respect to such payment. Shares may be withheld to satisfy
     such  obligations  in any case where  taxation  would be  imposed  upon the
     delivery of shares,  except that shares issued or delivered under any plan,
     program,  employment agreement or other arrangement may be withheld only in
     accordance with the terms of such plan,  program,  employment  agreement or
     other  arrangement and any applicable  rules,  regulations,  or resolutions
     thereunder.  In addition, at the election of the Participant or Beneficiary
     and upon the  agreement  of the  Company  (subject  to the  approval of the
     Committee,  in the case of any  Participant  subject  to  Section 16 of the
     Exchange  Act at the time of such  transaction),  (i) in  order to  satisfy
     withholding  taxes or other similar charges incurred in connection with the
     receipt  of shares  of Stock in  settlement  of a  Deferral  Account  under
     federal,  state,  local or foreign tax law,  the  Company or any  Affiliate
     shall repurchase from the Participant or Beneficiary for cash the number of
     shares of Stock  received by such  Participant or Beneficiary in settlement
     of such Deferral Account  necessary to fund such  obligations,  and (ii) in
     order to  satisfy  the  estimated  total  taxes and  charges  that would be
     incurred by a Participant or Beneficiary in connection  with the receipt of
     shares of Stock in settlement  of a Deferral  Account in excess of any sums
     that federal,  state, local or foreign tax law requires to be withheld with
     respect to such payment, the Company or any Affiliate shall repurchase from
     the  Participant  or  Beneficiary  for cash the  number  of shares of Stock
     received by such  Participant or Beneficiary in settlement of such Deferral
     Account  necessary to fund such  obligations,  and the Company and any such
     Affiliate shall, as appropriate,  either deliver such cash payment directly
     to the appropriate taxing authorities or to the Participant or Beneficiary,
     in return for a written  representation  to the  Company or such  Affiliate
     that the cash payment shall be used to fund such obligations.  With respect
     to any  foreign  taxes or  withholding  that may be due prior to payment in
     settlement of the Deferral  Account,  the Company and any  Affiliate


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     shall have the right to  withdraw,  in cash or in stock from and reduce the
     Deferral Account by the amount of such taxes or withholdings and arrange to
     provide for the  payment of such taxes or  withholding  to the  appropriate
     taxing authorities.