
            

                            CHIAT/DAY HOLDINGS, INC.

                          PLAN OF COMPLETE LIQUIDATION

1. Plan of Liquidation; Closing of Transfer Books.

     (a) After (i) the adoption of this Plan, (ii) the consummation of the asset
sales contemplated in that certain Asset Purchase Agreement dated
______________, 1995 among the Corporation, Chiat/Day inc. Advertising, a
Delaware corporation ("Advertising"), Omnicom Group Inc., a New York corporation
("Omnicom") and TBWA International Inc., a Delaware corporation ("TBWA") (as the
same may be amended, supplemented or otherwise modified from time to time, the
"Purchase Agreement"), and (iii) the occurrence of the Distribution Date,
CHIAT/DAY HOLDINGS, INC., a Delaware corporation (the "Corporation"), after
deposits are made into the Liquidating Trust (as defined below) and the escrows
described in paragraph 3(a) below on behalf of the Stockholders, will distribute
to its stockholders, in accordance with paragraph 4 hereof, its properties and
assets of every description, which at that time will consist entirely of shares
of common stock, par value $.50 per share, of Omnicom, received by the
Corporation (exclusive of the Contributed Stock (as defined in the Purchase
Agreement)) pursuant to the terms of the Purchase Agreement (the "Omnicom
Shares"). Capitalized terms used herein and not defined herein shall have the
meanings ascribed thereto in the Purchase Agreement.

     At such time, the Corporation will also cause Advertising to distribute to
the Rightsholders (as defined


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herein), in accordance with paragraph 5 hereof, after deposits are made
into the escrows described in paragraphs 3(b) and 3(c) below on behalf of the
Rightsholders, the Omnicom Shares received by Advertising (inclusive of the
Contributed Stock) pursuant to the Purchase Agreement; provided, that such
distribution is conditional upon and in consideration of the funding of such
escrows on behalf of the Rightsholders.

     (b) On the Closing Date under the Purchase Agreement (on or immediately
following which date the Corporation shall file a Certificate of Dissolution in
accordance with the laws of the State of Delaware), the Corporation shall close
its transfer books and no transfers of Class A or Class B Common Stock of the
Corporation shall thereafter be recorded on the transfer books of the
Corporation. Such Closing Date shall be the record date for determining the
Stockholders entitled to receive any distributions described herein in respect
of the Common Stock of the Corporation. 

2. Liquidating Trust.

     (a) Following the Closing under the Purchase Agreement, the Corporation
shall cause to be created a liquidating trust (the "Liquidating Trust") for and
on behalf of the Class A and Class B stockholders (collectively, the
"Stockholders") of the Corporation, all pursuant to a Liquidating Trust
Agreement (the "Liquidating Trust Agreement") substantially in the form attached
hereto as Annex I. The trustees of the Liquidating Trust shall be Thomas Patty
and David C. Wiener (collectively, the "Liquidating Trustee"). Upon adoption of
this


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Plan by the Stockholders and the creation of the Liquidating Trust, the
Liquidating Trustee will be authorized (i) to receive on behalf of the
Stockholders liquidating distributions (other than the distribution described in
paragraph 4 hereof) from the Corporation, (ii) to act as the agent of the
Stockholders in connection with the administration of the Omnicom
Indemnification Escrow Agreement (and the provisions of the Purchase Agreement
relating thereto) and the Liquidating Trust Escrow Agreement (each as defined
below), (iii) to respond to the assertion of claims under, and/or to make claims
under, such escrow agreements and (iv) to complete the winding up of the affairs
of the Corporation and the payment of certain liabilities not assumed by the
Purchaser under the Purchase Agreement from the assets of the Liquidating Trust.

     (b) On the Distribution Date (as defined in the Purchase Agreement), 5% of
the Omnicom Shares paid to the Corporation pursuant to Section 2.1 of the
Purchase Agreement (exclusive of the Contributed Stock) will be deposited into
the Liquidating Trust on behalf of the Stockholders. Such Omnicom Shares (and
any other Omnicom Shares received by the Liquidating Trustee from time to time)
will be sold by the Liquidating Trustee (in accordance with the Liquidating
Trust Agreement) and the net cash proceeds held in the Liquidating Trust on
behalf of the Stockholders for the purpose of liquidating contingent or other
liabilities against the Corporation which may arise in the future (other than
the liabilities assumed by TBWA pursuant to the Purchase Agreement and to the
extent required under Section


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281(b) of the Delaware General Corporation Law) and otherwise for
application and distribution in accordance with the terms of the Liquidating
Trust Agreement. Income earned on funds on deposit in the Liquidating Trust and
dividends paid to the Liquidating Trustee, for the benefit of the Stockholders,
in respect of Omnicom Shares on deposit under the Omnicom Indemnification Escrow
Agreement will be distributed from time to time to the Stockholders, pro rata in
accordance with their interests, in accordance with the Liquidating Trust
Agreement.

3.  Escrows.

     (a) On the Distribution Date, (i) 10% of the Omnicom Shares paid to the
Corporation pursuant to Section 2.1 of the Purchase Agreement (exclusive of the
Contributed Stock) will be deposited with an escrow agent (the "Omnicom
Indemnification Escrow Agent") on behalf of the Stockholders to secure certain
general indemnification obligations of the Corporation to the Purchaser and (ii)
a number of Omnicom Shares having an aggregate Market Value (as determined in
accordance with the Purchase Agreement) of $1,700,000 multiplied by a fraction,
the numerator of which is the number of shares of Class A and Class B Common
Stock outstanding on the Closing Date and the denominator of which is the sum of
the number of shares of Class A and Class B Common Stock and the number of EPUs
and EARs outstanding on the Closing Date, will be deposited with the Omnicom
Indemnification Escrow Agent on behalf of the Stockholders to secure certain
special indemnification obligations of the Corporation to the Purchaser, all
pursuant to an escrow agreement substantially in


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the  form  attached  hereto  as Annex II (the  "Omnicom  Indemnification  Escrow
Agreement").  From  time to time,  and upon  termination  of each  such  escrow,
Omnicom Shares in such escrow shall be distributed to the Liquidating Trust, for
the benefit of the Stockholders,  in accordance with the Omnicom Indemnification
Escrow Agreement. Cash and other taxable dividends on the Omnicom Shares held in
such escrows shall be paid directly to the Liquidating  Trustee, for the benefit
of the  Stockholders,  in  accordance  with the Omnicom  Indemnification  Escrow
Agreement.

     (b) On the Distribution Date, (i) 10% of the Omnicom Shares paid to
Advertising pursuant to Section 2.1 of the Purchase Agreement (inclusive of the
Contributed Stock) will be deposited with the Omnicom Indemnification Escrow
Agent on behalf of the holders of EARs and EPUs (collectively, the
"Rightsholders") to secure certain general indemnification obligations of the
Corporation to the Purchaser and (ii) a number of Omnicom Shares having an
aggregate Market Value (as determined in accordance with the Purchase Agreement)
of $1,700,000 multiplied by a fraction, the numerator of which is the number of
shares of EPUs and EARs outstanding on the Closing Date and the denominator of
which is the sum of the number of shares of Class A and Class B Common Stock and
the number of EPUs and EARs outstanding on the Closing Date, will be deposited
with the Omnicom Indemnification Escrow Agent on behalf of the Rightsholders to
secure certain special indemnification obligations of the Corporation to the
Purchaser, all pursuant to the Omnicom Indemnification Escrow Agreement. From
time to time,


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<PAGE>

and upon termination of each such escrow, Omnicom Shares in such escrow shall be
distributed to the Liquidating  Trust Escrow Agent (as defined  below),  for the
benefit of the  Rightsholders,  in accordance  with the Omnicom  Indemnification
Escrow Agreement. Cash and other taxable dividends on the Omnicom Shares held in
such escrows shall be paid directly to the Liquidating  Trust Escrow Agent,  for
the benefit of the Rightsholders, in accordance with the Omnicom Indemnification
Escrow Agreement.

     (c) On the Distribution Date, 5% of the Omnicom Shares paid to Advertising
pursuant to Section 2.1 of the Purchase Agreement (inclusive of the Contributed
Stock) will be deposited with an escrow agent (the "Liquidating Trust Escrow
Agent") on behalf of the Rightsholders to reimburse the Liquidating Trust for
the Rightsholders' pro rata portion of any contingent or other liabilities of
the Corporation which may arise in the future (such escrow, the "Liquidating
Trust Escrow"), all pursuant to an escrow agreement substantially in the form
attached hereto as Annex III (the "Liquidating Trust Escrow Agreement"). The
Liquidating Trust Escrow Agent will also receive distributions of Omnicom Shares
and dividends in respect thereof, for the benefit of the Rightsholders, pursuant
to the Omnicom Indemnification Escrow Agreement. All Omnicom Shares received by
the Liquidating Trust Escrow Agent at any time will be sold and the proceeds
retained in the Liquidating Trust Escrow. From time to time, and upon
termination of the Liquidating Trust Escrow Agreement, funds on deposit in the
Liquidating Trust Escrow will be distributed to Rightsholders,



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<PAGE>

pro rata in accordance with their interests, in accordance with the
Liquidating Trust Escrow Agreement. Income earned on funds on deposit in the
Liquidating Trust Escrow and dividends paid to the Liquidating Trust Escrow
Agent, for the benefit of the Rightsholders, in respect of Omnicom Shares on
deposit under the Omnicom Indemnification Escrow Agreement will be distributed
from time to time to the Rightsholders, pro rata in accordance with their
interests, in accordance with the Liquidating Trust Escrow Agreement.

4. Liquidating Distribution to Stockholders.

     (a) As soon as practicable after the Liquidating Trust and the escrows
described in the paragraph 3(a) have been established and funded (all of which
is intended to occur on the Distribution Date), the Corporation shall make a
distribution (the "Corporation Distribution") of the remaining Omnicom Shares
paid to the Corporation pursuant to Section 2.1 of the Purchase Agreement
(exclusive of the Contributed Stock) (the "Corporation Distribution Shares")
directly to the Stockholders in accordance with subparagraph (b) hereof,
provided that (i) all creditors of the Corporation (other than the liabilities
assumed by TBWA pursuant to the Purchase Agreement and to the extent required
under Section 281(b) of the Delaware General Corporation Law) shall first be
paid in full for the amount of their claims, (ii) the proceeds of the sale of
the Omnicom Shares deposited in the Liquidating Trust will remain in the
Liquidating Trust pursuant to the terms of the Liquidating Trust Agreement,
(iii) the Omnicom Shares deposited, on behalf of the Stockholders, with the


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<PAGE>

Omnicom Indemnification Escrow Agent will remain with such escrow agent
pursuant to the terms of the Omnicom Indemnification Escrow Agreement, (iv) no
fractional Omnicom Shares will be distributed, but rather, cash will be
distributed in an amount equal to the value of any such fractional shares on the
date of such Corporation Distribution and (v) the value of an Omnicom Share will
be calculated in accordance with the Purchase Agreement and the calculation of
such value for purposes of calculation of the Purchase Price (as defined in the
Purchase Agreement).

     (b) The distribution of the Corporation Distribution Shares shall be as
follows:

          (i) The Corporation Distribution Shares shall be distributed to the
     holders of Class A and Class B Common Stock, pro rata in accordance with
     their respective holdings, with each share of Class A Common Stock and
     Class B Common Stock to be treated equally with respect to such
     distribution.

          (ii) Dividends paid or payable with respect to the Corporation
     Distribution Shares prior to the Corporation Distribution will be retained
     by the Corporation and used to satisfy expenses of the Corporation incurred
     in connection with the transactions contemplated by this Plan.

     The foregoing distributions in complete liquidation shall be in exchange
solely for, and in complete redemption and cancellation of, and in payment for,
all of the outstanding shares of Class A Common Stock and Class B Common Stock
of the Corporation, and the Stockholders shall, if the Board of Directors so
determines, surrender their certificates for such


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<PAGE>

shares for recording  thereon receipt of distributions  prior to the Corporation
Distribution,  and shall  surrender  such  certificates  for  cancellation  upon
receipt of the Corporation Distribution herein authorized.

5.  Liquidating Distribution to Rightsholders.

     (a) As soon as practicable after the escrows described in the paragraphs
3(b) and 3(c) have been established and funded (all of which is intended to
occur on the Distribution Date) and prior to the consummation of the
transactions contemplated by the Advertising Stock Sale Agreement, the
Corporation shall cause Advertising to make a distribution (the "Advertising
Distribution") of the remaining Omnicom Shares paid to Advertising pursuant to
Section 2.1 of the Purchase Agreement (inclusive of the Contributed Stock) (the
"Advertising Distribution Shares") directly to the Rightsholders in accordance
with subparagraph (b) hereof, provided that (i) all creditors of the Corporation
(other than the liabilities assumed by TBWA pursuant to the Purchase Agreement
and to the extent required under Section 281(b) of the Delaware General
Corporation Law) shall first be paid in full for the amount of their claims,
(ii) the Omnicom Shares deposited, on behalf of the Rightsholders, with the
Omnicom Indemnification Escrow Agent and the Liquidating Trust Escrow Agent will
remain with such escrow agents pursuant to the terms of the relevant escrow
agreement, (iii) no fractional Omnicom Shares will be distributed, but rather,
cash will be distributed in an amount equal to the value of any such fractional
shares on the date of such Advertising Distribution


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<PAGE>


and (iv) the value of an Omnicom Share will be calculated in accordance
with the Purchase Agreement and the calculation of such value for purposes of
calculation of the Purchase Price (as defined in the Purchase Agreement).

     (b) The distribution of the Advertising Distribution Shares shall be as
follows:

          (i) The Advertising Distribution Shares shall be distributed to the
     holders of EPUs and EARs, pro rata in accordance with their respective
     holdings, with each EPU and EAR to be treated equally with respect to such
     distribution.

          (ii) Dividends paid or payable with respect to the Advertising
     Distribution Shares prior to the Advertising Distribution will be retained
     by the [Corporation] and used to satisfy expenses of the [Corporation]
     incurred in connection with the transactions contemplated by this Plan.

     The foregoing distributions in complete liquidation shall be in exchange
solely for, and in complete redemption and cancellation of, and in payment for,
all of the outstanding EPUs and EARs of the Corporation[, and the Rightsholders
shall, if the Board of Directors so determines, surrender their certificates for
such rights for recording thereon receipt of distributions prior to the
Advertising Distribution, and shall surrender such certificates for cancellation
upon receipt of the Advertising Distribution herein authorized.]

6.  Sale of Stock of Advertising.

     As soon as practicable after the consummation of the distributions
contemplated by Sections 4 and 5 hereof, the Corporation shall


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sell all of the common stock, par value $.01 per share, of Advertising
owned by the Corporation to Adelaide Horton pursuant to a Stock Purchase
Agreement in substantially the form attached hereto as Annex IV (the
"Advertising Stock Sale Agreement"); provided, that pursuant to the Advertising
Stock Sale Agreement, the Corporation shall indemnify the Purchaser thereunder
and Advertising for any Losses (as defined in the Purchase Agreement) arising
out of or in connection with any Retained Advertising Liabilities (as defined in
the Purchase Agreement).

7.  Termination of Profit Sharing Plan.

     The Corporation shall effect the termination of the Chiat/Day Profit
Sharing Plan and 401(k) Plan (the "Profit Sharing Plan") as of the Closing Date
under the Purchase Agreement and thereupon the trustees of the Profit Sharing
Plan shall distribute the assets of the Profit Sharing Plan to the beneficiaries
thereof in accordance with such plan.

8.  Dissolution and Complete Liquidation.

     The officers and the Board of Directors of the Corporation shall proceed
with the voluntary dissolution and complete liquidation of the Corporation in
accordance with the laws of the State of Delaware as promptly as practicable
after the adoption of this Plan and the occurrence of the Closing Date under the
Purchase Agreement.

9.  Authorization to Execute and File Documents.

     The officers of the Corporation are authorized, empowered and directed to
execute and file all documents which they deem necessary or advisable to carry
out the purposes and


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intentions of this Plan, including a Certificate of Dissolution under the
laws of the State of Delaware, and information returns with federal, state and
local tax officials as may be required by the applicable regulations.

10.  Authorization of Necessary Acts.

     The officers and directors of the Corporation are authorized, empowered and
directed to do any and all other things in the name and on behalf of the
Corporation which each of them may deem necessary or advisable in order to carry
out the purposes and intentions of this Plan. They shall be held harmless by the
Corporation for any action under this Plan taken in good faith, and any expense
or liability so incurred by them shall be that of the Corporation.


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                                    ANNEX I

                          LIQUIDATING TRUST AGREEMENT



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                                    ANNEX II

                    OMNICOM INDEMNIFICATION ESCROW AGREEMENT




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                                   ANNEX III

                       LIQUIDATING TRUST ESCROW AGREEMENT




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                                    ANNEX IV

                        ADVERTISING STOCK SALE AGREEMENT




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