

                            CHIAT/DAY HOLDINGS, INC.

                          LIQUIDATING TRUST AGREEMENT

     THIS LIQUIDATING TRUST AGREEMENT (this "Trust Agreement"), made as of
____________ __, 1995, by and between Chiat/Day Holdings, Inc., a Delaware
corporation (the "Corporation"), on behalf of its stockholders, and Thomas Patty
and David C. Wiener (collectively, the "Trustees").

                               W I T N E S E T H:

     WHEREAS, the Class A and Class B common stockholders of the Corporation
(collectively, the "Stockholders") adopted a Plan of Liquidation (the "Plan") at
a Special Meeting of Stockholders held on _________ __, 1995;

     WHEREAS, pursuant to the Plan, the liquidation and dissolution of the
Corporation shall be completed as soon as practicable after the date of adoption
of the Plan;

     WHEREAS, there are or may be contingent or other liabilities against the
Corporation which may arise in the future;

     WHEREAS, the Stockholders at said Special Meeting authorized the proper
officers of the Corporation to transfer for their benefit a part or all of the
Corporation's assets to the Trustees;

     WHEREAS, the form of this Trust Agreement and the trust hereby created (the
"Trust") have been approved by a majority vote of the Stockholders at said
Special Meeting;

     WHEREAS, the Corporation is party to a certain escrow agreement, dated
________, 1995, among the Corporation, Chiat/Day


<PAGE>

inc. Advertising ("Advertising"), TBWA International Inc. and The Chase
Manhattan Bank, N.A., as escrow agent (the "Omnicom Indemnification Escrow
Agreement"), pursuant to which the Trust may receive, on behalf of the
Stockholders, distributions from time to time of shares of common stock, par
value $.50 per share, of Omnicom Group Inc. ("Omnicom Stock"); and

     WHEREAS, the Corporation is party to a certain escrow agreement, dated
_______, 1995, among the Corporation, Advertising and _________, as escrow agent
(the "Liquidating Trust Escrow Agent"; such agreement, the "Liquidating Trust
Escrow Agreement"), pursuant to which the Trust shall be entitled to request
funds for the purpose of paying a portion of any contingent or other liabilities
of the Corporation which may arise in the future, all in accordance with the
further terms of this Trust Agreement and the Liquidating Trust Escrow
Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein:

                                   ARTICLE I.

                              Transfer To Trustees

     1.1.  Transfer to Trustees; Sale of Omnicom Stock; Trust Income. (a) On the
Distribution Date under (as defined in) that certain Asset Purchase Agreement
dated ___________, 1995 among Omnicom Group Inc., TBWA International Inc.,
Advertising and the Corporation (the "Purchase Agreement"), the Corporation
shall, on behalf of the Stockholders, hereby transfer and assign to the
Trustees, and the Trustees shall hereby accept, the Corporation's


                                       2
<PAGE>

entire right, title and interest in and to the Omnicom Stock described in
Schedule A attached hereto and made a part hereof (the "Trust Property") and all
income from investment and reinvestment (in accordance with Section 4.2 hereof)
in respect thereof (the "Trust Income"). The Trust Property shall include all
Omnicom Stock received from time to time by the Trustees, on behalf of the
Stockholders, as distributions pursuant to the Omnicom Indemnification Escrow
Agreement and all funds received from the Liquidating Trust Escrow Fund pursuant
to Liquidating Trustee Requests in accordance with Section 3.4 hereof.

     (b) The Trustees shall, forthwith upon receipt of any Omnicom Stock
(whether pursuant to Section 1.1(a), pursuant to the Omnicom Indemnification
Escrow Agreement or otherwise) sell such Omnicom Stock and retain the cash
proceeds of such sale, net of reasonable and customary brokers fees and other
costs and expenses of such sale, as Trust Property for application in accordance
with this Trust Agreement. The Trustees shall liquidate any other type of
property received for deposit in the Trust in such manner as they deem
appropriate and retain the cash proceeds of such sale, net of reasonable costs
and expenses of such sale, as part of the Trust Property for application in
accordance with this Trust Agreement.

     (c) The Trust Income shall include any cash and other taxable dividends
paid to the Trustees, on behalf of the Stockholders, in respect of Omnicom Stock
on deposit under the Omnicom Indemnification Escrow Agreement. The Trust Income
shall


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<PAGE>

be segregated from the Trust Property and  maintained,  invested and distributed
by the Trustees in accordance with this Trust Agreement.

     1.2.  Intention of Parties. It is the intention of the parties that the
Trustees shall acquire title to the Trust Property so that the liquidation and
dissolution of the Corporation shall be completed as soon as is practicable.
Although the Corporation has transferred the Trust Property directly to the
Trustees, the parties intend that, for Federal income tax purposes only, such
transfer is to be considered in substance a transfer from the Corporation to the
Former Stockholders (as hereinafter defined) and from them to the Trustees. The
Trust Property is transferred and assigned to the Trustees, and the Trustees
shall hold and deal with the Trust Property, in trust for the sole benefit of
the Beneficiaries (as hereinafter defined), on the terms and conditions herein
set forth.
                                      

                                  ARTICLE II.

                                 Beneficiaries

     2.1.  Stockholders as Beneficiaries. A list of the Stockholders as of the
date of the closing of the transfer books of the Corporation (which date shall
be the Closing Date under the Purchase Agreement) (collectively, the "Former
Stockholders") is set forth in Schedule B attached hereto and made a part
hereof. The Former Stockholders shall be the initial Beneficiaries with the same
beneficial interest ("Beneficial


                                       4
<PAGE>

Interest") in the Trust as shown on Schedule B. For this purpose, the term
Beneficial Interest shall mean, for each Beneficiary, the percentage determined
by dividing the number of Class A and Class B shares of common stock of the
Corporation (the "Common Stock") held by the Beneficiary on the date of the
closing of the transfer books of the Corporation by the total number of shares
of Common Stock outstanding on such date. For ease of administration, the
Trustees may, if they so elect, express the Beneficial Interest of each
Stockholder in terms of units. Each distribution by the Trustees to the
Beneficiaries shall be made to the Former Stockholders, or their legal
representatives or successor in interest authorized by Section 2.3 (together
with the Former Stockholders, the "Beneficiaries"), pro rata according to their
Beneficial Interest in the Trust.

     2.2.  Record of Beneficiaries.The Trustees shall maintain at their place of
business a record of the names of each Beneficiary and his Beneficial Interest
in the Trust.

     2.3.  Surrender of Stock Certificates; No Trust Certificates. (a) Each
Beneficiary must surrender his certificates representing ownership of Common
Stock (the "Stock Certificates") as a condition to his entitlement to any
distribution from the Trust. If and to the extent that a Beneficiary fails to
surrender his Stock Certificate(s), his share of any distribution will be
retained by the Trustees until he surrenders his Stock Certificate(s), or until
he furnishes an


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<PAGE>

indemnity bond or evidence of loss or destruction satisfactory to the
Trustees in the event of loss or destruction thereof.

     (b) The rights of Beneficiaries in to and under the Trust Property and the
Trust Income shall not be represented by any form of certificate or instrument.

     2.4.  Transfer of Interests. The Beneficial Interest of a Beneficiary in
the Trust may not be transferred in any manner whatsoever (including, without
limitation, by sale, exchanges, gift, pledge or creation of a security
interest), except (a) by bequest or inheritance in the case of an individual
Beneficiary, or (b) by operation of law.

     2.5. Missing Beneficiaries. A "Missing Beneficiary" shall be defined as (a)
a Stockholder who has neither surrendered his Stock Certificates nor provided
the Trustees with an indemnity bond in the event of loss or destruction thereof,
or (b) a Beneficiary who has not cashed one or more checks issued to him by the
Corporation in payment of liquidating distributions or has not receipted for the
delivery of property addressed to him as part of a liquidating distribution. If
a notice or distribution is mailed by the Trustees to a Beneficiary and either
the notice is returned by the United States Postal Service to the Trustee as
undeliverable or any check included in such notice is not cashed within a
reasonable period of time, such Beneficiary shall thereafter be a Missing
Beneficiary.

                                       6
<PAGE>

                                  ARTICLE III
                                       .
             Purpose, Limitations and Distribution to Beneficiaries

     3.1.  Purpose of Trust. This Trust is established for the sole purposes of:
(a) holding the Trust Property transferred to it by the Corporation on behalf of
the Beneficiaries, enforcing the rights of the Beneficiaries thereto; (b)
collecting the income thereon; (c) satisfying the following liabilities
(collectively, "Trust Liabilities") of the Corporation (in each case other than
the liabilities assumed by TBWA International Inc. pursuant to the Purchase
Agreement): (i) all claims and obligations, including all contingent,
conditional or unmatured contractual claims, known to the Corporation or the
Trustees, (ii) any claim which is the subject of a pending action, suit or
proceeding against the Corporation and (iii) claims which, based on facts known
to the Corporation or the Trustees, are likely to arise or become known to the
Corporation or the Trustees within 10 years after the date hereof; (d)
distributing the Trust Property and the Trust Income to the Beneficiaries; and
(e) taking such other action as is necessary to conserve and protect the Trust
Property and the Trust Income and to provide for the orderly liquidation of any
and all of the Trust Property. Under no circumstances shall the Trust or the
Trustees hereunder (1) have any power to engage in any trade or business, or in
any other activity except as is necessary to the orderly liquidation of any and
all of the Trust Property, and (2) except for the receipt of Omnicom Stock, on
behalf of the Stockholders, pursuant


                                       7
<PAGE>

to the Omnicom Indemnification Escrow Agreement or Section 1.1(a) hereof,
receive transfers of any listed stocks or securities, any readily-marketable
assets or any operating assets of an on-going business.

     3.2.  Operation of Trust; Notice Under Liquidating Trust Escrow Agreement.
The Trustees shall receive and hold all the Trust Property and shall from time
to time pay over to the Beneficiaries any cash which is received as the result
of the (a) collection of any Trust Income, and (b) any disposition of the Trust
Property (which cash proceeds shall constitute Trust Property). Such
distributions shall be made at least (a) once annually with respect to Trust
Property and (b) at the end of each fiscal quarter with respect to Trust Income,
in each case pro rata according to the Beneficiaries' respective Beneficial
Interest in the Trust, provided, however, that no distribution of Trust Property
shall be made to Beneficiaries without first satisfying or adequately providing
for (i) a reserve for all remaining Trust Liabilities, (ii) a reserve for the
reasonable expenses incurred or to be incurred by the Trustees, and (iii) a
reasonable reserve for payments to be paid to Missing Beneficiaries.

     Pursuant to Section 2.1 of the Liquidating Trust Escrow Agreement, the
Trustees shall give the Liquidating Trust Escrow Agent three business days prior
notice before making any distribution of Trust Property to the Stockholders, and
the


                                       8
<PAGE>

Trustee shall indicate to the Liquidating Trust Escrow Agent the pro rata
portion of the Trust Property to be so distributed.

     3.3.  No Payment to the Corporation. In no event shall the Trustees convey
to the Corporation any Trust Property or Trust Income.

     3.4  Requests for Funds Pursuant to the Liquidating Trust Escrow Agreement.
Pursuant to Section 2.2 of the Liquidating Trust Escrow Agreement, three
business days prior to the making of any payment in respect of any Trust
Liability pursuant to this Trust Agreement, the Liquidating Trustee shall
deliver a request (a "Liquidating Trustee Request") to the Liquidating Trust
Escrow Agent specifying the total amount of the payment to be made under this
Trust Agreement (and setting forth the calculations described below), requesting
reimbursement for a specified portion of such payment from the "Liquidating
Trust Escrow Fund" maintained pursuant to the Liquidating Trust Escrow Agreement
and certifying that such liability has become due and payable. The amount of
funds so requested shall be equal to (x) the total amount of the payment to be
made under this Trust Agreement multiplied by (y) a fraction, the numerator of
which equals the total amount of funds then on deposit in the Liquidating Trust
Escrow Fund (before making the requested payment) and the denominator of which
equals (1) the numerator plus (2) the amount of Trust Property then on deposit
(before making the required payment). Pursuant to Section 2.2 of the Liquidating
Trust Escrow Agreement, the Liquidating Trust Escrow


                                       9
<PAGE>

Agent shall provide the Trustees with any information requested by it for
the purposes of making the foregoing calculation. The Liquidating Trust Escrow
Agent shall promptly distribute to the Trustees from the Liquidating Trust
Escrow Fund the funds requested in any such validly made Liquidating Trustee
Request; provided that if insufficient assets remain in the Liquidating Trust
Escrow Fund to satisfy such request, the Liquidating Trust Escrow Agent shall
distribute all such remaining assets to the Trustees and the Liquidating Trustee
Request shall be deemed to be satisfied in full by such distribution.


                                  ARTICLE IV.

                             Authority of Trustees

     4.1.  Authority of Trustees. Among the other powers stated herein, in
connection with the administration of this Trust, the Trustees in their
fiduciary capacity may exercise the following powers, authority and discretion:

          (a) to hold legal title to any and all rights of the Beneficiaries in
     or arising from the sale of any Trust Property, and to receive and collect
     any and all payments due in connection with any such sales;

          (b) to receive, hold, maintain, grant, sell, exchange, convey,
     release, assign or otherwise transfer legal title to any Trust Property;

          (c) to execute and deliver, upon proper payment, partial and complete
     releases of any third-party obligations transferred to the Trust;


                                       10
<PAGE>

          (d) to protect and enforce the rights vested in the Trustees to the
     Trust Property by this Trust Agreement by any method deemed appropriate,
     including, without limitation, by judicial proceedings;

          (e) to take any steps necessary to establish clear title to any Trust
     Property;

          (f) to employ legal counsel, accountants, advisors, custodians and
     other agents in connection with the administration or termination of this
     Trust, to delegate to them any powers of the Trustees, and to pay out of
     the Trust Property to such legal counsel, accountants, advisors, custodians
     and other agents reasonable compensation for services rendered;

          (g) to file, if necessary, any and all tax returns in connection with
     the Trust created hereby and to pay any taxes properly payable by the
     Trust, if any, out of the Trust Property;

          (h) to select a fiscal year for the Trust;

          (i) to satisfy any and all liabilities of the Corporation which are
     not paid or otherwise discharged;

          (j) to continue to indemnify the officers, directors, employees and
     agents (including, without limitation, the Trustees hereunder) of the
     Corporation, as provided in its Certificate of Incorporation or By-Laws and
     the laws of the State of Delaware, and to obtain and maintain such
     insurance (the cost of such insurance to be deemed a Trust Liability


                                       11
<PAGE>

     for purposes of this Trust Agreement) covering the Corporation's
     obligations to indemnify as they, in their discretion deem necessary,
     desirable or appropriate;

          (k) to serve as the party designated to act for the Corporation and
     for and on behalf of the Stockholders under each of the Omnicom
     Indemnification Escrow Agreement and the Liquidating Trust Escrow
     Agreement, to make claims under each such agreement and to respond to the
     assertion of claims for indemnification under the Omnicom Indemnification
     Escrow Agreement;

          (l) to compromise, adjust, arbitrate, sue on or defend, abandon or
     otherwise deal with and settle claims in favor of or against this Trust as
     the Trustees shall deem best; and

          (m) to take any steps necessary to enforce the choice of law
     provisions set forth in Section 11.2 of this Trust Agreement.

     4.2.  Limitation of Trustees' Investment Authority. The Trustees shall not
engage in any income producing activity, except that the Trustees may keep the
Trust Property and the Trust Income invested in (a) obligations of, or
obligations which are guaranteed by, the United States of America, (b)
obligations issued or guaranteed by any instrumentality or agency of the United
States of America or the District of Columbia and (c) banker's acceptances of,
or certificates of deposit or prime commercial paper issued by, time deposits or
a money market


                                       12
<PAGE>

account with, any commercial bank having undivided capital and surplus
aggregating at least $100,000,000, in each case which have a maturity of 90 days
or less.

                                   ARTICLE V.

                                  The Trustees

     5.1.  Generally. The Trustees shall perform such duties, and only such
duties, as are specifically set forth in this Trust Agreement or are reasonably
implied for the administration of this Trust. All actions to be taken by the
Trustees shall be by the affirmative consent of a majority of the Trustees then
serving. A nonconcurring Trustee shall not be liable for any act or failure to
act of the other Trustees.

     5.2.  Liability of Trustees. No provision of this Trust Agreement shall be
construed to relieve the Trustees from liability for their own negligent
actions, their own negligent failure to act or their own fraud or willful
misconduct, except that:

          (a) the Trustees shall be liable only for the performance of such
     duties and obligations as are specifically set forth in this Trust
     Agreement; and

          (b) the Trustees shall not be liable for any error of judgment made in
     good faith, or with respect to any action taken or omitted to be taken in
     good faith, unless the Trustees were grossly negligent.

     5.3.  Reliance by Trustees. Except as otherwise provided in Section 5.2:


                                       13
<PAGE>

          (a) the Trustees may rely, and shall be protected in acting upon, any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, consent, order or other paper of document believed by them to be
     genuine and to have been signed or presented by the proper party or
     parties;

          (b) the Trustees may consult with legal counsel to be selected by
     them, and the Trustees shall not be liable for any action taken or omitted
     to be taken by them in accordance with the advice of such counsel; and

          (c) persons dealing with the Trustees shall look only to the Trust
     Property to satisfy any liability incurred by the Trustees to such person
     in carrying out the terms of this Trust, and the Trustees shall have no
     personal obligation to satisfy any such liability.

     5.4.  Safekeeping of Trust Assets. All moneys and other assets received by
the Trustees shall, until distributed or paid over as herein provided, be held
in trust for the benefit of the Beneficiaries, but need not be segregated from
other trust assets, unless and to the extent required by law and except that the
Trust Income shall be segregated pursuant to Section 1.1(c) hereof. The Trustees
shall be under no liability for interest or producing income on any moneys
received by them hereunder and held for distribution or payment to the
Beneficiaries, except as such interest shall actually be received by the
Trustees.


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<PAGE>

     5.5.  Expense Reimbursement and Compensation.The Trustees shall be entitled
to reimburse themselves out of the Trust Property and the Trust Income, against
and from any and all loss, liability, expense or damage which the Trustees may
sustain in good faith and without willful misconduct, gross negligence or fraud
in the exercise and performance of any of the powers and duties of the Trustees
under this Trust Agreement, and may receive reasonable compensation out of the
Trust Property and the Trust Income for serving as Trustees hereunder.

     5.6.  No Bond. The Trustees shall serve without bond.

     5.7.  Indemnification of Trustees. The Trustees shall be indemnified to the
maximum extent permissible by the laws of the State of Delaware to officers and
directors incorporated in that State, and may reimburse themselves out of the
Trust Property and the Trust Income, against and from any and all loss,
liability, expense or damage which the Trustees may sustain in good faith and
without willful misconduct, gross negligence or fraud in the exercise and
performance of any of the powers and duties of the Trustees under this Trust
Agreement.

                                  ARTICLE VI.

                               Successor Trustee

     6.1.  Specific Successors. In the event of the death, disability,
resignation or removal of Thomas Patty, or in the event he is otherwise unable
to service as a Trustee, _________ shall replace him as a successor Trustee. In
the event of the death, disability, resignation or removal of David C. Wiener,
or


                                       15
<PAGE>

if he is otherwise unable to serve as a Trustee, _____________
shall replace him as a successor Trustee.

     6.2.  Resignation and Removal. Any Trustee may resign by giving not less
than sixty days' prior written notice thereof to the remaining Trustee(s). Such
resignation shall become effective on the day specified in such notice or upon
the appointment of a successor and the acceptance by such successor of such
appointment, whichever is earlier. Any Trustee may be removed at any time, with
or without cause, by Beneficiaries having an aggregate Beneficial Interest of
more than 50 percent.

     6.3.  Appointment of Successor. Subject to the provisions of Section 6.1 in
the event of any vacancy in the office of Trustee, a successor Trustee shall be
appointed by Beneficiaries having an aggregate Beneficial Interest of more than
50 percent.

     6.4.  Acceptance of Appointment by Successor Trustee. Any successor Trustee
appointed hereunder shall execute an instrument accepting such appointment
hereunder and shall file such acceptance with the Trust records. Thereupon, such
successor Trustee shall, without any further act, become vested with all the
estates, properties, rights, powers, trusts and duties of his predecessor in the
Trust with the like effect as if originally named herein; provided, however,
that a retiring Trustee shall, nevertheless, when requested in writing by the
successor Trustee, execute and deliver an instrument or instruments conveying
and transferring to such successor Trustee


                                       16
<PAGE>

under the Trust all the estates,  properties,  rights, powers and trusts of such
predecessor Trustee.

                                  ARTICLE VII.

                            Reports to Beneficiaries

     7.1.  Reports to Beneficiaries.As soon as practicable after the end of each
calendar year, and upon termination of the Trust, the Trustees shall submit a
written report and account to the Beneficiaries showing (i) the assets and
liabilities of the Trust at the end of such calendar year or upon such
termination and the receipts and disbursements of the Trustees for such period,
(ii) any changes in the Trust Property or Trust Income not previously reported,
and (iii) any action taken by the Trustees in the performance of their duties
which materially affects the Trust. The Trustees may submit similar reports for
such interim periods as they deem advisable. In addition, as soon as practicable
after the close of each calendar year, the Trustees shall supply each
Beneficiary with a statement reflecting information which may be helpful in
determining the amount of taxable income from the Trust that the Beneficiary
should include in his Federal income tax return.


                                 ARTICLE VIII.

                              Termination of Trust

     8.1.  Termination of Trust. This Trust Agreement shall terminate upon the
later of (a) three years and six months from the date of this Trust Agreement or
upon the payment to the Beneficiaries of all of the Trust Property and Trust
Income,


                                       17
<PAGE>

whichever is earlier and (b) the termination of the Omnicom Indemnification
Escrow Agreement; provided, however, that Trust Property and Trust Income which
would otherwise be distributed to Missing Beneficiaries shall continue to be
held by the Trustees until each Missing Beneficiary is located and distribution
can be made to him, or until such earlier time as the Trustees, acting pursuant
to and in accordance with applicable law, shall distribute the Trust Property
and Trust Income theretofore held in trust for the Missing Beneficiaries;
provided further, however, that this Trust Agreement shall continue to exist for
a reasonable period beyond the date on which this Trust Agreement would
otherwise terminate for the limited purpose of discharging any Trust
Liabilities.

                                  ARTICLE IX.

                                   Amendment

     9.1.  Method of Amendment. The Beneficiaries shall have the right at any
time by vote of Beneficiaries having an aggregate Beneficial Interest of more
than 50 percent to alter, amend or revoke this Trust Agreement in whole or in
part, provided, however, that (i) any such alteration or amendment which shall
affect the duties of the Trustees hereunder shall not become effective until
consented to by each of the Trustees in writing, (ii) no such alteration or
amendment shall cause any of the Trust Property or the Trust Income to be
reconveyed to the Corporation, cause the Trustees to engage in any activity
other than that appropriate for liquidating trustees or prejudice the


                                       18
<PAGE>

rights of creditors of the Corporation and (iii) for so long as the Omnicom
Indemnification Escrow Agreement remains in effect, no such alteration or
amendment shall cause the Trustees (or any duly appointed successor) to cease in
its capacity as agent for the Stockholders under the Omnicom Indemnification
Escrow Agreement.

     9.2.  Effect of Revocation.In the case of revocation, the Trustees, as soon
as is practicable and in no event later than one (1) year from the date of their
receipt of written notice thereof, shall distribute all cash held in trust to
the Beneficiaries pro rata according to their respective Beneficial Interest and
distribute the rights to any other Trust Property and the Trust Income held by
the Trustees to the Beneficiaries by whatever means they shall deem appropriate,
and in this latter regard, reliance on opinion of counsel shall be full and
complete authorization and protection for any such action taken hereunder;
provided, however, that any Trust Property or the Trust Income which would
otherwise be distributable to Missing Beneficiaries shall continue to be held by
the Trustees until each such Missing Beneficiary is located and distribution can
be made to him, or until such earlier time as the Trustees acting pursuant to
and in accordance with applicable law shall distribute the Trust Property and
the Trust Income theretofore held in trust for such Missing Beneficiaries. In
the case of revocation, the Trustees shall be authorized to pay out of the Trust
Property and the Trust Income the reasonable costs, including attorneys' fees,
of


                                       19
<PAGE>

effecting the complete distribution of the Trust Property and the
Trust Income to the Beneficiaries.


                                   ARTICLE X.

                           Meetings of Beneficiaries

     10.1.  Purpose of Meetings. Meetings of Beneficiaries may be called at any
time and from time to time pursuant to the provisions of this Article X for the
purpose of taking any action which Beneficiaries are required or permitted to
take under the terms of this Agreement or applicable law.

     10.2.  Meetings Called by Trustees. The Trustees may at any time call a
meeting of the Beneficiaries to be held at such time and at such place as the
Trustees shall determine. Notice of any meeting of the Beneficiaries shall be
given by the Trustees (or by the Beneficiaries in the event the Trustees shall
fail to give notice after a request by the Beneficiaries pursuant to Section
10.3). Such notice shall set forth the time and place of the meeting and in
general terms the action to be proposed at the meeting, and shall be mailed not
more than 60 nor less than 10 days before the meeting is to be held to all of
the Beneficiaries as of a record date not more than 60 days before the date of
the meeting.

     10.3.  Meetings Called on Request of Beneficiaries. Within 30 days after
request to the Trustees by Beneficiaries having an aggregate Beneficial Interest
of at least 25 percent to call a meeting of all of the Beneficiaries, which
request shall specify in reasonable detail the action to be proposed, the


                                       20
<PAGE>

Trustees shall call a meeting of the Beneficiaries pursuant to Section
10.2. If the Trustees fail to call such meeting within such 30-day period, such
meeting may be noticed by Beneficiaries having an aggregate Beneficial Interest
of at least 25 percent, or by their designated representative.

     10.4.  Persons Entitled to Vote at Meetings of Beneficiaries. Each
Beneficiary as of the record date shall be entitled to vote at a meeting of the
Beneficiaries, either in person or by his proxy duly authorized in writing. The
signature of the Beneficiary on such written authorization need not be witnessed
or notarized.

     10.5.  Quorum. At any meeting of Beneficiaries, the presence of
Beneficiaries having an aggregate Beneficial Interest of at least 50 percent of
the aggregate Beneficial Interest of all Beneficiaries shall be necessary to
constitute a quorum. If less than a quorum is present, Beneficiaries having an
aggregate Beneficial Interest of more than 50 percent of the aggregate
Beneficial Interest of all Beneficiaries represented at the meeting may adjourn
such meeting with the same effect and for all intents and purposes as though a
quorum had been present.

     10.6.  Adjournment of Meetings. Any meeting of Beneficiaries may be
adjourned from time to time and a meeting may be held at such adjourned time and
place without further notice.

     10.7.  Conduct of Meetings. The Trustees shall appoint a Chairperson and a
Secretary of the meeting. The vote upon any


                                       21
<PAGE>

resolution submitted to any meeting of Beneficiaries shall be by written
ballot. Two Inspectors of Votes, appointed by the Chairperson of the Meeting,
shall count all votes cast at the meeting for or against any resolution and
shall make and file with the Secretary of the meeting their verified written
report.

     10.8.  Record of Meetings. A record of the proceedings of each meeting of
Beneficiaries shall be prepared by the Secretary of the meeting. The record
shall be signed and verified by the Secretary of the meeting and shall be
delivered to the Trustees to be preserved by them. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.


                                  ARTICLE XI.

                            Miscellaneous Provisions

     11.1.  Intention of Parties to Establish Trust. This Trust Agreement is not
intended to create, and shall not be interpreted as creating, an association,
partnership or joint venture of any kind. It is intended as a trust to be
governed and construed in all respects as a trust.

     11.2.  Laws as to Construction. This Trust Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware.

     11.3.  Separability. In the event any provision of this Trust Agreement or
the application thereof to any person or circumstances shall be finally
determined by a court of proper jurisdiction to be invalid or unenforceable to
any extent, the


                                       22
<PAGE>

remainder of this Trust Agreement, or the application of such provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each provision of this Trust
Agreement shall be valid and enforced to the fullest extent permitted by law.

     11.4. Notices. Any notice or other communication hereunder shall be deemed
to have been sufficiently given, for all purposes, if deposited, postage
prepaid, in a post office or letter box addressed to the person for whom such
notice is intended at his address last known to the person giving such notice.


                                       23
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have either executed and
acknowledged this Trust Agreement, or caused it to be executed and acknowledged
on their behalf by their duly authorized officers, all as of the date first
above written.

                                       CHIAT/DAY HOLDINGS, INC.
                                         on behalf of its stockholders

                                       By:  ______________________________


                                            ------------------------------
                                               Thomas Patty, as Trustee


                                            ------------------------------
                                               David C. Wiener, as Trustee



                                       24
<PAGE>

STATE OF NEW YORK                   )
                                    )ss.:
COUNTY OF NEW YORK                  )

     On the __th day of _________, 1995 before me personally came ___________ to
me known, who, being by me duly sworn, did depose and say that he resides at
________________, ________, ________; that he is the _________ of Chiat/Day
Holdings, Inc., the corporation described in and which executed the above
instrument; and that he signed his name thereto by order to the board of
directors of said corporation.


                                             ------------------------------
                                             Notary Public




STATE OF NEW YORK                   )
                                    )ss.:
COUNTY OF NEW YORK                  )

     On the __th day of _________, 1995 before me personally came Thomas Patty
and David C. Wiener, respectively, to me known, and known to me to be the
persons described in and who executed the foregoing instrument, and they
acknowledged to me that they executed the same.



                                             ------------------------------
                                             Notary Public


                                       25
<PAGE>

                                                                      SCHEDULE A

                                 TRUST PROPERTY



                                       26
<PAGE>


                                                                      SCHEDULE B

                                STOCKHOLDER LIST




                                       27
