
                       LIQUIDATING TRUST ESCROW AGREEMENT


     LIQUIDATING TRUST ESCROW AGREEMENT, dated ____________, 1995 (the "Escrow
Agreement"), among CHIAT/DAY INC. ADVERTISING, a Delaware corporation
("Advertising"); CHIAT/DAY HOLDINGS, INC., a Delaware corporation ("Holdings");
and David C. Wiener, as Escrow Agent (the "Escrow Agent").

                                  INTRODUCTION

     A. Advertising, Holdings, TBWA International Inc. (the "Purchaser") and
Omnicom Group Inc., a New York corporation ("Omnicom") are parties to a certain
Asset Purchase Agreement dated May 11, 1995 (the "Purchase Agreement"), pursuant
to which the Purchaser acquired the assets and liabilities and the ongoing
businesses of Advertising and Holdings. Pursuant to the Purchase Agreement,
Holdings, Advertising and the Purchaser have entered into an escrow agreement of
even date herewith (the "Omnicom Indemnification Escrow Agreement") to secure
the Purchaser against certain Losses (as more fully set forth in the Purchase
Agreement). There will be created pursuant to the Omnicom Indemnification Escrow
Agreement a "General Escrow Fund" which will consist of two separate and
segregated sub-accounts, the "Stockholders General Escrow Fund" and the
"Rightsholders General Escrow Fund", and a "Special Escrow Fund" which will
consist of two separate and segregated sub-accounts, the "Stockholders Special
Escrow Fund" and the "Rightsholders Special Escrow Fund". The Stockholders
General Escrow Fund and the Stockholders Special Escrow Fund will contain
deposits designated for such account made by or on behalf of the Stockholders.
The Rightsholders General Escrow Fund and the Rightsholders Special Escrow Fund
will contain deposits designated for such account made by or on behalf of the
Rightsholders (as defined below). Terms defined in the Purchase Agreement that
are not otherwise defined herein are used herein with the meanings ascribed to
them therein.

     B. The Purchase Agreement provides that Holdings will liquidate and
dissolve and that, in the course of its expeditious and orderly winding up
process, Holdings shall cause to be created a liquidating trust (hereinafter,
the "Liquidating Trust" and the trustee or trustees thereof, the "Liquidating
Trustee") to act as the representative for Holdings and the Stockholders.

     C. There will also be created, pursuant to this Escrow Agreement, a
"Liquidating Trust Escrow Fund" which shall be available solely to fund and
secure obligations of holders of EARs and EPUs (collectively, the
"Rightsholders") to reimburse the Liquidating Trust for payments made by it in
respect of contingent or other liabilities of Holdings and Advertising, all in
accordance with this Escrow Agreement. The Liquidating Trust Escrow Fund will
contain deposits designated for such fund made by or on behalf of the
Rightsholders pursuant to Section 2.7 of


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the Purchase Agreement. The Liquidating Trust Escrow Fund is expressly not
intended to fund or secure the indemnification obligations of Holdings to the
Purchaser or any other Indemnified Party described in Section 11.2 of the
Purchase Agreement and none of Omnicom, the Purchaser or any other Indemnified
Party shall have any recourse to the Liquidating Trust Escrow Fund or the
Liquidating Trust Escrow Income (as defined below) for any purpose whatsoever.

     D. The Purchase Agreement provides that Advertising shall distribute to the
Rightsholders pro rata in accordance with their interests, the shares of Omnicom
Common Stock, par value $.50 per share ("Omnicom Stock"), received by it
pursuant to the Purchase Agreement, less the shares of Omnicom Stock to be
transferred by Advertising to the General Escrow Fund and the Special Escrow
Fund (pursuant to the Omnicom Indemnification Escrow Agreement) and the
Liquidating Trust Escrow Fund created hereby on behalf of such Rightsholders.
Advertising and the Rightsholders have designated the Escrow Agent (such
designation by Advertising, for itself and on behalf of the Rightsholders, being
made by its execution of this Agreement), as their collective agent in
connection with the administration of this Escrow Agreement, including without
limitation to amend, cancel or extend, or waive the terms of this Escrow
Agreement; to respond to the assertion of any and all claims for indemnification
from the Liquidating Trust Escrow Fund by the Liquidating Trust pursuant to the
terms of this Escrow Agreement and the provisions of the Purchase Agreement, if
any, pertaining thereto; and to receive on their behalf the distributions, if
any, that would otherwise be due to them upon the distribution of all or a
portion of the Liquidating Trust Escrow Fund and Liquidating Trust Escrow Income
as herein provided.

     E. References herein to Holdings as to a time following the creation and
funding of the Liquidating Trust shall be deemed to refer to the Liquidating
Trust and/or the Liquidating Trustee, as the context so requires.

     Accordingly, the parties hereby agree as follows:

I.   ESCROW AGENT; ESCROW FUND

     1.1. Escrow Agent. Holdings, on behalf of itself and the Stockholders, and
Advertising, on behalf of itself and the Rightsholders, hereby appoint
_________________ as, and ________________ hereby accepts such appointment and
agrees to perform the duties of, Escrow Agent under this Escrow Agreement.

     1.2. Escrow Fund. The Escrow Agent shall establish and maintain the
Liquidating Trust Escrow Fund. The Liquidating Trust Escrow Fund shall be held
by the Escrow Agent and shall be dealt with by the Escrow Agent in accordance
with the terms and conditions of this Escrow Agreement. This Escrow Agreement
shall terminate at such time as the entirety of the Liquidating Trust

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Escrow Fund shall have been distributed by the Escrow Agent in accordance with
the terms of this Escrow Agreement.

     1.3. Deposits Into Liquidating Trust Escrow Fund; Sale of Omnicom Stock;
Rightsholders List. (a) Advertising shall deposit (or cause to be deposited) on
the Distribution Date (as defined in the Purchase Agreement) into the
Liquidating Trust Escrow Fund on behalf of the Rightsholders, certificates
registered in the name of the Liquidating Trust Escrow Agent representing
_______ shares of Omnicom Stock, together with stock powers duly executed in
blank in respect of such certificates.

     (b) The Escrow Agent is hereby authorized and directed, as soon as is
commercially practicable after deposit of any Omnicom Stock into the Liquidating
Trust Escrow Fund, whether such deposit is made pursuant to this Section 1.3 or
pursuant to distributions of Omnicom Stock to the Escrow Agent, on behalf of the
Rightsholders, pursuant to the Omnicom Indemnification Escrow Agreement or
otherwise, to sell such Omnicom Stock and to retain the cash proceeds of such
sale, net of reasonable and customary brokers fees and other costs and expenses
of such sale, in the Liquidating Trust Escrow Fund for application in accordance
with this Escrow Agreement. The Escrow Agent is hereby authorized and directed
to liquidate any other type of property received for deposit in the Liquidating
Trust Escrow Fund in such manner as it deems appropriate and to retain the cash
proceeds of such sale, net of reasonable costs and expenses of such sale, in the
Liquidating Trust Escrow Fund for application in accordance with this Escrow
Agreement.

     (c) Holdings and Advertising shall provide, and the Escrow Agent, in its
capacity as agent for the Rightsholders and for purposes of effecting
distributions hereunder, shall maintain, a list of Rightsholders reflecting the
pro rata interest of each such Rightsholder in the Liquidating Trust Escrow Fund
and the Liquidating Trust Escrow Income.

     1.4. Liquidating Trust Escrow Income. Subject to the further provisions of
this Escrow Agreement, the Escrow Agent shall from time to time invest and
reinvest part or all cash amounts on deposit in the Liquidating Trust Escrow
Fund, and all earnings on such investments, in one or more Permitted Investments
(the earnings on such investments, the "Liquidating Trust Escrow Income") and
the Escrow Agent shall distribute any such Liquidating Trust Escrow Income to
the Rightsholders at the end of each fiscal quarter to the Rightsholders pro
rata in accordance with their respective interests. The Liquidating Trust Escrow
Income shall include any cash and other taxable dividends paid to the Escrow
Agent, on behalf of the Rightsholders, in respect of Omnicom Stock on deposit in
the Rightsholders General Escrow Fund or the Rightsholders Special Escrow Fund.


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     1.5. Permitted Investments. "Permitted Investments" means: (i) obligations
of, or obligations which are guaranteed by, the United States of America, (ii)
obligations issued or guaranteed by any instrumentality or agency of the United
States of America or the District of Columbia and (iii) banker's acceptances of,
or certificates of deposit or prime commercial paper issued by, time deposits or
a money market 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.

II.  DISTRIBUTIONS FROM LIQUIDATING TRUST ESCROW FUND

     2.1. Distributions Upon Liquidating Trust Distribution. The Liquidating
Trustee shall give three business days prior notice to the Escrow Agent of the
making of any distribution of the corpus of the trust ("Trust Property") to the
Stockholders under Section 3.2 of the Liquidating Trust Agreement dated as of
_________, 1995, between Holdings and the Liquidating Trustee (the "Liquidating
Trust Agreement"), and shall indicate the pro rata portion of the Trust Property
being so distributed. As soon as practicable after receipt of such notice, the
Escrow Agent shall distribute to the Rightsholders from funds on deposit in the
Liquidating Trust Escrow Fund, pro rata in accordance with their interests, the
same percentage of the Liquidating Trust Escrow Fund as is being distributed to
the Stockholders from the Liquidating Trust.

     2.2. Distributions Upon Liquidating Trustee Request. three business days
prior to the making of any payment in respect of contingent or other liabilities
under the Liquidating Trust Agreement, the Liquidating Trustee shall deliver a
request (a "Liquidating Trustee Request") to the Escrow Agent specifying the
total amount of the payment to be made under the Liquidating Trust Agreement
(and setting forth the calculations described below), requesting reimbursement
for a specified portion of such payment from the Liquidating Trust Escrow Fund
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 the Liquidating 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). The Escrow Agent
shall provide the Liquidating Trustee with any information requested by it for
the purposes of making the foregoing calculation. The Escrow Agent shall
promptly distribute to the Liquidating Trustee from the Liquidating Trust Escrow
Fund the funds requested in any such validly made Liquidating Trustee Request;
provided that if insufficient funds remain in the Liquidating Trust Escrow Fund
to satisfy such request, the Escrow Agent shall distribute all such remaining
funds to the Liquidating Trustee and the Liquidating Trustee

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Request shall be deemed to be satisfied in full by such distribution.

     2.3. Distribution Upon Liquidating Trust Final Distribution. Upon the final
distribution by the Liquidating Trustee of Trust Property to the Stockholders
pursuant to the Liquidating Trust Agreement (whether upon termination of the
Liquidating Trust or otherwise), the Escrow Agent shall distribute to the
Rightsholders, pro rata in accordance with their interests, all funds then
remaining on deposit in the Liquidating Trust Escrow Fund and the Liquidating
Trust Escrow Income.

     2.4. No Transfer of Escrowed Funds. While any funds remain on deposit in
the Liquidating Trust Escrow Fund, no Rightsholder will transfer, sell, pledge,
create a security interest in or otherwise dispose of their rights to any
distributions with respect to the Liquidating Trust Escrow Funds or the
Liquidating Trust Escrow Income, except by will, the laws of intestacy or by
other operation of law.

     2.5. No Certificates. The rights of Rightsholders in to and under the
Liquidating Trust Escrow Fund and the Liquidating Trust Escrow Income shall not
be represented by any form of certificate or instrument.

     2.6. Limitation to Liquidating Trust Escrow Fund; No Recourse. If the
amount of any claim made pursuant to a Liquidating Trustee Request exceeds the
value at such time of the Liquidating Trust Escrow Fund then such claim shall be
deemed to be satisfied on the release by the Escrow Agent to the Liquidating
Trustee of all funds then remaining in the Liquidating Trust Escrow Fund.
Anything contained in this Escrow Agreement to the contrary notwithstanding,
none of the Liquidating Trustee, the Liquidating Trust and the Stockholders
shall have any recourse for the payment of any losses or claims of any kind
whatsoever against the Rightsholders or their respective affiliates, nor shall
any of such persons be personally liable for any such amounts, it being
expressly understood that the sole remedy of the Liquidating Trustee, the
Liquidating Trust and the Stockholders for losses or claims shall be against the
Liquidating Trust Escrow Fund in accordance with this Escrow Agreement.


III. SECURITY INTEREST.

     (a) Advertising on behalf of itself and the Rightsholders hereby grants to
Holdings on behalf of itself and the Stockholders a first priority perfected
security interest in the Liquidating Trust Escrow Fund to secure the performance
of the contingent obligations and indemnification obligations of the
Rightsholders under this Escrow Agreement. The Escrow Agreement shall constitute
a security agreement under applicable law.

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     (b) The parties agree that this security interest shall attach as of the
execution of this Escrow Agreement. The parties agree that, for the purpose of
perfecting the Holdings' security interest in the above designated Liquidating
Trust Escrow Fund held by the Escrow Agent pursuant to this Escrow Agreement,
Holdings designates the Escrow Agent to acquire and maintain possession of the
Liquidating Trust Escrow Fund and act as bailee for the Holdings with notice of
the Holdings' security interest in said property under the Uniform Commercial
Code and that possession of the Liquidating Trust Escrow Fund by the Escrow
Agent acknowledges that it holds the Liquidating Trust Escrow Fund for Holdings
for purposes of perfecting the security interest. Advertising and the
Rightsholders, and the Escrow Agent shall take all other actions requested by
Holdings to maintain the perfection and priority of the security interest in the
Liquidating Trust Escrow Fund; provided that the Escrow Agent does not make any
representation or warranty with regard to the creation or perfection, hereunder
or otherwise, of any such security interest, and shall have no responsibility at
any time to ascertain whether or not any security interest exists.

     (c) Holdings shall release the security interest herein granted and the
security interest shall be terminated to the extent of any disbursement of the
Liquidating Trust Escrow Fund hereunder by the Escrow Agent in accordance with
the terms of this Escrow Agreement. Upon final disbursement of the Liquidating
Trust Escrow Fund to the Liquidating Trustee, the Liquidating Trustee shall do
all acts and things reasonably necessary to release and extinguish such security
interest. Advertising on behalf of itself and the Rightsholders, and Holdings on
behalf of itself and the Stockholders, hereby specifically agree that the grant
of this security interest pursuant to this Article III shall not in any way
modify the procedures the parties hereto must follow with respect to the release
of funds from the Liquidating Trust Escrow Fund.

IV.  ESCROW AGENT'S DUTIES AND FEES

     4.1. Duties Limited. The Escrow Agent undertakes to perform only such
duties as are expressly set forth herein. The Escrow Agent shall not be bound
by, or have any responsibility with respect to, any other agreement between any
of the parties (other than an agreement to which the Escrow Agent is a party).
The Escrow Agent shall have no duty or responsibility with regard to any loss or
resulting from the investment, reinvestment, sale or liquidation of the
Liquidating Trust Escrow Fund or Liquidating Trust Escrow Income in accordance
with the terms of this Agreement. The Escrow Agent need not maintain insurance
with respect to the Liquidating Trust Escrow Fund or Liquidating Trust Escrow
Income.

     4.2. Reliance. The Escrow Agent, acting (or refraining from acting) in
good faith, shall not be liable for any mistake of fact or error of judgment
by it or for any acts or omissions

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by it of any kind unless caused by gross negligence or willful misconduct, and
the Escrow Agent may rely, and shall be protected in acting or refraining from
acting, upon any written notice, instruction or request furnished to it
hereunder and believed by it to be genuine and to have been signed or presented
by the proper party or parties; provided that, as set forth below, modification
of this Escrow Agreement shall be signed by all of the parties hereto. The
Escrow Agent is hereby authorized to comply with any judicial order or legal
process which stays, enjoins, directs or otherwise affects the transfer or
delivery of any part of the Liquidating Trust Escrow Fund or Liquidating Trust
Escrow Income or any party hereto and shall incur no liability for any delay or
loss which may occur as a result of such compliance.

     4.3. Good Faith. Advertising on behalf of itself and the Rightsholders, and
Holdings on behalf of itself and the Stockholders, hereby agree to indemnify the
Escrow Agent for, and to hold it harmless against, any loss, liability, expense
(including reasonable attorneys' fees and expenses), third party claim and
demand, incurred by it without gross negligence or bad faith on its part,
arising out of or in connection with its entering into this Escrow Agreement and
the carrying out of its duties hereunder. The Escrow Agent may consult with
counsel of its own choice, and shall have full and complete authorization and
protection for any action taken or suffered by it hereunder in good faith and in
accordance with the opinion of such counsel. The foregoing indemnification shall
survive the resignation of the Escrow Agent or the termination of this Escrow
Agreement.

     4.4. Successor Escrow Agents. The Escrow Agent may resign and be discharged
from its duties or obligations hereunder at any time by giving 30 days' notice
in writing of such resignation to Holdings and Advertising. Holdings and
Advertising, together, shall have the right to terminate the appointment of the
Escrow Agent hereunder by giving to it notice in writing of such termination
specifying the date upon which such termination shall take effect. In either
such event, Holdings and Advertising hereby agree to promptly appoint a
successor escrow agent; if Holdings and Advertising are unable to appoint a
successor Escrow Agent within 25 days after the Escrow Agent's notice of
resignation, the Escrow Agent may petition a court of competent jurisdiction to
appoint a successor. The parties hereto agree that, upon demand of such
successor escrow agent, all property in the Liquidating Trust Escrow Fund and
the Liquidating Trust Escrow Income shall be turned over and delivered to such
successor escrow agent, which thereupon shall become bound by all of the
provisions hereof.

     4.5. Fees and Expenses. The parties agree to pay on an equal basis to the
Escrow Agent reasonable compensation for the services to be rendered by it
hereunder and to pay to or reimburse the Escrow Agent for all reasonable
expenses, disbursements and advances (including reasonable attorneys' fees)

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incurred or made by it in connection with the carrying out of its duties
hereunder. Advertising on behalf of itself and the Rightsholders, and Holdings
on behalf of itself and the Stockholders, agree that the Escrow Agent may deduct
any unpaid fees from the Liquidating Trust Escrow Fund and the Liquidating Trust
Escrow Income prior to the Escrow Agent's distributing any assets in connection
with the termination of the Liquidating Trust Escrow Fund. As security for such
fees and expenses of the Escrow Agent and any and all such losses, liabilities,
expenses and claims incurred by the Escrow Agent in connection with its
acceptance of appointment hereunder, and with performance of the agreements
herein contained, the Escrow Agent is hereby given a lien upon all assets held
by the Escrow Agent hereunder, which lien shall be prior to all other liens upon
or claims against such assets.

     4.6. Taxes. To the extent required by applicable law, the Escrow Agent
agrees to file tax returns on behalf of the Liquidating Trust Escrow Fund, and
pay taxes on the Liquidating Trust Escrow Income, on the basis that the
Liquidating Trust Escrow Fund is a trust that is not a grantor trust. Any such
taxes shall be paid out of the Liquidating Trust Escrow Fund and the Liquidating
Trust Escrow Income. The Escrow Agent shall also file and deliver all
appropriate information returns with respect to the Liquidating Trust Escrow
Income and the payment of such taxes. The Escrow Agent shall make no
disbursement from Liquidating Trust Escrow Fund that would cause the balance of
the Liquidating Trust Escrow Fund to be less than the aggregate taxes due or to
become due on the Liquidating Trust Escrow Income.

V.   WAIVERS

     This Escrow Agreement may be amended, superseded or canceled, and any of
the terms or conditions hereof may be waived, only by a written instrument
executed by the parties hereto or, in the case of a waiver, by the party waiving
compliance (or his agent). The failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect the right
of such party at a later time to enforce the same. No waiver of any nature,
whether by conduct or otherwise in any one or more instances, of any provision
hereof, shall be deemed to be, or construed as, a further or continuing waiver
of any such provision or of another provision hereof.

VI.  NOTICES

     Any notice or other communication required or which may be given hereunder
(including without limitation the delivery of funds to any Person out of the
Liquidating Trust Escrow Fund) shall be in writing and either delivered
personally or mailed by certified or registered mail, postage prepaid, or sent
by facsimile transmission, and shall be deemed given when so delivered
personally, mailed or sent by facsimile, as follows:


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                  If to Advertising or Holdings, to Holdings at:

                  Chiat/Day Holdings, Inc.
                  180 Maiden Lane
                  New York, New York 10038
                  Attention:  Chief Financial Officer
                  Fax No.: (212-804-1200)

                  (or following the dissolution of
                  Holdings to the Liquidating
                  Trustee at such address as
                  Holdings shall provide to the
                  Escrow Agent)

                  with a copy to:

                  Simpson Thacher & Bartlett
                  425 Lexington Avenue
                  New York, New York 10017
                  Attention:  James Cotter, Esq.
                  Fax No.:  212-455-2502

                  If to the Escrow Agent, to

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Any party may change the persons and addresses to which notices, payments,
instructions or other communications are to be sent to such party by giving
written notice of any such change in the manner provided herein for giving
notice. Notices sent by facsimile transmission shall be confirmed in writing by
registered or certified mail, return receipt requested.

VII. GOVERNING LAW

     This Escrow Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York applicable to agreements made and to be
performed entirely within such State.


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VIII. NO ASSIGNMENT

     This Escrow Agreement shall be binding upon, and inure to the benefit of,
the successors and assigns of Holdings, Advertising and the Escrow Agent, but,
except for as otherwise provided or permitted in this Escrow Agreement, no
delegation of any obligations provided for herein may be made by any party
hereto without the express written consent of the other parties hereto, except
for the provisions of Section 4.4 hereof respecting successor escrow agents.

IX.  SECTION HEADINGS

     The section headings contained in this Escrow Agreement are inserted for
convenience of reference only, and shall not affect the meaning or
interpretation of this Escrow Agreement.



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     WITNESS the execution of this Escrow Agreement as of the date first above
written.


                                                    CHIAT/DAY HOLDINGS, INC.


                                                    By: ________________________



                                                    CHIAT/DAY INC. ADVERTISING


                                                    By: ________________________



                                                     [Escrow Agent]


                                                    By: ________________________


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