<PAGE>

                                                                   EXHIBIT 10.12


January 22, 1999


Chairman of the Board
Leo Burnett Company, Inc.
35 West Wacker Drive, 22nd Floor
Chicago, Illinois 60601

Dear Chairman:

In consideration for my election to the Board of Directors of Leo Burnett
Company, Inc. (the "Company"), or my continuing service on said Board, I hereby
agree to be bound by the terms of the Executive Employment Consultancy
Arrangement (the "Arrangement"), a copy of which is attached hereto, and the
Executive Employment Consultancy Arrangement Employment Agreement, a draft copy
of which is attached hereto. I acknowledge that I have received a copy of the
Arrangement and had an opportunity to review the Arrangement. I further
acknowledge that I understand the purposes of the Arrangement and agree that it
is in the best interests of the Company that I retire from the Board in
accordance with the terms of the Arrangement.

I further acknowledge and agree that my agreement to participate in the
Arrangement is an essential and material condition of my election to the Board
of Directors, and that without such participation I would not be elected to the
Board of Directors.

In further consideration for my receipt of the benefits of serving on the Board
and the benefits of the Arrangement, I agree not to institute, directly or
indirectly, or in any manner aid in, except as may be required pursuant to legal
process, any action or proceeding of any kind against the Company arising out of
or related to the Arrangement, excepting an action for breach of the Arrangement
by the Company or for its failure to provide vested benefits to which I am
legally entitled, if any. I further agree to release and forever discharge the
Company, its successors and assigns and its past and present officers,
directors, and employees from any and all claims arising out of my employment,
my agreement to accept the Arrangement and my retirement pursuant to that
Arrangement, including but not limited to any and all claims under any federal,
state or local discrimination laws or ordinances, such as the Age Discrimination
in Employment Act of 1967, as amended (including as amended by the Older Workers
Benefit Protection Act), 29 U.S.C. ss.793 et seq.

This Arrangement and attendant release is given knowingly and voluntarily and I
acknowledge that (1) this release is written in a manner understood by me; (2)
this release refers to rights under the Age Discrimination in Employment Act, as
amended; (3) I have not waived any rights arising after the date hereof; (4)I
have received valuable consideration from the Arrangement in exchange for the
release other than amounts I am already entitled to receive; and (5) I have been
advised to consult with an attorney prior to releasing any rights hereunder.



                                                                         3/19/93
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                                     - 2 -


I have had 21 days to consider whether to consent to the above release.
Moreover, I understand that I have 7 days from the date hereof to revoke my
consent to the above release.

The Company and I expressly consent that this Arrangement shall be given full
force and effect according to each and all of its terms and provisions.

                                                      Very truly yours,


                                                      /s/ Christian E. Kimball

                                                      Christian E. Kimball



                                                                         3/19/93
<PAGE>

                           LEO BURNETT COMPANY, INC.
                           -------------------------
                       Executive Employment Consultancy
                       --------------------------------
                                  Arrangement
                                  -----------
                              As of June 20, 1997
                              -------------------


Statement of Objectives
-----------------------

        Whereas, this Board does hereby acknowledge that it is in the best
        -------
        interests of the Company to maintain a planned and orderly succession of
        top management; and

        Whereas, this Board also recognizes that, in order for any program of
        -------
        succession to be efficient, the program must be accepted by and start
        with those in the top echelons of management; namely, the Board of
        Directors.

        Now, therefore, to compensate members of the Board for the impact of the
        --------------
        implementation of an orderly succession of management, an Executive
        Employment Consultancy Arrangement (the "Arrangement") is hereby
        established with the following terms and conditions:

        1.      Agreement: It is hereby agreed that each member of the Board of
                ---------
                Directors of Leo Burnett Company, Inc., upon no later than the
                commencement of payments under the Arrangement or as of the
                first day of the month following such Board member's 57th
                birthday, shall cease to be a member of the Company's Board of
                Directors and no longer hold any Corporate or Divisional office,
                however, employee status shall continue during the term of the
                Arrangement.

        2.      Exceptions: It is further agreed that the only exceptions to
                ----------
                this Arrangement shall be those as agreed to in a written action
                of the Executive Committee, except for the authority given to
                the Chief Executive Officer to grant exemptions under Sections
                11 and 13.

        3.      Individuals Affected: Individuals who have been members of the
                --------------------
                Board of Directors of the Company at least sixty months on or
                prior to the Commencement Date.

        4.      Implementation:
                --------------

                A.   No later than seven months prior to an Individual's 57th
                     birthday, he will be informed of amounts he will receive on
                     his leaving the Board at age 57;

                B.   At any time prior to the seven months notice in (A) above,
                     the Individual shall initiate participation in the
                     Arrangement by contacting the Chief Executive Officer and
                     the Chairman of the Board in writing:

                     1.        no earlier than twelve months prior to the
                               Individual's 55th birthday; and
<PAGE>

                                     - 2 -



                      2.   at least six months, but no earlier than twelve
                           months, prior to the Commencement Date.

5.      Commencement Date: May be designated by the Individual as the last day
        -----------------
        of any calendar quarter after the Individual's 55th birthday, but not
        later than the end of the month in which the Individual's 57th
        birthday occurs.

6.      Compensation: 1st through 5th year following Commencement Date, annual
        ------------
        compensation is equal to 30% of the following amount:

        (a)  base salary earned by the Individual in the calendar year prior
             to the Commencement Date; plus

        (b)  the greater of (i) the bonus earned by the Individual in the
             calendar year prior to the Commencement Date, or (ii) one-half of
             the combined sum of the bonus earned by the Individual in the two
             calendar years prior to the Commencement Date. The term "bonus"
             as used herein is defined solely as the profit participation
             bonus, excluding any incentive bonus, performance bonus, or
             similar payments.

7.      Employee Benefits: As an employee, the Individual shall be entitled
        -----------------
        during the term of the Arrangement (1st through 5th year) to participate
        in such employee benefit plans as the Company may offer to all other
        executive or similarly situated employees, except for the Supplemental
        Income and Long-Term Disability Programs and the Star Reachers
        Compensation Plan, in which participation shall cease upon the
        Commencement Date.

8.      Stock Ownership: On or before the Commencement Date, the Individual
        ---------------
        shall sell all common stock and/or beneficial interest in common stock
        represented by Voting Trust Certificates of the Leo Burnett Company,
        Inc. Voting Trust and/or Voting Trust Certificates of the Leo Burnett
        Worldwide, Inc. Voting Trust held in the Individual's name (and/or
        Trusts established by the Individual).

9.      In the Event of Death: If the Individual dies at any time after the
        ---------------------
        Individual's request to participate in the Arrangement has been
        submitted to and accepted by the Chairman of the Board, or at any time
        during the 1st through 5th year, any unpaid compensation shall be paid
        to the Individual's estate according to the payment schedule previously
        established or at such earlier time or times as the Company may
        determine.

10.     In the Event of Disability: If the Individual becomes disabled after the
        --------------------------
        Individual's request to participate in the Arrangement has been
        submitted to and accepted by the

                                                                         6/20/97
<PAGE>

                                     - 3 -


       Chairman of the Board, or at any time during the 1st through 5th year,
       any unpaid compensation shall continue to be paid as if such disability
       had not occurred.

 11.   Covenant Not to Compete: During the term of the Arrangement, the
       -----------------------
       Individual covenants and agrees that he or she will not:

       (a)    Directly or indirectly, own, manage, operate, control, be employed
              by or be connected with the ownership, management, operation or
              control of:

              (1)  Any advertising agency (or holding company or subsidiary
                   thereof) other than the Company;

              (2)  Any client of the Company or of the Company's subsidiaries
                   or affiliates; or

              (3)  Any company or other entity selling products that compete
                   with products of clients of the Company or of the Company's
                   subsidiaries or affiliates;

              unless the Chief Executive Officer of the Company shall have given
              prior written consent upon such terms as he shall deem
              appropriate.

       (b)    Directly or indirectly, for the Individual's own benefit or for
              the benefit of any other person, firm or corporation:

              (1)  Solicit, for purposes of employment, either any employee of
                   the Company or its subsidiaries or affiliates or any
                   employee of any client of the Company or the Company's
                   subsidiaries or affiliates;

              (2)  Induce either any employee of the Company or its
                   subsidiaries or affiliates or any employee of any client of
                   the Company or the Company's subsidiaries or affiliates to
                   terminate such employment for purposes of becoming employed
                   elsewhere;

              (3)  Interfere with the relationship either between the Company
                   or its subsidiaries or affiliates and its employees or
                   between any client of the Company or of the Company's
                   subsidiaries or affiliates and its employees; or

              (4)  Otherwise hire or induce others to hire either any employee
                   of the Company or its subsidiaries or affiliates or of any
                   client of the Company or of the Company's subsidiaries or
                   affiliates;


                                                                         6/20/97
<PAGE>

                                      -4-


          unless the Chief Executive Officer of the Company shall have given
          prior written consent upon such terms as he shall deem appropriate.

     (c)  The precise value of the covenants contained in this Section 11 is so
          difficult to evaluate that no accurate measure of monetary damages
          could possibly be established and, in the event of a breach or
          threatened breach of such covenants, the Company's remedy at law would
          be inadequate and the Company shall be entitled to temporary and
          permanent injunctive relief restraining the Individual from such
          breach or threatened breach. In the event that any covenant made in
          this Section 11 shall be more restrictive than permitted by applicable
          law, it shall be limited to the extent which is so permitted. Nothing
          in this subsection (c) shall be construed as preventing the Company
          from pursuing any and all other remedies available to it for breach or
          threatened breach of covenants made in this Section 11, including the
          recovery of money damages from the Individual.

     It is expressly understood and agreed that the Company's remedies for
     breach of these covenants shall not be limited to damages in the amount of
     salary to be paid under the Arrangement.

12.  Conflict of Interest: The Leo Burnett Company Conflict of Interest
     --------------------
     Policy signed by the Individual during his or her employment by the Company
     will continue in effect during the term of the Individual's participation
     under the Arrangement.

13.  Guidelines for Exemptions from Certain Non-Compete Provisions: The Chief
     -------------------------------------------------------------
     Executive Officer may allow the Individual receiving benefits under the
     Arrangement to do some additional work for other advertising agencies as
     long as their work cannot be construed to be in competition with the
     Company.

     While each case will have to be decided on the individual facts, exemptions
     given by the Chief Executive Officer under Section 11, above, will be
     considered under the following guidelines:

     (a)  The Individual may not work in the U.S. for an agency that shares a
          U.S. client with the Company.

     (b)  The Individual may not work in the U.S. for a U.S. agency that handles
          a competitor of any of the Company's clients.

     (c)  In case of any Individual who lives and works outside the U.S.,
          guidelines (a) and (b) would be applied to non-U.S. agencies as well,
          but because of the many variables, specific guidelines cannot be set
          up in advance.

     (d)  Furthermore, in the event that either (a), (b) or (c) occurs after the
          Individual has gone to work for the other agency, the Individual must
          resign from the
<PAGE>

                                      -5-

          other agency within 60 days after such occurrence or else the Company
          has no further liability to provide benefits under the Arrangement.

     (e)  Additionally, the Individual agrees not to, directly or indirectly,
          assist in the hiring of any Company employee by the new agency. A
          violation of this provision would also result in a termination of
          benefits under the Arrangement.

     (f)  Situations may arise that could result in possible embarrassment to
          the Company arising out of continued employment of any Individual as
          specified above. Because of the impossibility to predict any such
          occurrence, the Chief Executive Officer may, in his sole discretion,
          revoke permission previously granted when he believes that such
          revocation is necessary to protect the best interests of the Company.
          In the event of a revocation, the Individual must resign from the
          other agency within 60 days of notice of revocation or else the
          Company has no further liability to provide benefits under the
          Arrangement.

14.  Letter of Agreement: At the time of the election to the Board and as a
     -------------------
     condition of serving on the Board, each Board member-elect shall execute a
     letter agreeing to the terms of the Arrangement set forth above and
     releasing any and all claims with respect to such Arrangement and
     retirement pursuant to the Arrangement, including claims of discrimination.
     A copy of the letter to be executed is attached.
<PAGE>

                                      DRAFT
                                      -----

                            Re: Employment Agreement
                            ------------------------

Dear __________:

This letter will constitute our agreement with you concerning your status as an
Executive Consultant.

Term - You will be employed by the Company for the period commencing __________
----
__________ and ending ____________.

Duties and Responsibilities - During the term of your employment, you agree to
---------------------------
serve as an executive consultant to the Company providing services when
required, as the Executive Committee may from time to time prescribe. You shall
commence the performance of such duties at such time as the Company, after at
least five days' prior notice in each case, directs.

During the term of your employment, you agree to devote your best efforts,
energy and skill in the performance of your duties to advance the interests of
the Company.

Compensation - For all services rendered by you during the term of your
------------
employment, the Company shall pay you a salary of $________ for each of the five
years of the term of your employment. Salary shall be payable in installments at
the end of each semi-monthly period.

Employee Benefits - During the term of your employment, you shall be entitled to
-----------------
participate in such employee plans of the Company as are in effect from time to
time in accordance with provisions of such plans; provided, however, that you
shall not be entitled to participate in any bonus plan of the Company or in
Supplemental Long-Term Disability Income program of the Company or the Star
Reachers Compensation Plan of the Company.

Death or Disability - In the event of your death or permanent disability (as
-------------------
defined in the Company's disability plan) during the term of your employment,
the Company will pay to you in the case of disability, or to the beneficiary or
beneficiaries last designated by you in writing to the Chief Executive Officer
of the Company in case of your death or, in the absence of such designation, to
your estate, the payments which would have been made to you hereunder during
<PAGE>

                                       -2-


the remainder of the term of your employment. You may delete, add or change
beneficiaries in the manner set forth above at any time.

Covenant Not to Compete - During the term of your employment, you covenant and
-----------------------
agree that you will not, directly or indirectly, own, manage, operate, control,
be employed by or be connected with the ownership, management, operation or
control of:

     (a)  Any advertising agency (or holding company or subsidiary thereof)
          other than the Company;

     (b)  Any client of the Company or any of its subsidiaries or
          affiliates; or

     (c)  Any company or other entity selling products that compete with
          products of clients of the Company or any of its subsidiaries or
          affiliates

unless the Chief Executive Officer of the Company shall have given you prior
written consent upon such terms as he shall deem appropriate.

In addition to the foregoing, you further covenant and agree that, during the
term of your employment you will not, directly or indirectly, for your own
benefit or for the benefit of any other person, firm, or corporation:

     (a)  Solicit, for purposes of employment, either any employee of the
          Company or its subsidiaries or affiliates or any employee of any
          client of the Company or its subsidiaries or affiliates;

     (b)  Induce either any employee of the Company or its subsidiaries or
          affiliates or any employee of any client of the Company or its
          subsidiaries or affiliates to terminate such employment for purposes
          of becoming employed elsewhere;

     (c)  Interfere with the relationship either between the Company or its
          subsidiaries or affiliates and its employees or between any client of
          the Company or its subsidiaries or affiliates and its employees; or

     (d)  Otherwise hire or induce others to hire either any employee of the
          Company or its subsidiaries or affiliates or of any client of the
          Company or its subsidiaries or affiliates unless the Chief Executive
          Officer of the Company shall have given prior written consent upon
          such terms as he shall deem appropriate.

It is expressly understood and agreed that the Company's remedies for breach of
any of these covenants shall not be limited to damages in the amount of salary
to be paid to you hereunder.
<PAGE>

                                      -3-


Termination by Company - The Company may terminate this Agreement:
----------------------

     (a)  Upon a material breach of any provision hereof by you which shall not
          be remedied within ten days after notice; or

     (b)  For cause relating to substantial matters which might have a serious,
          material adverse impact on the Company, which shall not be remedied
          within ten days after notice; or

     (c)  For cause relating to substantial matters which have had a serious,
          material adverse impact on the Company; or

     (d)  For cause relating to your conduct which, in the judgment of the
          Company, discredits the Company or its clients or is detrimental to
          the reputation, character, or standing of the Company or its clients.

                                      * * *

This letter supersedes all prior agreements or understandings as to your
employment by the Company, it being understood and agreed that this letter
contains our entire understanding with respect to its subject matter.

As you know, I am writing this letter on behalf of the Company pursuant to a
resolution of the Board of Directors authorizing me to execute such agreements.
Please execute the original of this letter and return it to me, upon which it
will be binding and effective on the Company and you.

                                             Very truly yours,

                                             LEO BURNETT COMPANY, INC.


                                             By:_______________________

Agreed and Accepted: