Exhibit 10.2

                               Omnicom Group Inc.
            Senior Executive Restrictive Covenant and Retention Plan.

                             Form of Award Agreement

      THIS AWARD AGREEMENT (this "Agreement"), is entered into as of the     day
of               ,   (the "Effective Date"), by and between Omnicom Group Inc.,
a New York corporation (the "Company"), and                    ("Executive").

                                   WITNESSETH:

      WHEREAS, Executive is presently employed by the Company in a key executive
position  and  possesses   substantial  talent,   ability  and  unique  business
experience which has been and will continue to be of great value to the Company;
and

      WHEREAS,  the Company has adopted the Omnicom Group Inc. Senior  Executive
Restrictive  Covenant  and  Retention  Plan  attached  hereto as  Exhibit A (the
"Plan")  to  secure  non-competition,  non-solicitation,  non-disparagement  and
consulting  agreements with its key executives for a significant period of time,
and  strengthen  the  retention  aspects  of the total  compensation  of its key
executives; and

      WHEREAS,  the Committee has selected  Executive to be a Participant in the
Plan.

      NOW, THEREFORE, the Company and Executive hereby agree to the terms of the
Agreement as follows:

      1.  Definitions.  All  capitalized  terms used in this  Agreement  without
definition shall have the meanings ascribed in the Plan.

      2.  Incorporation of Terms of Plan. This Agreement is subject to the terms
and conditions of the Plan which are  incorporated  herein by reference.  In the
event of any inconsistency between the Plan and this Agreement, the terms of the
Plan shall control.

      3. Benefit.  In  consideration  of Executive's  agreement to remain in the
service or employ of the Company or one of its Subsidiaries,  and for other good
and  valuable  consideration,  including  but not limited to the  compliance  by
Executive  with  Articles  III  and IV of the  Plan,  as of the  Effective  Date
Executive  shall be entitled to receive a benefit  under Article VI of the Plan,
subject to and in accordance with the terms of the Plan.

      4. Not a Contract of Employment.  Nothing in this Agreement or in the Plan
shall  confer  upon  Executive  any right to continue to serve as an employee or
other service provider of the Company or any of its Subsidiaries.

      6. Governing  Law.  Except as exempted by the Employee  Retirement  Income
Security Act of 1974, as amended, the laws of the State of New York shall govern
the interpretation, validity, administration, enforcement and performance of the
terms of this  Agreement  regardless  of the law that  might  be  applied  under
principles of conflicts of laws.

      7. Amendment,  Termination and Suspension.  To the extent permitted by the
Plan, this Agreement may be wholly or partially amended, terminated or suspended
at any time or from time




to time by the Committee, provided, that, except as may otherwise be provided by
the Plan,  no amendment,  termination  or  suspension  of this  Agreement  shall
adversely affect the benefits or rights of Executive  arising under the terms of
the  Plan  or this  Agreement  in a  material  manner  without  the  consent  of
Executive.

      8. Entire  Agreement.  The Plan and this  Agreement  constitute the entire
agreement of the parties and supersede in their entirety all prior  undertakings
and  agreements of the Company and Executive  with respect to the subject matter
hereof.

      9. Section 409A.  Notwithstanding  any other provision of the Plan or this
Agreement,  the Plan and this Agreement shall be interpreted in accordance with,
and incorporate  the terms and conditions  required by, Section 409A of the U.S.
Internal  Revenue Code of 1986,  as amended  (together  with any  Department  of
Treasury   regulations  and  other  interpretive   guidance  issued  thereunder,
including without  limitation any such regulations or other guidance that may be
issued  after the date  hereof,  "Section  409A").  The  Committee  may,  in its
discretion,  adopt such  amendments to the Plan or this Agreement or adopt other
policies and procedures  (including  amendments,  policies and  procedures  with
retroactive  effect), or take any other actions, as the Committee determines are
necessary or appropriate to comply with the requirements of Section 409A.

      IN WITNESS  WHEREOF,  as of the Effective  Date,  the parties  hereto have
executed this Agreement.

                                               OMNICOM GROUP INC.

                                               By: _____________________________
                                                   Name:
                                                   Title:

                                               EXECUTIVE

                                               _________________________________
                                               Name: