AMENDMENTS TO 1987 STOCK PLAN

     Pursuant to resolutions  adopted by the Board of Directors of Omnicom Group
Inc. ("Omnicom") on March 28, 1994, the Omnicom 1987 Stock Plan (the "Plan") was
hereby  amended,  effective  June 1, 1994 and  subject  to the  approval  of the
shareholders  of Omnicom  (which  approval  was  obtained on May 22,  1995),  as
follows:

A.  Subsections  (f),  (g) and  (h) of  Section  7 are  hereby  deleted  and the
    following substitued therefor:

     "(f) Retirement/Involuntary  Termination of Employment of Holder of Option.
In the event of  Termination  of Employment of an Employee to whom an Option has
been  granted  by  reason  of  his or  her  Retirement  (other  than  for  Total
Disability), or Involuntary Termination of Employment:

          (i) if the date of such  termination  occurs before the  expiration of
     the Waiting Period of an Option,  such  Option(s)  shall  automatically  be
     cancelled and be of no further force or effect;

          (ii) if the date of such  termination  occurs after the  expiration of
     the Waiting  Period of an Option,  such  Option(s) may be exercised in full
     only during the thirty-six  month period  immediatly  following the date of
     such termination, but in no event may such Option(s) be exercised after the
     expiration of the term specified in the Option.

     (g) Total  Disability of Holder of Option.  In the event of  Termination of
Employment of an Employee to whom an Option has been granted by reason of his or
her Total  Disability,  such  Option(s) may be exercised in full only during the
thirty-six month period immediatly  following the date of such termination,  but
in no event may such  Option(s) be exercised  after the  expiration  of the term
specified in the Option.

     (h) Death of Holder of Option. In the event of Termination of Employment of
an  Employee  to whom an Option has been  granted by reason of his or her death,
such Option(s) may be exercised in full only during the thirty-six  month period
immediatly  following the date of death,  but in no event may such  Option(s) be
exercised  after the expiration of the term  specified in the Option,  provided,
however,  that  such  Option(s)  may only be  exercised  by  those to whom  such
person's  rights under the Option(s)  have passed by will or through the laws of
descent and distribution.  In the event of the death of a former employee within
the thirty-six  month period  following his or her  termination of employment by
reason of Retirement, Involuntary Termination of Employment or Total Disability,
Option(s)  exercisable  under subsections (f) and (g) of this Section 7 may only
be exercised by those to whom such  person's  rights  under the  Option(s)  have
passed by will or through the laws of descent and distribution.

          (i)  The   Committee   shall   have  the   authority   to  extend  the
     post-termination  of employment  exercise periods of outstanding options to
     conform with the provisions of subsections (f), (g) and (h) of this Section
     7."

B. Subsections  (i)  through  (l)  of  Section  7  are  hereby  redesignated  as
   subsections (j) through (m).

C. A new subsection (n) is hereby added to Section 7 and reads as follows:

     "(n) The  maximum  number of shares  with  respect to which  options may be
granted by the  Committee  to any  employee  in any one  calendar  year shall be
[200,000] shares."