- -----NUMBER------              [GRAPHIC OMITTED]               -----SHARES-----
NY                  INCORPORATED UNDER THE LAWS
- -----------------    OF THE STATE OF NEW YORK                  ----------------

                                                                COMMON STOCK

                                                               SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

                                                              CUSIP 681919 10 6

                               Omnicom Group Inc.

- --------------------------------------------------------------------------------
THIS CERTIFIES THAT


IS THE OWNER OF
- --------------------------------------------------------------------------------

          FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

Omnicom Group Inc.  transferable  on the books of the  Corporation by the holder
hereof  in  person  or by  duly  authorized  attorney  upon  surrender  of  this
certificate  properly  endorsed.  This  certificate  and the shares  represented
hereby  are issued and shall be held  subject  to all of the  provisions  of the
Restated  Certificate of Incorporation of the Corporation,  as amended,  and its
By-Laws,  as  amended  (copies  of  which  are  on  file  at the  office  of the
Corporation),  to all of which the holder by  acceptance  hereof  assents.  This
certificate  is not valid until  countersigned  and  registered  by the Transfer
Agent and Registrar.

      Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

[OMNICOM GROUP INC. CORPORATE SEAL]

Dated:

COUNTERSIGNED AND REGISTERED:

      ChaseMellon Shareholder Services, L.L.C.
                   [NEW YORK]

BY                                 TRANSFER AGENT
                                   AND REGISTRAR

                              AUTHORIZED SIGNATURE

                           /s/ Barry Wagner           /s/ Bruce Crawford 
                              SECRETARY                    CHAIRMAN



      The following  abbreviations,  when used in the inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common          UNIF GIFT MIN ACT- _____Custodian______
TEN ENT - as tenants by the entireties                     (Cust)        (Minor)
JT TEN  - as joint tenants with right of                  under Uniform Gifts to
          survivorship and not as tenants                 Minors Act __________
          in common                                                   (State)

    Additional abbreviations may also be used though not in the above list.

For Value Received, _____________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------

- --------------------------------------

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of the  capital  stock  represented  by the  within  Certificate,  and do hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.

Dated_________________________________

                        ________________________________________________________
                        NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                        WITH  THE  NAME  AS   WRITTEN   UPON  THE  FACE  OF  THE
                        CERTIFICATE IN EVERY  PARTICULAR  WITHOUT  ALTERATION OR
                        ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:________________________________________________________
                        THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE
                        GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,  SAVINGS AND
                        LOAN  ASSOCIATIONS  AND CREDIT UNIONS WITH MEMBERSHIP IN
                        AN  APPROVED  SIGNATURE  GUARANTEE  MEDALLION  PROGRAM),
                        PURSUANT TO S.E.C. RULE 17AG-15.