Exhibit 4.3

                                 [Form of Note]

UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY  TRUST  COMPANY  TO THE  COMPANY  OR ITS  AGENT FOR  REGISTRATION  OF
TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR TO SUCH  OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF THE DEPOSITORY  TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO.), ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED  OWNER HEREOF,  CEDE & CO.,
HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN
PART, TO NOMINEES OF THE DEPOSITORY  TRUST COMPANY OR TO A SUCCESSOR  THEREOF OR
SUCH SUCCESSOR'S  NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO  TRANSFERS  MADE IN  ACCORDANCE  WITH THE  RESTRICTIONS  SET FORTH IN
ARTICLE 2 OF THE  SUPPLEMENTAL  INDENTURE AND THE  INDENTURE  REFERRED TO ON THE
REVERSE HEREOF.


<PAGE>

                       Form of 5.90% Senior Notes due 2016

CUSIP No. 681919 AS 5
$500,000,000

      OMNICOM  GROUP INC.,  a New York  corporation,  OMNICOM  CAPITAL  INC.,  a
Connecticut  corporation and OMNICOM FINANCE INC. a Delaware corporation (herein
collectively  referred to as the  "Issuers",  which term  includes any successor
person to any of them under the  Indenture  hereinafter  referred to), for value
received,  hereby  promises to pay to CEDE & CO.,  or  registered  assigns,  the
principal  sum of  $500,000,000  Dollars on April 15,  2016 and to pay  interest
thereon  from March 29, 2006 or from the most recent  interest  payment  date to
which interest has been paid or duly provided for, semi-annually on April 15 and
October 15 in each year , commencing  October 15, 2006, at the rate of 5.90% per
annum,  set forth below.  The interest so payable,  and punctually  paid or duly
provided for, on any interest  payment date will, as provided in such Indenture,
be paid to the person in whose name this  Security  (or one or more  Predecessor
Securities)  is registered  at the close of business on the regular  record date
for such  interest,  which  shall be the April 1 or October 1 (whether  or not a
Business Day), as the case may be, next  preceding  such interest  payment date.
Any such  interest not so punctually  paid or duly  provided for will  forthwith
cease to be payable to the Holder on such regular  record date and may either be
paid to the  person in whose  name  this  Security  (or one or more  Predecessor
Securities)  is registered at the close of business on a special record date for
the  payment  of such  defaulted  interest  to be fixed by the  Trustee,  notice
whereof  shall be given to Holders of Securities of this Series not less than 10
days  prior to such  special  record  date,  or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities  exchange
on which the  Securities  of this Series may be listed,  and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture).

      Payment of the  principal  of (and  premium,  if any) and interest on this
Security will be made at the office or agency of the Issuers maintained for that
purpose in The City of New York,  New York, in accordance  with the terms of the
Indenture  referred  to or the  reverse  hereof in such coin or  currency of the
United  States of America as at the time of payment is legal  tender for payment
of public  and  private  debts;  provided,  however,  that at the  option of the
Issuers  payment of interest  may be made by check  mailed to the address of the
person entitled thereto as such address shall appear in the Security register).

      Reference is hereby made to the further  provisions  of this  Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

      This Security  shall be deemed to be a contract made under the laws of the
State of New York,  and for all purposes  shall be construed in accordance  with
and governed by the laws of said state.


<PAGE>

      Unless the certificate of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.


<PAGE>

      IN WITNESS  WHEREOF,  the Issuers have caused this  instrument  to be duly
executed.

Dated:                                     OMNICOM GROUP INC.


                                           By___________________________________


                                           By___________________________________


                                           OMNICOM CAPITAL INC.


                                           By___________________________________


                                           By___________________________________


                                           OMNICOM FINANCE INC.


                                           By___________________________________


                                           By___________________________________


<PAGE>

                Form of Trustee's Certificate of Authentication.

      The Trustee's  certificate of authentication shall be in substantially the
following form:

      This is one of the Securities of the Series designated therein referred to
in the within-mentioned Indenture.

                                                       JPMorgan Chase Bank, N.A.
                                                                      As Trustee

                                            By _________________________________
                                                              Authorized Officer


<PAGE>

                              Reverse of Security.

                               OMNICOM GROUP INC.
                              OMNICOM CAPITAL INC.
                              OMNICOM FINANCE INC.

                           5.90% Senior Notes due 2016

      This  Security  is one of a duly  authorized  issue of  securities  of the
Issuers,  designated  as their 5.90% Senior  Notes due 2016  (herein  called the
"Securities"), issued and to be issued in one or more Series under an Indenture,
dated as of March 29, 2006 (herein called the "Indenture"),  between the Issuers
and JPMorgan Chase Bank,  N.A., as Trustee  (herein called the "Trustee",  which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective rights,  limitations of rights,  duties and immunities thereunder
of the Issuers,  the Trustee and the Holders of the  Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This
Security  is  one of the  series  designated  on the  face  hereof,  limited  in
aggregate  principal amount to  $1,000,000,000.  Capitalized  terms used in this
Security  and not  defined  herein  have the  meaning  ascribed  thereto  in the
Indenture.

      JPMorgan  Chase Bank,  N.A.,  the  Trustee  under the  Indenture  has been
appointed by the Issuers as paying agent,  Securities registrar,  with regard to
the Securities.

      In case an Event of Default  shall have  occurred and be  continuing,  the
principal of and accrued  interest on all Securities  may be declared,  and upon
said declaration,  shall become due and payable,  in the manner, with the effect
and subject to the conditions provided for in the Indenture.

      The Securities will be redeemable,  as a whole or in part, at the Issuers'
option,  at any time or from time to time,  upon mailed notice to the registered
address of each Holder of  Securities at least 30 days but not more than 60 days
prior to the  redemption.  The redemption  price will be equal to the greater of
(1) 100% of the  principal  amount of the  Securities to be redeemed and (2) the
sum of the present values of the Remaining  Scheduled Payments on the Securities
discounted to the date of redemption,  on a semiannual basis (assuming a 360-day
year  consisting  of twelve  30-day  months),  at a rate equal to the sum of the
applicable  Treasury Rate plus 25 basis points, plus accrued and unpaid interest
thereon to the redemption date.

      "Comparable  Treasury  Issue" means the United  States  Treasury  security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining  term of the  Securities,  that  would  be  utilized,  at the  time of
selection and in accordance with customary  financial  practice,  in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.

      "Comparable  Treasury Price" means,  with respect to any redemption  date,
the Reference Treasury Dealer Quotations for that redemption date.

      "Reference  Treasury  Dealer" means Citigroup  Global Markets Inc. and any
two other primary U.S. Government  securities dealer selected by the Issuers and
their respective successors.


                                      A-5
<PAGE>

      "Reference   Treasury  Dealer  Quotations"  means,  with  respect  to  the
Reference Treasury Dealer and any redemption date, the average, as determined by
the  Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issue
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the Trustee by the Reference  Treasury  Dealer at 3:30 p.m., New York
City time, on the third business day preceding that redemption date.

      "Remaining  Scheduled  Payments" means the remaining scheduled payments of
principal of and interest on the Securities  that would be due after the related
redemption  date  but for that  redemption.  If that  redemption  date is not an
interest  payment  date with respect to the  Securities,  the amount of the next
succeeding  scheduled  interest payment on the Securities will be reduced by the
amount of interest  accrued on the  Securities to such  redemption  date. On and
after the  redemption  date,  interest will cease to accrue on the Securities or
any portion of the Securities called for redemption  (unless the Issuers default
in the payment of the redemption price and accrued  interest).  On or before the
redemption  date,  the Issuers will deposit with a paying agent (or the Trustee)
money  sufficient  to pay the  redemption  price of and accrued  interest on the
Securities to be redeemed on that date. If less than all of the  Securities  are
to be redeemed,  the  Securities to be redeemed shall be selected by the Trustee
by a method the Trustee deems to be fair and appropriate.

      "Treasury Rate" means,  with respect to any redemption  date, the rate per
annum equal to the semiannual  equivalent yield to maturity  (computed as of the
third business day immediately preceding that redemption date) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
that redemption date.

      In the event of  redemption  of this Security in part only, a new Security
or Securities of this Series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.

      The Indenture contains  provisions that permit the Issuers to elect either
(1) to defease and be discharged  from the entire  indebtedness of this Security
or (2) to be released from their obligations under certain restrictive covenants
and Events of Default with respect to this  Security,  in each case upon payment
in full of the Securities and  compliance  with certain  conditions set forth in
the Indenture.

      If an Event of Default  with  respect to  Securities  of this Series shall
occur and be  continuing,  the principal of the Securities of this Series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

      The Indenture  permits the amendment  thereof and the  modification of the
rights and  obligations  of the  Issuers  and the  rights of the  Holders of the
Securities of each Series to be affected  under the Indenture at any time by the
Issuers  and the  Trustee  with the  consent of the  Holders  of a  majority  in
principal  amount of the Securities at the time outstanding of each Series to be
affected,  with certain  exceptions as therein  provided with respect to certain
modifications  or  amendments  which may not be made without the consent of each
Holder of such Security  affected  thereby.  The Indenture also permits  certain
amendments  and  modifications  thereto from time to


                                      A-6
<PAGE>

time by the Issuers  and the  Trustee  without the consent of the Holders of any
Series of the Securities to be affected thereby for certain specified  purposes,
including curing  ambiguities,  defects or  inconsistencies  and making any such
change that does not adversely affect the rights of any Holder of such series of
the Securities, as provided therein.

      The  Indenture  contains  provisions  permitting  the Holders of specified
percentages  in principal  amount of the  Securities  of each Series at the time
outstanding, on behalf of the Holders of all Securities of such Series, to waive
compliance  by the Issuers with certain  provisions of the Indenture and certain
past defaults  under the Indenture and their  consequences.  Any such consent or
waiver by the Holder of this Security  shall be conclusive and binding upon such
Holder and upon all future  Holders of this Security and of any Security  issued
upon the  registration  of  transfer  hereof  or in  exchange  hereof or in lieu
hereof,  whether  or not  notation  of such  consent or waiver is made upon this
Security.

      No reference  herein to the Indenture and no provision of this Security or
of the Indenture  shall alter or impair the obligation of the Issuers,  which is
absolute and unconditional, to pay the principal of and any premium and Interest
on this  Security  at the times,  place and rate,  and in the coin or  currency,
herein prescribed.

      As provided in the  Indenture and subject to certain  limitations  therein
set  forth,  the  transfer  of this  Security  is  registrable  in the  security
register,  upon surrender of this Security for  registration  of transfer at the
office or agency of the  Issuers  in any place  where the  principal  of and any
premium  and  interest  on this  Security  are  payable,  duly  endorsed  by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Issuers and the security  Registrar  duly  executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this  Series and of like tenor,  of  authorized  denominations  and for the same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

      The Securities of this Series are issuable only in registered form without
coupons  in  denominations  of $1,000  and any  integral  multiple  thereof.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this Series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

      No service charge shall be made for any such  registration  of transfer or
exchange,  but the Issuers may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due  presentment of this Security for  registration  of transfer,
the  Issuers,  the Trustee and any agent of the Issuers or the Trustee may treat
the person in whose name this Security is registered as the owner hereof for all
purposes,  whether or not this Security is overdue, and neither the Issuers, the
Trustee nor any such agent shall be affected by notice to the contrary.

      No recourse shall be had for the payment of the principal of (and premium,
if any) or  interest  on  this  Security,  or for any  claim  based  hereon,  or
otherwise in respect  hereof,  or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator,  stockholder,  officer
or  director,  as such,  past,  present  or  future,  of the  Issuers  or of any
successor


                                      A-7
<PAGE>

corporation,  whether by virtue of any constitution,  statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance  hereof and as part of the  consideration for the issue
hereof, expressly waived and released.

      All terms used in this Security  which are defined in the Indenture  shall
have the meanings assigned to them in the Indenture.


                                      A-8