Exhibit 10.1

                               OMNICOM GROUP INC.

                  EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT

      Agreement made the 1st day of December,  1998 by and between Omnicom Group
Inc., a New York corporation,  its place of business at 437 Madison Avenue,  New
York, New York 10022,  and Jean-Marie Dru  ("Participant"),  an employee of TBWA
Worldwide a subsidiary of Omnicom Group Inc.

I.    Purpose of the Plan.

The purpose of the 1988 Executive  Salary  Continuation  Plan (the "Plan") is to
further  the growth of Omnicom  Group Inc.  by  offering a benefit to  encourage
experienced  executives  to enter the employ of Omnicom Group Inc. or one of its
Subsidiary companies, and to encourage key executives to remain in the employ of
Omnicom or a Subsidiary company.

II.   Definitions.

The following terms shall have the meaning set forth below:

      1. "Company" means Omnicom Group Inc.

      2. "Subsidiary" means any company in which the Company holds,  directly or
indirectly, fifty percent (50%) or more of its outstanding voting stock.

      3. "Affiliate"  means any company in which the Company holds,  directly or
indirectly,  not less than  twenty  percent  (20%) but not more than  forty nine
percent (49%) of its outstanding voting stock.

      4. "Employer" means the Company or a Subsidiary.

      5. "Employer Group" means the Company and all Subsidiaries.
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      6. "Committee" means the Compensation  Committee of the Board of Directors
of the  Company,  or if  there  should  be no  Compensation  Committee  means  a
committee  of not less  than  three  members  of the Board of  Directors  of the
Company  none of whom  shall,  while  serving as a member of the  committee,  be
eligible to participate in the Plan.

      7.  "Participant"  means an employee of the  Employer  recommended  by the
Chief  Executive  Officer of the Company  and  approved  by the  Committee  as a
participant in the Plan.

      8. "Beneficiary" means any person,  persons, entity or entities designated
in writing by the Participant to the Company to receive  payment,  if any, to be
made  hereunder  following the death of the  Participant,  and in the absence of
such designation,  means (i) the Participant's  surviving spouse,  while living,
and (ii) if there be no  surviving  spouse  or upon the  death of the  surviving
spouse, then to the estate of the Participant.

      9. "Participation"  means the highest percentage of the annual net profits
of the Company  specified by the Company and  communicated to the Participant in
writing  by the  President,  Chief  Financial  Officer or the  Secretary  of the
Company.

      10.(a) "Net profits of the Company" means the  consolidated net profits of
the Company for a calendar year  determined in accordance  with its then current
accounting  procedures and practices  before  deducting any United States income
tax applicable to its taxable  income for such year. In determining  net profits
of the Company, the following shall apply:

            (i) dividends from  Subsidiaries  and  Affiliates  shall be excluded
      from income;

            (ii)  the   Company's   interest  in  the  net  profit  or  loss  of
      Subsidiaries and Affiliates  before deducting any United States or foreign
      national income tax shall be included in income;

            (iii) any  liability  to make  payments or payments  made under this
      document or under like  documents  with others shall not be deducted as an
      expense;

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            (iv) the premiums for and the  proceeds of life  insurance  policies
      payable to the  Company  and/or a  Subsidiary  shall not be deducted as an
      expense or included in income, as the case may be;

            (v) the aggregate  amount,  if any, by which  employee  compensation
      (salary,  bonus,  service awards, stock awards and the like, but excluding
      contributions  to pension  and/or  deferred  profit sharing plans) paid or
      accrued in respect of a calendar year by the Company and its  Subsidiaries
      exceeds fifty-two (52%) percent of such year's  consolidated  gross income
      of the  Company  (income  from  all  sources  except  for  dividends  from
      Subsidiaries and Affiliates,  and before  adjustments,  if any,  resulting
      from efficiency  incentive  compensation  arrangements with clients) shall
      not be deducted as an expense; and

            (vi) in respect of each calendar year  commencing with calendar year
      1989,  the aggregate  amount,  if any, by which interest and other charges
      for the  borrowing of funds paid or accrued in respect of a calendar  year
      by the Company and its Subsidiaries ("Debt Service") exceeds the Allowable
      Debt Service for the subject year shall not be deducted as an expense; for
      purposes hereof  "Allowable Debt Service" means (A) for calendar year 1988
      the actual Debt  Service for such year,  (B) for calendar  year 1989,  the
      Allowable  Debt  Service  for  calendar  year  1988  increased  by  20% or
      increased by the percentage  increase,  if any, in the actual Debt Service
      for 1989 over the actual Debt Service for 1988,  whichever  results in the
      lower amount,  and (C) for each calendar year  subsequent to calendar year
      1989, the Allowable Debt Service for the  immediately  preceding  calendar
      year increased by 20% or increased by the percentage increase,  if any, in
      the actual Debt Service for the subject calendar year over the actual Debt
      Service for the immediately  preceding calendar year, whichever results in
      the lower amount.

      (b) The  Company,  upon its own  initiative  may, or shall upon receipt of
written  demand  from the  Participant  or the  Beneficiary,  as the  case  may,
designate  a firm of  public  accountants,  which  may or may not be the firm of
accountants   regularly   employed  by  the  Company  to  verify  the  Company's
determination  of net profits of the  Company,  and to  determine  any  question
arising in the course of

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such  verification not herein  specifically  provided for. The  determination by
such firm of public  accountants  shall be binding and conclusive.  In computing
net  profits  of the  Company,  the  public  accountants  shall  conform  to the
accounting procedures and practices of the Company as modified by the provisions
of  subparagraph  (a) of this  Section  10. A  condition  of the right to demand
verification  as  aforesaid  is that the person  requesting  verification  shall
reimburse  the Company to the extent of one-half of the cost of the  services of
such  public  accountants,  and,  at the  request of the  Company and before the
accountants shall have commenced the verification work, shall pay to the Company
one-half of the cost of the  services of the said  accountants  as  estimated by
them.

      11.(a)  "Year of Service"  means each  consecutive  period of 365 days the
Participant is in the  continuous  employ of a member or members of the Employer
Group.  For  purposes  of this  Section,  "continuous  employ of  members of the
Employer  Group" means  consecutive  employment by members of the Employer Group
without interruption by reason of self-employment or employment by a third party
employer, except as provided in Section 11 (b)(ii) below.

      (b) A  Participant  shall be in the employ of the Employer  regardless  of
absences by reason of:

            (i) sick leave,  vacation  leave,  maternity  leave or other special
      leave  approved by the Employer  which does not exceed 6 months,  provided
      the  Participant  returns  to work for the  Employer  not  later  than the
      expiration date of the authorized leave of absence; and

            (ii) time spent in the  service of others at the request of, or with
      the approval of, the Employer,  provided the  Participant  returns to work
      for the Employer within 15 days following cessation of work for such other
      party.

      12.  "Salary"  means the base salary paid by the  Employer,  excluding all
other forms of  compensation,  such as bonuses,  special awards,  severance pay,
contributions  under  benefit  plans,  and the  compensatory  elements  of stock
awards.  The payroll  records of the Employer shall be conclusive and binding on
the  Participant,  the  Beneficiary  and the  Employer  as to the  salary of the
Participant. "One year's salary" shall mean the highest annual rate of salary at
which the Participant was paid by the Employer at any time within

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                                                                               5


five (5) years of the termination of the Participant's employment giving rise to
the Company's obligation to make payments under Article IV hereof.

      13. "Salary Limitation" means the highest percentage of one year's salary,
which may not exceed  50%,  specified  by the Company  and  communicated  to the
Participant  in  writing  by  the  President,  Chief  Financial  Officer  or the
Secretary of the Company.

      14.  "Disability"  means the  inability of the  Participant,  by reason of
physical condition,  mental illness or accident, to perform substantially all of
the duties of the position at which he was  employed by the  Employer  when such
disability commenced.

      15.  "Cause"  means  the   Participant's   misconduct   involving  willful
malfeasance, such as breach of trust, fraud or dishonesty.

      All  determinations  as to  "Disability"  or "Cause"  shall be made by the
Board of Directors of the Employer, after a hearing at which the Participant may
be present,  and the  determination by the Board of Directors shall be final and
conclusive.

III.  Employment Is Unrestricted.

      Nothing herein contained shall be deemed to give the Participant the right
to remain in the employ of the  Employer or to  interfere  with the right of the
Employer to terminate the Participant's  employment at any time, nor to give the
Employer  the right to  require  the  Participant  to remain in its employ or to
interfere with the Participant's right to terminate employment at any time.

IV.   Compensation.

      1. In the  event  (a) the  Participant  dies  while in the  employ  of the
Employer,  (b) the Employer  determines,  in the manner  provided in Article II,
Section 14 hereof,  that the  Participant  is disabled and the employment of the
Participant  is  terminated  by the  Employer by reason of  Disability,  (c) the
Participant, after 5 Years of Service, terminates his or her employment with the
Employer for a reason other than to enter the employ of another member of the

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Employer  Group or (d) the  employment of the  Participant  is terminated by the
Employer  for a reason  other than Cause,  then upon the  happening  of any such
event the Company,  subject to all the terms and conditions hereof, shall become
obligated to pay to the  Participant,  or to the  Beneficiary  if the obligation
arises under (a) above, each year, for the number of consecutive  calendar years
determined in accordance with the schedule on page 8 hereof,  an amount equal to
the lesser of (i) the Salary  Limitation  applied to one year's salary,  or (ii)
the  Participation  applied to the net profits of the  Company for the  calendar
year immediately  preceding the calendar year of payment,  subject to adjustment
as provided in Sections 2, 3 and 4 of this Article.

      2. If the  employment  of the  Participant  is  terminated by reason of an
event occurring under (c) of Section 1 of this Article and at the effective date
of such termination the Participant has not accumulated 20 Years of Service, the
annual  payment the  Participant  would have been entitled to receive under said
Section 1  ("Proposed  Payment")  shall be reduced to an amount  resulting  from
multiplying  the Proposed  Payment by a fraction  the  numerator of which is the
Participant's Years of Service at the effective date of such termination and the
denominator of which is 20. The Committee may, in its absolute discretion, waive
this  provision or reduce the number of the  denominator  in said fraction if it
decides such action would be in the best  interest of the Company and  equitable
to the Participant or the Beneficiary.

      3.(a) In the event of the  Participant's  death after the occurrence of an
event  described  in (b), (c) or (d) of Section 1 of this Article and before the
Participant  has received  payment(s) in respect of the total number of calendar
years as to which the Company is obligated to make payment  hereunder  ("Payment
Period"), the Company shall thereafter be obligated to make an annual payment to
the Beneficiary during the Payment Period or the remainder thereof,  as the case
may be,  equal to seventy  five (75%)  percent of the amount  which the  Company
would have been obligated to pay to the Participant had the Participant lived to
receive all payments.

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      (b) In the event of the  Participant's  death  while in the  employ of the
Employer,  the  Company  shall be  obligated  to make an annual  payment  to the
Beneficiary in the same manner and to the same extent as provided in (a) of this
Section 3.

      (c) The Company may, at any time and from time to time,  seek to fund,  in
whole or in part, its obligation  under this Section 3 by applying for insurance
on the life of the Participant.  The Participant  shall, if requested in writing
by the  Company,  undergo a  physical  examination  for such  purpose by medical
examiners  designated  by the  Company,  and if the  Participant  should fail or
refuse to undergo such physical  examination the Company shall have the right to
terminate its  obligation  under this Section 3 by giving written notice of such
termination to the Participant.

      4. If during any period of  twenty-four  consecutive  months assets of the
Company are sold or otherwise  disposed of having a value or aggregate  value of
thirty  (30%)  percent  or more of the  total  assets of the  Company  as at the
commencement date of said period ("Disposal  Transaction"),  then beginning with
the  calendar  year in which the Disposal  Transaction  occurs the amount of the
annual  payments the Company may be obligated  to make under the  provisions  of
Section 1 of this Article shall be the Salary  Limitation  applied to one year's
salary. If the asset sold or disposed of is stock of a Subsidiary,  the value of
the total assets,  not net assets,  of the Subsidiary shall be used for purposes
of this Section 4.

      5. The  first  calendar  year of  payment,  if any,  shall  be the  second
calendar  year  following the calendar year in which the event that gave rise to
the Company's obligation to pay occurred.  If, however,  such event is the death
of the participant while in the employ of the Employer,  the first calendar year
of payment shall be the first calendar year following the calendar year in which
the Participant's  death occurred.  Payment shall be made by the Company in each
calendar  year of  payment  during  the first  ninety  (90) days of the  subject
calendar year.

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                                                                               8


                           NUMBER OF YEARS OF PAYMENT

<TABLE>
<CAPTION>
Years of Service
         1    2   3   4    5   6    7   8   9   10  11   12  13  14   15  16   17  18  19   20  21  22   23  24    25
Age at Termination
<S>      <C>  <C> <C> <C>  <C> <C>  <C> <C> <C> <C> <C>  <C> <C> <C>  <C> <C>  <C> <C> <C>  <C> <C> <C>  <C> <C>   <C>
    30                              1   1   1    2   2
    31                              1   1   1    2   2    2
    32                              1   1   1    2   2    3
    33                              1   1   2    2   2    3   3
    34                              1   2   2    2   3    3   3   4
    35                         1    1   2   2    3   3    3   4   4    4
    36                         1    1   2   2    3   3    3   4   4    4   5
    37                         1    1   2   3    3   4    4   4   5    5   5    6
    38                         1    2   3   3    4   4    4   5   5    5   6    6   6
    39                         1    2   3   3    4   4    4   5   5    5   6    6   6   7
    40                     1   1    2   3   3    4   4    5   5   5    6   6    6   7   7    7
    41                     1   1    2   3   4    4   4    5   5   5    6   6    6   7   7    7   8
    42                     1   2    2   3   4    4   5    5   5   6    6   6    7   7   7    8   8   8
    43                     1   2    2   3   4    5   5    5   6   6    6   7    7   7   8    8   8   9    9
    44                     1   2    2   3   4    5   5    5   6   6    6   7    7   7   8    8   8   9    9   9
    45                1    1   2    3   4   4    5   5    5   6   6    6   7    7   7   8    8   8   9    9   9    10
    46                1    1   2    3   4   4    5   5    6   6   6    7   7    7   8   8    8   9   9    9  10
    47                1    2   2    3   4   5    5   6    6   6   7    7   7    8   8   8    9   9   9   10
    48                1    2   3    4   5   5    6   6    6   7   7    7   8    8   8   9    9   9  10
    49                1    2   3    4   5   5    6   6    7   7   7    8   8    8   9   9    9  10
    50            1   1    2   3    4   5   6    6   7    7   7   8    8   8    9   9   9   10
    51            1   2    3   4    5   6   6    7   7   7    8   8    8   9    9   9  10
    52            1   2    3   4    5   6   6    7   7    8   8   8    9   9    9  10
    53            1   2    3   4    5   6   7    7   8    8   8   9    9   9   10
    54            1   2    3   4    5   6   7    8   8    8   9   9    9  10
    55   0    1   2   3    4   5    6   7   8    8   8    9   9   9   10
    56   0    1   2   3    4   5    6   7   8    8   8    9   9   9   10
    57   0    1   2   3    4   5    6   7   8    8   9    9   9  10
    58   0    1   2   3    4   5    6   7   8    8   9    9   9  10
    59   0    1   2   3    4   5    6   7   8    8   9    9  10
    60   0    1   2   3    4   5    6   7   8    8   9    9  10
and up
</TABLE>

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      6. The amount  payable  hereunder by the Company in respect of the Payment
Period shall be reduced by the value of payments to be made following  cessation
of Participant's employment to the Participant, Beneficiary or other designee of
the  Participant  pursuant to any other  agreement  or  arrangement  between the
Participant  and one or more  members of the  Employer  Group  ("Post-Employment
Payments").  For purposes  hereof,  Post-Employment  Payments  shall not include
payments under (i) a pension, profit-sharing or savings plan which qualifies for
favorable tax treatment  under the United States  Internal  Revenue Code, (ii) a
benefit plan for the payor's employees generally ("Employee Benefit Plan") (iii)
a plan for the payor's executive  officers approved by the Company that augments
a benefit  provided  for in an  Employee  Benefit  Plan,  and (iv) an  agreement
financed, in whole or in part, by the Participant to the extent the payments are
attributable to the financing provided by the Participant.

V.    Company's Payment Obligation Conditional on Participant's  Refraining from
      Competitive and Harmful Activities After Severance of Employment.

      It is a condition of the Company's  obligation to make payments  hereunder
that from the date of the occurrence of an event described in (b), (c) or (d) of
Section 1 of Article IV hereof that shall have given rise to the  obligation  to
pay and  until  the  close of the last  calendar  year in  respect  of which the
Participant may become entitled to receive payments hereunder:

      (a) that the Participant shall not, directly or indirectly, engage in. nor
become employed by or otherwise  associated with any persons or entities engaged
in, business of the same nature as or competitive  with the business engaged in,
at the time of  Participant's  severance  of  employment,  by the  Participant's
Employer  ("Protected  Business")  in (i) the  United  States and (ii) any other
country  in which at the  time of  Participant's  severance  of  employment  the
Employer  holds,  directly or  indirectly,  more than fifty percent (50%) of the
voting  stock or its  equivalent  of an entity  engaged in the same or a related
business  as that of the  Employer;  and the  Participant  shall  not  make  any
financial  investment,  direct or indirect, in any sole proprietorship or entity
engaged  in  the  same  business  as  that  of  the  Employer  at  the  time  of
Participant's severance of employment

<PAGE>
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("Protected investment"), provided nothing herein shall prohibit the purchase of
less than a  controlling  interest in  publicly  traded  securities  of any such
entity for bona fide investment only;

      (b) that the Participant  shall not willfully engage in any activity which
is harmful to the interest of the Company.

      The  determination  of (i)  whether a business  is of the same  nature as,
competitive with, or related to that of the Employer,  (ii) whether any activity
of a  Participant  is harmful to the interest of the Company,  and (iii) whether
the Participant has willfully engaged in such harmful activity, shall be made by
the Board of Directors of the Company  after a hearing at which the  Participant
shall be entitled to be present, and the determination by the Board of Directors
shall be final and conclusive; and

      (c) Nothing herein prohibits or restricts the Participant from engaging in
Protected  Business in the related  areas  described  in  Subsection  (a) above,
making a Protected Investment,  or willfully engaging in activity harmful to the
interest  of the  Company  (collectively  "Activities"),  and in the  event  the
Participant chooses to engage in any of such Activities the Company's obligation
to make payments hereunder shall forthwith  terminate as to payments which might
otherwise have become payable to the Participant in respect of the calendar year
in which such Activity  occurred and to the  Participant  or the  Beneficiary in
respect of all  calendar  years  thereafter,  but the  Participant  shall not be
obligated to refund to the Company any payments  theretofore paid to Participant
hereunder. If requested in writing by the Company, the Participant shall, within
30 days after receipt of such request, advise the Company in writing whether the
Participant has or has not engaged in such  Activities for a specified  calendar
year,  and the Company  shall have no obligation to make a payment in respect of
such calendar  year until the Company has received such written  advice from the
Participant.

VI.   Company's Payment Obligation Conditional On Participant's Availability for
      Advisory and Consultative Services after Severance of Employment.

      (a) It is a further condition of the Company's obligation to make payments
hereunder that from the date of the occurrence of an event described in (b), (c)
or (d) of Section 1 of Article IV hereof that

<PAGE>
                                                                              11


shall have given rise to the  obligation  to pay and until the close of the last
calendar year in respect of which the Participant may become entitled to receive
payments  hereunder,  that  the  Participant,  if  not  physically  or  mentally
disabled, shall, as an independent contractor and upon not less than thirty (30)
days prior written notice from the Company,  make his or her services  available
to the Company for such periods of time as may be specified in the notice, as an
advisor and  consultant  with respect to activities of the department or unit of
the Employer's  business to which the Participant  was last assigned,  provided,
however, that the Participant shall not be obligated to make his or her services
available  (i) for more than sixty (60) days in the  aggregate and for more than
twenty  (20)  consecutive  days in any one  calendar  year,  and (ii) during the
period  December  15  through  January  15.  The  Company  shall  reimburse  the
Participant  for  reasonable  traveling,   transportation  and  living  expenses
necessarily incurred by the Participant while away from his or her regular place
of residence in the performance of such advisory and  consultative  services for
the Company.

      (b) In the event  the  Participant  chooses  not to  render  advisory  and
consultative  services  when  requested by the Company as provided in Subsection
(a) above, the Company's  obligation to make payments  hereunder shall forthwith
terminate  as to payments  which  might  otherwise  have  become  payable to the
Participant  in respect of the calendar year in which such event occurred and to
the Participant or the Beneficiary in respect of all calendar years  thereafter,
but the Participant shall not be obligated to refund to the Company any payments
theretofore paid to Participant hereunder.

VII.  Prepayments.

      Following the occurrence of an event  described in Section 1 of Article IV
hereof,  the Company may, at any time and from time to time,  make a prepayment,
in whole or in part, of its  obligation  hereunder in respect of any one or more
calendar years and any such prepayment shall be irrevocable and non-refundable.

<PAGE>
                                                                              12


VIII. Participant's   and   Beneficiary's   Rights   Hereunder   Are   Personal,
      Nonassignable and Nontransferable.

      1.  The  right of the  Participant  or  Beneficiary  to  receive  payments
hereunder is personal,  non-assignable and  non-transferable by operation of law
or otherwise.  The word  "otherwise"  in the preceding  sentence  shall include,
without limitation, any execution,  levy, garnishment,  attachment or seizure by
any other legal process.

      2. If at the time the Company is to make a payment to the Participant or a
Beneficiary  hereunder the Participant or Beneficiary is not entitled to receive
such payment by reason of  non-compliance  with the  provisions  of Section 1 of
this Article, the obligation of the Company to make such payment shall forthwith
terminate.

IX.   Designation and Identity of Beneficiary.

      1. The  Participant  may  designate a Beneficiary  by signing,  dating and
filing with the Secretary of the Company a written  instrument setting forth the
name(s) and address(es) of the Beneficiary,  and if the Beneficiary be more than
one person or entity,  describing  the  allocation of the payment  benefit among
them. The  Participant  may change his or her  designation of a Beneficiary  and
thereby revoke a prior designation of a Beneficiary at any time and from time to
time by filing a new such written instrument with the Secretary. The Beneficiary
named  in  the  last  unrevoked  designation  of  Beneficiary  so  filed  by the
Participant  prior to his or her death shall be the  Beneficiary for purposes of
this  Agreement.  In  the  absence  of  a  designation  of  Beneficiary  by  the
Participant, or in the event the last written designation of Beneficiary on file
with the Secretary has been revoked by the Participant, the Beneficiary shall be
as described in Section 8 of Article II of this Agreement.

      2. It is a condition of the  Company's  obligation to make payments to the
Beneficiary  hereunder that (a) in making  payments the Company may, in its sole
and absolute discretion,  rely upon signed, written declarations,  verifying the
identity of a Beneficiary filed with the Secretary of the Company by a person or
entity claiming to be such  Beneficiary;  (b) any payment made by the Company in
good faith to any  claimant,  whether or not such  declarations  shall have been
filed with the Company, shall pro tanto,

<PAGE>
                                                                              13


discharge any obligation the Company might otherwise have to make payment to any
and all other actual or possible claimants; (c) any person or entity claiming to
be entitled to receive payments hereunder following the death of the Participant
shall have  recourse only against the person or entity to whom the Company shall
have made payment in good faith; and (d) in the event the Company,  on advice of
counsel, delays payment of any sums becoming due to a Beneficiary by reason of a
dispute as to the  legitimacy  of the claim of such  Beneficiary,  no  interest,
penalty or damage shall  accrue,  become  payable by or be assessed  against the
Company by reason of such delay in payment.

X.    Payment to Minors.

      Any  payment  to be made  by the  Company  to a  person  under  the age of
twenty-one  (21)  years  may be made  to such  person  or to a  guardian  of the
property of such person or to a parent of such person as the Company may, in its
sole and  absolute  discretion,  determine.  As to any payment  becoming  due or
payable to a person  under the age of  twenty-one  (21)  years,  the Company may
defer such payment until the Company has received  notice of the appointment and
qualification  of a guardian of the  property of such  person,  and no interest,
penalty or damage shall  accrue,  become  payable by or be assessed  against the
Company by reason of such delay in payment.

XI.   Miscellaneous Provisions.

      1. An act or determination by the Board of Directors of the Company or the
Employer  may be made by a committee of  directors,  number not less than three,
appointed by the Board for such purpose.

      2. Notices shall be sent by registered or certified  mail,  return receipt
requested, to the Participant at the Participant's last address on file with his
or her Employer or to such other  address as may  hereafter be designated by the
Participant to the Company,  and to the Beneficiary at the address listed in the
latest  written  designation  of  beneficiary  filed  with  the  Company  by the
Participant  or to such other  address as may  hereafter  be  designated  by the
Beneficiary to the Company subsequent to the death of the Participant.

<PAGE>
                                                                              14


      3. The failure of any party to insist upon strict adherence to any term of
this  Agreement  on any occasion  shall not be  considered a waiver of any right
hereunder,  nor shall it deprive  that party of the right  thereafter  to insist
upon  strict  adherence  to that term or any other term of this  Agreement.  Any
waiver must be in writing.

      4. This  Agreement sets forth the entire  understanding  of the parties in
respect of the subject matter hereof, superseding, and evidencing and confirming
the termination of, any and all prior agreements, arrangements or understandings
between  the parties  relating to such  subject  matter,  and neither  party has
relied on any  representations  of the other party except as expressly set forth
herein.  This  Agreement may be amended only by a written  instrument  signed by
both parties.

      5. This Agreement  shall be construed and  interpreted in accordance  with
the laws of the State of New York,  and is  subject to all  applicable  federal,
state and municipal laws and regulations now or hereafter in force.

      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
as of the date first above written.

                                                   /s/ Jean-Marie Dru
                                          --------------------------------------
                                                     Jean-Marie Dru

                                          Omnicom Group Inc.

                                          By          /s/ John Wren
                                          --------------------------------------
                                                      President and
                                                Chief Executive Officer

      Name of Participant:           Jean-Marie Dru
                                     --------------

      Date of Birth:                 24 January 1947
                                     ---------------

      Date First Commenced Service:  1 March 1998
                                     ------------

      Name of Employer:              TBWA Worldwide
                                     --------------