Exhibit 4.2


FORM OF GLOBAL 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.



    	 



    	 



    

FORM OF 3.625% Senior Notes due 2022


 


CUSIP No. 681919AZ9


$500,000,000


No.


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 May 1, 2022 and to pay interest thereon from April 23, 2012 or from the most recent interest payment date to which interest
has been paid or duly provided for, semi-annually on May 1 and November 1 in each year, commencing November 1, 2012, at
the rate of 3.625% 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 15 or
October 15 (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.


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.



    	 



    	 



    

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


 


	Dated: 	OMNICOM GROUP INC.
	 	 
	 	By:	 
	 	Name:	Randall J. Weisenburger
	 	Title:	Executive Vice President and 

Chief Financial Officer
	 	 	 
	 	By:	 
	 	Name: 	Michael O’Brien
	 	Title:	Secretary
	 	 	 
	 	OMNICOM CAPITAL INC.
	 	 
	 	By:	 
	 	Name:	Dennis E. Hewitt
	 	Title:	President and Chief Executive
    Officer
	 	 	 
	 	By:	 
	 	Name:	Michael O’Brien
	 	Title:	Secretary
	 	 	 
	 	OMNICOM FINANCE INC.
	 	 
	 	By:	 
	 	Name:	Randall J. Weisenburger
	 	Title:	Chief Executive Officer and 

Chief Financial Officer
	 	 	 
	 	By:	 
	 	Name:	Michael O’Brien
	 	Title:	Secretary






    	 



    	 



    

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


Deutsche Bank Trust Company Americas, as 

Trustee


By:                                         

Authorized Signatory



    	 



    	 



    

Reverse of Security.


OMNICOM GROUP INC.

OMNICOM CAPITAL INC.

OMNICOM FINANCE INC.


3.625% Senior Notes due 2022


This Security is one of a duly authorized
issue of securities of the Issuers, designated as their 3.625% Senior Notes due 2022 (herein called the “Securities”),
issued and to be issued in one or more Series under an Indenture, dated as of July 1, 2009 (herein called the “Base Indenture”),
between the Issuers and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), as amended and supplemented by the Third Supplemental Indenture, dated as of April
23, 2012 between the Issuers and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, 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, initially limited in aggregate principal amount to $750,000,000. Capitalized terms used
in this Security and not defined herein have the meaning ascribed thereto in the Indenture.


Deutsche Bank Trust Company Americas,
the Trustee under the Indenture has been appointed by the Issuers as paying agent, registrar and custodian 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 30 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 any three primary U.S. Government securities dealer selected by the Issuers and their respective successors.


“Reference Treasury Dealer Quotations”
means, with respect to the Reference Treasury Dealer and any redemption date, the average,
as determined by the Issuers, 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. 


“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.


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.


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 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 $2,000 and integral multiples of $1,000 in excess 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 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.