Exhibit 4.3

                               OMNICOM GROUP INC.

                              Director Equity Plan
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1.    Purposes. This Plan has been established to provide for the award of
      common shares to members of Omnicom's Board who are not employees or
      former employees and to otherwise allow these directors to participate in
      the ownership of Omnicom's common shares.

2.    Administration.

      (a)   The Plan will be administered by the Compensation Committee of
            Omnicom's Board of Directors, which will have full power and
            authority, subject to the provisions of the Plan, to supervise
            administration, and to interpret the provisions, of the Plan and to
            authorize and supervise any issuance or payment of common shares and
            any crediting or payment of Deferred Shares (as defined in Section 6
            below). No participant in the Plan will participate in the making of
            any decision with respect to any question relating to common shares
            issued under the Plan to that participant only.

      (b)   Any determination or action of the Committee in connection with the
            interpretation or administration of the Plan will be final,
            conclusive and binding on all parties. No member of the Committee
            will be liable for any determination made, or any decision or action
            taken, with respect to the Plan or any issuance of common shares
            under the Plan.

3.    Eligibility. Each member of Omnicom's Board who is not an Omnicom employee
      or a former Omnicom employee will be eligible to receive common shares in
      accordance with this Plan, provided that shares remain available for
      issuance hereunder in accordance with Section 4.

4.    Shares Subject to the Plan. The shares that may be issued or credited to
      accounts pursuant to Section 6 of the Plan will be 50,000 common shares,
      subject to adjustment in accordance with Section 11. Common shares that
      may be issued or credited to accounts under Section 7(a) will not be
      counted against this limit. The adoption of the Plan constitutes a
      reservation of 50,000 common shares for issuance under the Plan.

5.    Compensation in General. The amount of the director retainer fee, the
      director fees for attendance at meetings of Omnicom's Board and/or
      committees thereof and any other compensation paid to the directors for
      services as a director (collectively, the "Director Compensation") will be
      determined from time to time in accordance with Omnicom's By-laws and
      applicable law.

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6.    Compensation in the Form of Common Shares. Each participant will receive
      on a quarterly basis a number of common shares equal to $17,500 (or such
      other amount as determined by the Board from time to time) divided by the
      Fair Market Value (as defined in Section 9(a) below) of one common share
      on the day immediately preceding the date of the award for services to be
      performed in the following quarter. The first quarterly payment will be
      paid on the first business day following the annual meeting of Omnicom's
      shareholders. Each participant may elect to have such common shares paid
      in the form of deferred shares ("Deferred Shares"), which will be credited
      to a book-keeping account in the name of the participant in accordance
      with this Plan. Such shares will count against the maximum number of
      shares authorized and reserved for issuance under the Plan.

7.    Further Elections.

      (a)   Each Participant may elect to have all or any portion of the
            remainder of his or her Director Compensation payable in cash or
            common shares and may further elect to have any Director
            Compensation that the participant has elected to receive in common
            shares paid in the form of Deferred Shares, which will be credited
            to the participant's account. For the portion of a participant's
            Director Compensation that he or she elects to receive in common
            shares, the number of common shares to be issued will equal the cash
            amount that would have been paid divided by the Fair Market Value of
            one common share on the day immediately preceding the date on which
            such cash amount would have been paid.

      (b)   An election pursuant Section 6 and 7(a) must be made in writing and
            delivered to Omnicom prior to the start of the calendar year for
            which the Director Compensation would be payable and such election
            will be irrevocable for the affected calendar year (the "Affected
            Year"). To elect to defer shares during the calendar year in which
            the Plan becomes effective, the participant must make an election
            pursuant to Section 6 and 7(a) prior to the date on which the
            Director Compensation will become earned and payable and such
            election will be irrevocable for the remainder of the Affected Year.
            To elect to defer shares during the first calendar year in which a
            director becomes eligible to participate in the Plan, the new
            director must make an election pursuant to Section 6 and 7(a) prior
            to the date on which the Director Compensation will become earned
            and payable and such election will be irrevocable for the remainder
            of the Affected Year. Each election will remain in effect until
            amended by a subsequent election pursuant to Section 8(b) below or
            until revoked in writing, and any revocation will become effective
            no earlier than the first day of the first calendar year commencing
            after such revocation is received by Omnicom. If a director does not
            file an election form by the specified date, he or she will receive
            $70,000 worth (or such other amount as determined by the Board from
            time to time) of his or her Director Compensation for the year in
            common shares on a current basis and will be deemed to have elected
            to receive the remainder of the Director Compensation in cash.



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8.    Deferral.

      (a)   If a participant elects to receive Deferred Shares, there will be
            credited to the participant's account as of the day such Director
            Compensation would have been paid, the number of Deferred Shares
            which is equal to the number of common shares that would otherwise
            have been delivered to the Participant pursuant to Section 6 and/or
            Section 7(a) on such date. The Deferred Shares credited to the
            participant's account (plus any additional shares credited pursuant
            to Section 8(c) below) will represent the number of common shares
            that Omnicom will issue to the participant at the end of the
            deferral period.

      (b)   The Deferred Shares will be subject to a deferral period beginning
            on the date of crediting to the participant's account and ending
            upon termination of service as a director or such other period as
            the participant may have elected. The period of deferral will be for
            a minimum period of one year, except in the case where the
            participant elects a deferral period determined by reference to his
            or her termination of service as a director. A participant may
            change the period of deferral by filing a subsequent election with
            Omnicom at least six months in advance of the date the participant
            would have received the compensation absent the subsequent election,
            provided that the period of deferral must be for a minimum period of
            one year from the date of the subsequent election. During the
            deferral period, the participant will have no right to transfer any
            rights under his or her Deferred Shares and will have no other
            rights of ownership therein.

      (c)   A participant's account will be credited as of the last day of each
            calendar quarter with that number of additional Deferred Shares
            equal to the amount of cash dividends paid by Omnicom during such
            quarter on the number of common shares equivalent to the number of
            Deferred Shares in the participant's account from time to time
            during such quarter divided by the Fair Market Value of one common
            share on the day immediately preceding the last business day of such
            calendar quarter. Such dividend equivalents, which will likewise be
            credited with dividend equivalents, will be deferred until the end
            of the deferral period for the Deferred Shares with respect to which
            the dividend equivalents were credited.

      (d)   Notwithstanding the foregoing provisions, (i) if, upon the
            participant's termination of service as a director, the value of the
            participant's account is less than $500, the amount of such
            participant's account, at the discretion of the Compensation
            Committee, may be immediately paid to the participant in cash or
            common shares, (ii) if a change in control of Omnicom occurs, the
            amount of each participant's account will immediately be paid to the
            participant in full and (iii) in the event of an unforeseeable
            emergency, as defined in section 1.457-2(h)(4) and (5) of the Income
            Tax Regulations, that is caused by an event beyond the control of
            the participant and that would result in severe financial hardship
            to the individual if acceleration were not permitted, the
            Compensation Committee may in its sole discretion accelerate the
            payment to the participant of the participant's account, but only up
            to the amount necessary to meet the emergency.


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9.    Definitions, etc.

      (a)   For purposes of this Plan, the Fair Market Value of the common
            shares on any date means (i) the closing sale price per common share
            as reported on the principal exchange on which common shares are
            then trading, if any, or if there are no sales on such day, on the
            next preceding trading day during which a sale occurred or (ii) if
            clause (i) does not apply, the fair market value of a common share
            as determined by the Board.

      (b)   Notwithstanding anything to the contrary contained in this Plan, it
            is a condition to the issuance of common shares or Deferred Shares
            that the transaction be registered under applicable securities laws
            and no participant will be able to receive common shares or Deferred
            Shares in payment of all or part of his or her Director Compensation
            unless and until such registration has been effected.

10.   Delivery of Shares. Omnicom will make delivery of certificates
      representing the common shares which a participant is entitled to receive
      within a reasonable period of time.

11.   Adjustments. In the event that, after the Effective Date of this Plan (as
      defined in Section 14), the number of outstanding common shares is
      increased or decreased or such shares are exchanged for a different number
      or kind of shares or other securities by reason of a recapitalization,
      reclassification, stock split-up or combination of shares, adjustments
      will be made by the Board in the number and kind of shares or other
      securities that are credited to accounts hereunder and that may be issued
      under this Plan as it deems to be appropriate.

12.   Termination or Amendment of the Plan. The Compensation Committee may at
      any time terminate, suspend or amend the Plan, provided that any material
      amendment to the Plan, to the extent required by applicable law or stock
      exchange rules, will be subject to shareholder approval. An amendment or
      the termination of this Plan will not adversely affect the right of a
      participant to receive common shares issuable or cash payable at the
      effective date of the amendment or termination.

13.   Miscellaneous.

      (a)   The rights, benefits or interests a participant may have under this
            Plan are not assignable or transferable and will not be subject in
            any manner to alienation, sale or any encumbrances, liens, levies,
            attachments, pledges or charges of the participant or his or her
            creditors.

      (b)   To the extent that the application of any formula described in this
            Plan does not result in a whole number of common shares, the result
            will be rounded upwards to the next whole number.


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      (c)   The adoption and maintenance of this Plan will not be deemed to be a
            contract between Omnicom and the participant to retain his or her
            position as a director of Omnicom.

14.   Effective Date of the Plan. The Plan will be effective immediately upon
      the date of its approval by the shareholders of Omnicom (the "Effective
      Date"). If this Plan is so approved, no new awards may be granted under
      Omnicom's restricted stock plan for non-employee directors, but
      outstanding restricted shares under the restricted stock plan for
      non-employee directors will not be affected.

                                 As Amended by the Compensation Committee of the
                                 Board of Directors on May 25, 2004.


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