SNR EXEC. RESTRICTIVE COVENANT AND RETENTION PLAN

                                                                    Exhibit 10.1

                               OMNICOM GROUP INC.

            SENIOR EXECUTIVE RESTRICTIVE COVENANT AND RETENTION PLAN

ARTICLE I - PREAMBLE

1.1 The purpose of this Senior Executive Restrictive Covenant and Retention Plan
(the "Plan") is to secure non-competition,  non-solicitation,  non-disparagement
and consulting  agreements with Executive  Officers for a significant  period of
time,  and  strengthen  the  retention  aspect  of  Executive   Officers'  total
compensation.

1.2 This Plan shall be (i) operated in good faith compliance with the provisions
of Section 409A of the Internal  Revenue Code of 1986, as amended (the "Internal
Revenue  Code"),  prior to the calendar year 2008, and (ii) amended on or before
December 31, 2007 to take into account the  requirements  of Section 409A of the
Internal Revenue Code.

1.3 This Plan may be amended at any time and from time to time by the  Committee
to comply with the  requirements  of Section 409A of the Internal  Revenue Code,
and regulations and interpretations issued thereunder.  Notwithstanding  Section
10.1 of the Plan,  any such  amendment  may be made  without  the consent of any
Participant  or  Beneficiary,  regardless  of whether such  amendment  adversely
affects any benefits or rights of a Participant or Beneficiary arising under the
terms of the Plan.

1.4 This Plan shall be effective as of December 15, 2006.

ARTICLE II - DEFINITIONS

The following terms shall have the meaning set forth below:

2.1 "Annual  Cap" means  $1,250,000  for the first  payment to any  Participant;
provided,  however,  that the Annual Cap shall be adjusted  annually  (beginning
with  the  second  annual  payment  to  the  Participant)  by  the  most  recent
Cost-of-Living   Adjustment   used  by  the  United   States   Social   Security
Administration.  Notwithstanding  anything else to the contrary,  the Annual Cap
shall not be increased by more than 2.5% per calendar year.

2.2 "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.

2.3 "Board" means the Board of Directors of the Company.

2.4  "Committee"  means the  Compensation  Committee  of the Board,  or if there
should be no  Compensation  Committee,  means a committee of not less than three
members of the Board


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none of whom shall,  while serving as a member of the Committee,  be eligible to
receive a benefit under the Plan from the Company.

2.5 "Company" means Omnicom Group Inc., a New York corporation.

2.6 "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 or she was employed by the Employer when such
disability  commenced.  The  Committee  shall  make  all  determinations  as  to
"Disability,"  after a hearing at which the Participant  shall be entitled to be
present with counsel of his or her choice and be heard by the Committee, and the
determination by the Committee shall be final and conclusive.

2.7 "Employee" means any person who is a full-time employee of an Employer.

2.8 "Employer" means the Company or a Subsidiary.

2.9 "Executive  Officer"  means,  as determined by the Board on an annual basis,
the  Company's  president,  any vice  president  of the  Company  in charge of a
principal business unit, division or function (such as sales,  administration or
finance),  any other officer who performs a policy making  function or any other
person who performs similar policy making  functions for the Company.  Executive
Officers of Subsidiaries may be deemed Executive Officers of the Company if they
perform such policy making functions for the Company.

2.10 "Employer Group" means the Company and all Subsidiaries.

2.11 "Final Average Pay" means the  Participant's  average annual Pay determined
using the highest three (3) years of Pay during the Employee's  employment  with
the Employer,  unless otherwise  defined by the  Participant's  Senior Executive
Restrictive Covenant and Retention Plan Agreement.  For this purpose,  only full
years of  employment  will be taken into account and partial years of employment
will be disregarded.

2.12  "Participant"  means a person who  participates  in the Plan in accordance
with Article V below.

2.13 "Plan" means this Omnicom Group Inc. Senior Executive  Restrictive Covenant
and Retention Plan, as may be amended from time to time.

2.14 "Pay"  means the base salary  plus bonus and other  incentive  compensation
earned in respect of any calendar year by the  Participant,  whether or not paid
to the Participant or waived or deferred by the Participant, excluding all other
forms of compensation, such as severance pay, contributions under benefit plans,
and the compensatory elements of stock awards.

2.15  "Percentage"  means  5% plus  2% per  Year of  Executive  Service,  unless
otherwise defined by the Participant's Senior Executive Restrictive Covenant and
Retention Plan Agreement.  Unless otherwise limited by the Participant's  Senior
Executive Restrictive Covenant and Retention Plan Agreement, in no event may the
Percentage exceed 35%.


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2.16 "Senior Executive  Restrictive Covenant and Retention Plan Agreement" means
a written agreement  containing terms and conditions that are deemed appropriate
by the Committee.

2.17  "Subsidiary"  means any  company in which the Company  holds,  directly or
indirectly, 50% or more of its outstanding voting stock.

2.18 "Year of Executive  Service" means each complete or partial Year of Service
during which the Participant was an Executive Officer.

2.19 "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 a member or  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 2.19(b) of the Plan.

            The Participant shall be in the employ of the Employer regardless of
absences by reason of:

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

      (b) 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  fifteen (15) days  following  cessation of work for such other
party.

ARTICLE III - COMPANY'S PAYMENT OBLIGATION CONDITIONAL ON
              PARTICIPANT REFRAINING FROM COMPETITIVE AND OTHER
              ACTIVITIES AFTER SEVERANCE OF EMPLOYMENT

3.1 It is a condition of the Company's  obligation  to make  payments  hereunder
that from the date of the  Participant's  employment  termination  described  in
Section 6.1 of the Plan 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
is entitled to receive payments hereunder:

      (a) that the Participant shall not, directly or indirectly, engage in, nor
become  employed as an employee or retained as a consultant by any of the top 15
marketing  services  organizations  as reported most recently by Advertising Age
(determined  at the time of  entering  into  the  Senior  Executive  Restrictive
Covenant and Retention Plan Agreement),  or any of such marketing organizations'
subsidiaries in the United States or any other country  ("Protected  Business");
provided,  that,  nothing  shall  prohibit  the  Participant  from,  directly or
indirectly,  engaging  in, or becoming  employed as an employee or retained as a
consultant, as described in Article IV or otherwise, by a member of the Employer
Group;


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      (b) that the Participant shall not employ (including to retain, engage, or
conduct business with) or attempt to employ (other than on behalf of a member of
the  Employer  Group) or assist  anyone  else to employ any person who is at the
time of the alleged prohibited  conduct, or was at any time during the preceding
year, an employee of a member of the Employer Group;

      (c) that the Participant  shall not make any oral or written  statement to
any person or entity which disparages in a material way the business  reputation
of the Company or any member of the Employer  Group or the top 50 clients of the
Employer Group; and

      (d) that the Participant  shall not willfully engage in any activity which
is materially harmful to the interests of the Employer Group.

      In the  event  that the  Committee  determines  that the  Participant  has
breached any of the  provisions of Subsections  (a) through (d) above,  it shall
give the Participant written notice thereof stating in detail the particular act
or  failures  that  constitute  such  breach and the  specific  action  that the
Committee requires the Participant to take to cure such alleged breach. Any such
notice  must be  given  within  ninety  (90)  days  after  the  Committee  first
determines  that such acts or failures  constitute a breach.  The Committee must
give the Participant a reasonable  opportunity to cure in all  circumstances  in
which it alleges that the  Participant  has breached  any of the  provisions  of
Subsections (a) through (d) above.  The Participant  shall have ninety (90) days
after  receiving  such notice to remedy such breach.  The  determination  of (i)
whether a business is in the top 15 marketing services organizations as reported
in Advertising Age, (ii) whether the Participant  employed,  attempted to employ
or assisted  anyone else to employ any  employee of the  Employer  Group,  (iii)
whether the Participant  made statements which disparages in a material way, and
(iv)  whether  the  Participant  willfully  engaged  in any  activity  which  is
materially harmful, shall be made by the Committee in good faith after a hearing
at which the  Participant  shall be entitled to be present  with  counsel of his
choice  and be  heard  by the  Committee,  and  any  such  determination  by the
Committee shall be final and conclusive.

3.2 Nothing herein  prohibits or restricts the Participant  from engaging in the
Protected Business in the geographic areas described in Subsection 3.1(a) of the
Plan,  employing,  attempting  to employ or assisting  anyone else to employ any
employee of a member of the Employer Group,  making disparaging  statements,  or
willfully engaging in activity which is harmful to the interests of the Employer
Group  (collectively   "Activities");   provided,  however,  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.


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ARTICLE IV - COMPANY'S PAYMENT OBLIGATION CONDITIONAL ON
             PARTICIPANT'S AVAILABILITY FOR ADVISORY AND
             CONSULTATIVE SERVICES AFTER SEVERANCE OF EMPLOYMENT

4.1 It is a further  condition  of the  Company's  obligation  to make  payments
hereunder  that  from  the  date  of the  Participant's  employment  termination
described  in  Section  6.1 of the  Plan  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 is 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 as an
advisor and  consultant  with respect to activities of the department or unit of
the Company'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  forty-five  (45) business days in the aggregate in
any one calendar year and for more than seven (7)  consecutive  business days in
any one  calendar  year,  and (ii)  during the period