Exhibit 4.4

                               Omnicom GROUP INC.
                        LONG-TERM SHAREHOLDER VALUE Plan

1.    Purpose: The purpose of this plan is to create an equity-based incentive
      program having unique features intended to directly link executive
      compensation with the creation of long-term, sustainable shareholder value
      and to bring Omnicom's compensation structures more in line with
      competitive conditions, thereby assisting in retaining key employees.
      Accordingly, only options may be awarded under this plan and, unlike
      Omnicom's normal option awards, options under this plan generally will not
      vest in whole or in part for six years from the date of grant unless the
      share price increases 50% (in which case 1/3 will vest), 75% (in which
      case 67% will vest) and 100% (in which case 100% will vest).

2.    Plan Terms:

      (a)   Awards: The Compensation Committee of Omnicom's Board of Directors
            may, from time to time and on such terms and conditions as it may
            determine consistent with this plan, authorize awards to employees
            of Omnicom or its subsidiaries (including members of the Board) of
            options to buy up to a total of 9.0 million Omnicom common shares.

      (b)   Nature of Awards: Awards under this plan will be non-qualified stock
            options. Options will have ten-year terms.

      (c)   Exercise Price: The exercise price for any option may not be less
            than the fair market value (based on market prices) of the shares
            covered by the option.

      (d)   Option Agreements: Options may be granted pursuant to option
            agreements in the form annexed to this plan (with such changes in
            the form as the Compensation Committee may from time to time
            approve).

3.    Administration, Etc.: This plan will be administered by the Compensation
      Committee in accordance with the procedures normally applicable to it. The
      Committee will have the power to take or authorize Omnicom to take any
      action contemplated to be taken by Omnicom under this plan or any option
      agreement. The Committee will also have the power to amend or modify this
      plan, but no such amendment or modification may be effected that would
      impair any rights of an optionee under an option theretofore granted
      without the optionee's prior written consent.

4.    Termination: This plan will terminate as to any shares covered by any
      option which do not vest or otherwise become exercisable under the terms
      of an option agreement.