OMNICOM GROUP INC
ALLEN ROSENSHINE EXECUTIVE SALARY
<DOCUMENT>
<TYPE>EX-10.7D
<SEQUENCE>6
<FILENAME>e13715ex10_7d.txt
<DESCRIPTION>ALLEN ROSENSHINE EXECUTIVE SALARY
<TEXT>
                                                                   EXHIBIT 10.7d

                               BBDO WORLDWIDE INC.

                      1989 SEVERANCE COMPENSATION AGREEMENT

      Agreement  made the 9th day of January 1989 by and between BBDO  Worldwide
Inc.  (herein the "Company"),  a New York corporation with its place of business
at 1285 Avenue of the Americas,  New York, New York 10019,  and Allen Rosenshine
(herein the "Participant").

I. Definitions.

The following terms shall have the meaning set forth below:

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

      2. "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.

      3. "Parent" means the company which directly holds all of the  outstanding
voting stock of the Company.

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

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

      6. "Employer" means the Company, a Subsidiary, the Parent, or a Subsidiary
of the Parent.

      7. "Employer Group" means the Company,  all Subsidiaries,  the Parent, and
all Subsidiaries of the Parent.

      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 and the Parent  specified by the Company and  communicated to the
Participant in writing by the Chairman of the Board, President,  Chief Financial
Officer or the Secretary of the Company.

<PAGE>
                                      -2-


      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;

            (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
      employer  contributions  to pension  deferred  profit sharing plans and/or
      savings  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.

<PAGE>
                                      -3-


      (b) "Net profits of the Parent" means the  consolidated net profits of the
Parent  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 Parent, the following shall apply:

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

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

            (iii) any liability of the Company to make payments or payments made
      by the Company under this document, or any liability of the Company or the
      Parent to make  payments  or  payments  made by the  Company or the Parent
      under like or  substantially  similar  documents  with others shall not be
      deducted as an expense;

            (iv) the premiums for and the  proceeds of life  insurance  policies
      payable  to the Parent  and/or a  Subsidiary  of the  Parent  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
      employer  contributions  to pension and/or  deferred profit sharing plans)
      paid or  accrued  in  respect  of a  calendar  year by the  Parent and the
      Subsidiaries of the Parent exceeds  fifty-two (52%) percent of such year's
      consolidated  gross income of the Parent  (income from all sources  except
      for dividends from  Subsidiaries and Affiliates of the Parent,  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  Parent and  Subsidiaries  of the Parent  ("Parent  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  Parent 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,  in any, in
      the  actual  Parent  Debt  Service  for 1989 over the actual  Parent  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

<PAGE>
                                      -4-


      for the immediately  preceding calendar year increased by 20% or increased
      by the percentage increase,  if any, in the actual Parent Debt Service for
      the subject  calendar  year over the actual  Parent  Debt  Service for the
      immediately  preceding  calendar  year,  whichever  results  in the  lower
      amount.

      (c) The  Company,  upon its own  initiative  may, or shall upon receipt of
written  demand from the  Participant  or the  Beneficiary,  as the case may be,
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 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 and the Parent,  the public
accountants  shall  conform to the  accounting  procedures  and practices of the
entity as modified by the provisions of subparagraph (a) and (b) 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.

      (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"  means the  highest  annual rate of salary at
which the Participant was paid by the Employer at any time within five (5) years
of the termination of the Participant's  employment giving rise to the Company's
obligation to make payments under Article III hereof.

<PAGE>
                                      -5-


      13. "Salary Limitation" means the highest percentage of One Year's Salary,
specified by the Company and  communicated  to the Participant in writing by the
Chairman of the Board,  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.

II. 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.

III. 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 1,
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  terminates  his or her  employment  with the  Employer for a reason
other than to enter the employ of another  member of the  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 7 hereof,  an amount  equal to the lesser of (i) the
Salary  Limitation  applied to One  Year's  Salary,  or (ii) the  greater of the
Participation  applied to the net  profits of the  Company or the net profits of
the Parent for the calendar  year  immediately  preceding  the calendar  year of
payment,  the  resulting  amount  being  subject to  adjustment  as  provided in
Sections 2 and 3 of this Article.

<PAGE>
                                      -6-


      2.(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.

      (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 2.

      3. If during any period of  twenty-four  consecutive  months assets of the
Parent are sold or otherwise  disposed of having a value or  aggregate  value of
thirty  (30%)  percent  or more of the  total  assets  of the  Parent  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 of the Parent,
the value of the total assets,  not net assets, of such Subsidiary shall be used
for purposes of this Section 3.

      4. 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.

      5. If  requested by a  Participant,  the Board of Directors of the Company
may, in its sole discretion,  extend a Payment Period of ten (10) calendar years
to fifteen (15) and/or twenty (20) calendar years and  correspondingly  decrease
the obligations of the Company to pay the Participant or the Beneficiary, as the
case may be, in each of the calendar  years of the applicable  extended  Payment
Period,  such decrease to be actually determined on the basis of life expectancy
and interest rates.
<PAGE>
                                      -7-

<TABLE>
<CAPTION>

                           NUMBER OF YEARS OF PAYMENT

                   Years of Service
<S>                <C>   <C>   <C>   <C>   <C>    <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
                   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        30                     1  1  1  2   2
Termination   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>

<PAGE>
                                      -8-


IV.   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 III 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 ("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 wilfully 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 wilfully 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 areas  described in  Subsection  (a) above,  making a
Protected  Investment,  or wilfully 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

<PAGE>
                                      -9-


      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.

V.    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  III  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,  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.

<PAGE>
                                      -10-


VI. Prepayments.

      Following the occurrence of an event described in Section 1 of Article III
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.

VII.  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.

VIII. 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 I 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

<PAGE>
                                      -11-


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,  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.

IX. 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.

X. 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, numbering not less than three,
appointed by the respective 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.

      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.

<PAGE>
                                      -12-


      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/  Allen Rosenshine
                                                ----------------------------
                                                         Participant


                                                BBDO Worldwide Inc.


                                               By /s/ Norman W. Campbell
                                                 -------------------------
                                                   Chairman of the Board and
                                                   Chief Executive Officer


         Name of Participant:  Allen Rosenshine
                               ----------------

         Date of Birth:  March 14, 1939
                         --------------

         Date First Commenced Service:  May 17, 1965
                                        ------------

         Name of Employer: Omnicom Group, Inc.
                           -------------------

</TEXT>
</DOCUMENT>
