OMNICOM GROUP INC.



                              OMNICOM CAPITAL INC.



                              OMNICOM FINANCE INC.



                                   as Issuers



                          FIRST SUPPLEMENTAL INDENTURE



                           Dated as of March 29, 2006



                            JPMORGAN CHASE BANK, N.A.



                                   as Trustee



                             Senior Debt Securities



<PAGE>





      First Supplemental Indenture dated as of March 29, 2006 among Omnicom

Group Inc., a New York corporation (the "Company"), Omnicom Capital Inc., a

Connecticut corporation ("OCI"), Omnicom Finance Inc., a Delaware corporation

("OFI" and together with the Company and OCI, collectively referred to as the

"Issuers," and each, individually, an "Issuer"), and JPMorgan Chase Bank, N.A.,

a national banking association, as Trustee (the "Trustee").



                              W I T N E S S E T H:



      WHEREAS, the Issuers and the Trustee executed and delivered an indenture

dated as of March 29, 2006 (the "Indenture") to provide for the issuance by the

Issuers from time to time of Securities to be issued in one or more series as

provided in the Indenture;



      WHEREAS, the issuance and sale of up to $1,000,000,000 aggregate principal

amount of a series of the Issuers' 5.90% Senior Notes due 2016 (the

"Securities") have been authorized by the boards of directors of each of the

Issuers;



      WHEREAS, the Issuers desire to issue and sell $1,000,000,000 aggregate

principal amount of the Securities on the date hereof;



      WHEREAS,  the  Issuers  desire to enter into this  Supplemental  Indenture

pursuant to Sections  2.2,  2.14.1 and 9.1 of the  Indenture to  supplement  the

Indenture to establish the form and terms of the Securities; and



      NOW, THEREFORE, THIS INDENTURE WITNESSETH, that, for and in

consideration of the above premises, it is mutually covenanted and agreed, for

the equal and proportionate benefit of all Holders of the Securities, as

follows:



                                   ARTICLE ONE

                                   DEFINITIONS



      Section 1.1  Relation to Base Indenture.



      This Supplemental Indenture constitutes an integral part of the

Indenture. In the event of inconsistencies between the Indenture and this

Supplemental Indenture, the terms hereof shall govern.



      Section 1.2  Definitions.



      All of the terms used in this Supplemental Indenture which are defined

in the Indenture shall have the meanings specified in the Indenture, unless

otherwise provided herein or unless the context otherwise requires, and for the

purposes of this Supplemental Indenture, the following terms have the meanings

set forth in this Section:



      "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





                                       1

<PAGE>



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.



      "Consolidated Net Worth" means the consolidated net worth of the

Company, as determined in accordance with GAAP.



      "Debt" of any Person means, without duplication: (a) all indebtedness

of such Person for borrowed money; (b) all obligations of such Person for the

deferred purchase price of property or services (other than earn-out payment

obligations of such Person in connection with the purchase of property or

services to the extent they are still contingent); (c) all obligations of such

Person evidenced by notes, bonds, debentures or other similar instruments; (d)

all obligations of such Person created or arising under any conditional sale or

other title retention agreement with respect to property acquired by such Person

(even though the rights and remedies of the seller or lender under such

agreement in the event of default are limited to repossession or sale of such

property); (e) all obligations of such Person as lessee under leases to the

extent that such leases have been or should be, in accordance with GAAP,

recorded as capital leases; (f) all obligations, contingent or otherwise, of

such Person in respect of acceptances, letters of credit or similar extensions

of credit; (g) all obligations of such Person in respect of Hedge Agreements;

(h) all Debt of others referred to in clauses (a) through (g) above or clause

(i) below and other payment obligations guaranteed, directly or indirectly, in

any manner by such Person, or in effect guaranteed, directly or indirectly, by

such Person through an agreement (1) to pay or purchase such Debt or to advance

or supply funds for the payment or purchase of such Debt, (2) to purchase, sell

or lease (as lessee or lessor) property, or to purchase or sell services,

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC