Execution Version



                          FIRST SUPPLEMENTAL INDENTURE



            This FIRST  SUPPLEMENTAL  INDENTURE (the  "Supplemental  Indenture")

dated as of February 13, 2004 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 JPMORGAN CHASE BANK,

f/k/a The Chase Manhattan Bank, as trustee under the indenture referred to below

(the "Trustee").



                              W I T N E S S E T H:



            WHEREAS,  the Company and the Trustee have  heretofore  executed and

delivered to the Trustee an Indenture dated February 7, 2001 (the  "Indenture"),

providing  for  the  issuance  of  an  aggregate   principal  amount  of  up  to

$850,000,000 of Liquid Yield Option(TM) Notes due 2031 (the  "Securities"),  all

of which have been issued and  $847,031,000 of which are outstanding on the date

hereof;



            WHEREAS,  the Company desires to cause each of OCI and OFI to become

a co-issuer and co-obligor  under the Indenture and the Securities,  jointly and

severally with each other and with the Company;



            WHEREAS,  it is in the  best  interests  of  each  of OCI and OFI to

become a  co-issuer  and  co-obligor  under  the  Indenture  and the  Securities

inasmuch  as each of OCI and OFI will  derive  substantial  direct and  indirect

benefits from so becoming a co-issuer and co-obligor under the Indenture and the

Securities;



            WHEREAS, it is in the best interests of the Company to guarantee the

obligations  of each  of OCI  and OFI  with  respect  to the  Indenture  and the

Securities;



            WHEREAS,  Section 9.01(4) of the Indenture provides that the Company

and the Trustee may amend or supplement the Indenture without the consent of any

Securityholder  to make any change that does not, as  evidenced by an Opinion of

Counsel delivered to the Trustee,  materially adversely affect the rights of any

Securityholder;



            WHEREAS,  an Opinion of Counsel  has been  delivered  to the Trustee

under Section 9.01(4); and



            WHEREAS,  pursuant to Sections 9.01 and 9.06 of the  Indenture,  the

Trustee and the Company are authorized to execute and deliver this  Supplemental

Indenture;



            NOW THEREFORE,  for good and valuable consideration,  the receipt of

which is hereby  acknowledged,  the Company,  OCI, OFI and the Trustee  mutually

covenant  and agree for the equal and  ratable  benefit  of the  holders  of the

Securities as follows:



      1.  Definitions.  All capitalized  terms used but not defined herein shall

have the meanings given to such terms set forth in the Indenture.



      2. Agreement to Become  Co-Obligor.  By its signature hereto,  each of OCI

and OFI agrees to become a co-issuer of the  Securities  and a co-obligor  under

the Indenture and the

<PAGE>



Securities,  jointly  and  severally  with  each  other  and with  the  Company.

Notwithstanding  anything to the contrary contained in the Indenture, as amended

by this  Supplemental  Indenture,  each of OCI and OFI  may,  by  execution  and

delivery to the Trustee of a supplemental indenture satisfactory to the Trustee,

be released from their respective  obligations hereunder and under the Indenture

and the  Securities  upon (a) the sale or other transfer of its capital stock or

of all or  substantially  all of its assets to an entity that is not the Company

or a Subsidiary  of the Company and which sale is otherwise in  compliance  with

the Indenture,  which release shall be effective  without any action on the part

of the Trustee or any  Securityholder  or (b) with the prior written  consent of

each  applicable  Rating Agency  (which prior written  consent will be deemed to

have been given if each  applicable  Rating  Agency  approves a revised  list of

subsidiaries  of the Company  that are  required  to  guarantee  the  Guaranteed

Obligations  (as defined  below) or otherwise  become an "obligor" in respect of

the  Indenture  and  the  Securities  that  does  not  include  OCI or  OFI,  as

applicable), any such release to become effective upon receipt of notice of such

consent (and, if any  Subsidiary of the Company is required to become  guarantor

of the  Guaranteed  Obligations  or an "obligor" in respect of the Indenture and

the  Securities  in  connection  with the release of OCI or OFI, as  applicable,

pursuant to this Section 2, receipt of the required  guarantee)  by the Trustee.

Upon any such  release,  the Trustee  shall  deliver an  appropriate  instrument

evidencing  such release  upon  receipt of a request by the Company,  OCI or OFI

accompanied by an Officers'  Certificate  certifying as to compliance  with this

Section 2. Any actions  taken  pursuant to this  Section 2 shall not release the

Company as a primary obligor under the Indenture or the Securities.



      3. Amendments. The Indenture be and hereby is amended as follows:



      3.1 The preamble to the Indenture is hereby amended to add each of OCI and

OFI as a party to the Indenture as an issuer of the Securities.



      3.2 Article 1 of the Indenture is hereby amended as follows:



            (a) Section 1.01 of the  Indenture  is hereby  amended to insert the

      following new definition in its proper alphabetic place:



                  "Issuers"  means  each  of the  parties  named  as such in the

            preamble to this Indenture until a successor replaces it pursuant to

            the applicable  provisions of this Indenture and, thereafter,  shall

            mean such successor.  The foregoing sentence shall likewise apply to

            any subsequent such successor or successors.



            (b)  Section  1.01 of the  Indenture  is  amended  by  amending  and

      restating the following  definitions in their entirety  (changes are shown

      in bold italicized text; where only a deletion has been made, the deletion

      is shown in strikethrough italicized text):



                  "Board of Directors" means, with respect to any Issuer, either

            the  board  of  directors  of such  Issuer  or any  duly  authorized

            committee of such board.



                  "Company  Request" or "Company  Order" means,  with respect to

            any Issuer,  a written  request or order  signed in the name of such

            Issuer by any two Officers of such Issuer.





                                      -2-

<PAGE>



                  "Corporate  Trust Office"  means the  principal  office of the

            Trustee at which at any time its corporate  trust  business shall be

            administered,  which  office at the date  hereof is located at 4 New

            York Plaza, 15th Floor, New York, NY 10004, Attention: Institutional

            Trust  Services,  or such other address as the Trustee may designate

            from  time  to time  by  notice  to the  Issuers,  or the  principal

            corporate  trust  office of any  successor  Trustee  (or such  other

            address as a successor  Trustee may  designate  from time to time by

            notice to the Issuers).



                  "Indebtedness"  means, with respect to any Issuer at any date,

            without   duplication,   obligations  of  such  Issuer  (other  than

            nonrecourse  obligations)  for borrowed money or evidenced by bonds,

            debentures, notes or similar instruments of such Issuer.

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