Execution Version



                          THIRD SUPPLEMENTAL INDENTURE



            This THIRD SUPPLEMENTAL INDENTURE (the "Supplemental Indenture")

dated as of November 10, 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 together with the

Company and OCI, the "Issuers"), and JPMORGAN CHASE BANK, as trustee under the

indenture referred to below (the "Trustee").



                              W I T N E S S E T H:



            WHEREAS, the Issuers and the Trustee have heretofore executed and

delivered to the Trustee an Indenture dated June 10, 2003, as amended by the

First Supplemental Indenture, dated as of November 5, 2003 and the Second

Supplemental Indenture, dated as of November 4, 2004 (as so amended, the

"Indenture"), providing for the issuance of an aggregate principal amount of up

to $600,000,000 of Zero Coupon Zero Yield Convertible Notes due 2033 (the

"Securities"), all of which have been issued and are outstanding on the date

hereof;



            WHEREAS, the Issuers desire (i) to surrender their right to pay

Securityholders who are converting their Securities pursuant to Article 10 of

the Indenture with shares of Common Stock and (ii) to surrender their right to

designate a financial institution to deliver shares of Common Stock upon

conversion pursuant to Article 10 of the Indenture;



            WHEREAS, it is in the best interests of the Issuers to surrender

such rights;



            WHEREAS, Sections 9.02(2) and 9.02(5) of the Indenture provides that

the Issuers and the Trustee may amend or supplement the Indenture only with the

consent of affected Securityholders;



            WHEREAS, only those Securityholders who have consented to this

Supplemental Indenture (the "Consenting Securityholders") and their respective

outstanding Notes shall be bound by it;



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

under Section 9.02; and



            WHEREAS, pursuant to Sections 9.02 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 Issuers 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.





{PAGE}



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



            2.1   Section 10.02 of the Indenture is hereby amended and restated

                  in its entirety to read as follows, with respect to the

                  Consenting Securityholders only:



"SECTION 10.02 Conversion Procedure.



      To convert a Security a Holder must satisfy the requirements in paragraph

9 of the Securities. The date on which the Holder satisfies all those

requirements is the conversion date (the "Conversion Date").



      As soon as practicable following the Conversion Date, the Issuers will

deliver, directly or through the Conversion Agent, an amount in cash (the "Cash

Amount") equal to the Initial Principal Amount at Maturity of the Securities

surrendered for conversion. The difference, if positive, between the Conversion

Value and the Initial Principal Amount at Maturity of the Securities surrendered

for conversion (the "Premium") may be satisfied, at the option of the Issuers,

exercisable at any time or from time to time, by an instrument in writing signed

by the Issuers, by delivering to a Converting Holder, in addition to the Cash

Amount, either (i) an amount in cash equal to the Premium or (ii) the number of

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