Execution Version



                          SECOND SUPPLEMENTAL INDENTURE



      This SECOND SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated

as of November 4, 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 (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 to surrender their right under Section 3.08(b)

of the Indenture to elect to pay for Securities being purchased by the Issuers

pursuant to Section 3.08(a) of the Indenture with Common Stock;



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

right;



      WHEREAS, Section 9.01(6) of the Indenture provides that the Issuers and

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

Securityholder to surrender any right, power or option conferred by this

Indenture on the Issuers;



      WHEREAS, an Opinion of Counsel and an Officer's Certificate have been

delivered to the Trustee under Section 9.06; and



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

and the Issuers 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 in the Indenture.



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



      2.1 Section 1.01 and Section 1.02 of the Indenture are hereby amended so

that the cross-references to the following definitions contained in Section 1.02

are deleted from Section 1.02 and such definitions are inserted in Section 1.01

in their proper alphabetical order as follows:





{PAGE}



      "cash" means U.S. legal tender;



      "Exchange Act" means the Securities Exchange Act of 1934, as amended; and



      "Securities Act" means the Securities Act of 1933, as amended.



      2.2 Section 1.02 of the Indenture is hereby amended so that the following

definitions are inserted in Section 1.02 in their proper alphabetical order as

follows:



      "Issuers' Notice"...........3.08(c); and



      "Issuers' Notice Date"....3.08(b).



      2.3 Section 1.02 of the Indenture is hereby amended so that the

cross-reference for the following definition is as follows:



      "Purchase Party".............3.08(e).



      2.4 Section 1.02 and Section 12.08 of the Indenture are hereby amended so

that the reference to the defined terms "Company Notice," "Company Notice Date"

and "Market Price" are deleted from the aforementioned sections.



      2.5 Section 3.08 of the Indenture is hereby amended and restated in its

entirety to read as follows:



            "SECTION 3.08 Purchase of Securities at Option of the Holder. (a)

General. Subject to paragraph (e) below, if a Holder exercises its right to

require the Issuers to purchase Securities pursuant to paragraph 7 of the

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