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Sixth Supplemental Indenture

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Exhibit 10.1 SIXTH SUPPLEMENTAL INDENTURE

SIXTH SUPPLEMENTAL INDENTURE (the " Supplemental Indenture" ) dated as of June 21, 2010 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 DEUTSCHE BANK TRUST COMPANY AMERICAS (as successor to JPMorgan Chase Bank, N.A.), 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 are parties to an Indenture, dated as of June 10, 2003, as amended by the First Supplemental Indenture, dated as of November 5, 2003, the Second Supplemental Indenture, dated as of November 4, 2004, the Third Supplemental Indenture, dated as of November 10, 2004, the Fourth Supplemental Indenture, dated as of June 30, 2006 and the Fifth Supplemental Indenture, dated as of June 8, 2010 (as so amended, the " Indenture" ), providing for the issuance of an aggregate principal amount of $600,000,000 of Zero Coupon Zero Yield Convertible Notes due 2033 (the " 2033 Securities" ), $84,000 of which are outstanding as 2033 Securities on the date hereof and $406,622,000 of which are outstanding as Zero Coupon Zero Yield Convertible Notes due 2038 (the " Securities" ) on the date hereof;

WHEREAS, the Issuers desire to amend the Indenture and, for the avoidance of doubt, to make corresponding changes to the Securities, with respect to Securityholders that have consented to the Amendments (defined below) to (i) make Contingent Cash Interest payable only after June 16, 2014 and (ii) eliminate the Issuers' right to redeem the Notes prior to June 17, 2013 (the " Amendments" );

WHEREAS, it is in the best interests of the Issuers to pursue the Amendments;

WHEREAS, Section 9.02(2) of the Indenture provides that the Issuers and the Trustee may amend or supplement the Indenture and the Securities only with the written consent of affected Securityholders to, among other things, make any change that adversely affects the right to receive Contingent Cash Interest;

WHEREAS, as of the date hereof, the Securityholders holding $398,215,000 aggregate principal amount of Securities consented to the Amendments (together with any additional Securityholders that consent to the Amendments after the date hereof, the " Consenting Securityholders" ) ;

WHEREAS, the Issuers will issue to each Consenting Securityholder amended notes to give effect to the Amendments (the " Amended Notes" ) and will cancel an equal aggregate principal amount of Securities (the " Original Notes" ) held by such Consenting Securityholder;

WHEREAS, an Officers' Certificate and an Opinion of Counsel have been delivered to the Trustee under Sections 9.06 and 12.04 of the Indenture; and


WHEREAS, pursuant to Sections 9.02 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 set forth in the Indenture.

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

2.1 (a) The following definitions in Section 1.01 of the Indenture are hereby amended as follows:

"" 144A Global Security" means a permanent Global Security in the form of the Security attached hereto as Exhibits A-1, A-1-2, A-1-1 and A-1-1-2, and that is deposited with and registered in the name of the Depositary, representing Securities sold in reliance on Rule 144A under the Securities Act."

"" Global Securities" means Securities that are in the form of the Securities attached hereto as Exhibits A-1, A-1-2, A-1-1 and A-1-1-2, and to the extent that such Securities are required to bear the Legend required by Section 2.06(f), such Securities will be in the form of a 144A Global Security."

"" Restricted Security" means a Security required to bear the restrictive legend set forth in the form of Security set forth in Exhibits A-1, A-1-2, A-1-1 and A-1-1-2 and A-2 of this Indenture."

(b) Section 1.01 of the Indenture is hereby further amended to add the following definitions in their proper alphabetical location:

" Amended Notes" means any of the Zero Coupon Zero Yield Convertible Notes due 2033 and Zero Coupon Zero Yield Convertible Notes due 2038 issued under the Indenture on or after June 21, 2010 in the form of Exhibits A-1-2 or A-1-1-2 hereto upon cancellation of an equal principal amount of Original Notes, as such form of note may be amended from time to time."

" Original Notes" means any of the Zero Coupon Zero Yield Convertible Notes due 2033 and Zero Coupon Zero Yield Convertible Notes due 2038 that are not Amended Notes."

2.2 (a) The first paragraph of Section 2.01 of the Indenture is hereby amended and restated as follows:

" The Securities and the Trustee' s certificate of authentication shall be substantially in the form of Exhibits A-1, A-1-2, A-1-1 and A-1-1-2, which are a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement required by usage is in a form2


acceptable to the Issuers). The Issuers shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication."

(b) Section 2.01(e) of the Indenture is hereby amended and restated in its entirety to read as follows:

" Certificated Securities. Securities not issued as interests in the Global Securities will be issued in certificated form substantially in the form of Exhibit A-2 attached hereto. The Form of the Reverse Side of the Security in Exhibits A-1, A-1-2, A-1-1 and A-1-1-2, as applicable, will be incorporated into Exhibit A-2."

(c) The penultimate paragraph of Section 2.02 is hereby amended and restated in its entirety as follows:

" The Trustee shall authenticate and deliver Securities for original issue in the aggregate Initial Principal Amount at Maturity of up to $600,000,000 upon a Company Order without any further action by the Issuers. The aggregate Initial Principal Amount at Maturity outstanding at any time may not exceed the amount set forth in the foregoing sentence, except as provided in Section 2.07. Notwithstanding any other provisions of this Indenture, on or after June 21, 2010, the Issuers may accept consents from Holders of Original Notes with respect to the amendments reflected in the Amended Notes and the Issuers will cancel such Holders Original Notes for which consent has been delivered and replace such Original Notes with an equal aggregate principal amount of Amended Notes. In order to effect any such consent, the Issuers shall, upon receipt by the Issuers from any such Securityholder of any documents the Issuers determine are necessary to enable the Issuers to comply with the terms and conditions of this Indenture, instruct the Trustee to (i) replace such Original Notes for an equal aggregate principal amount of Amended Notes in accordance with Sections 2.01, 2.06 and 2.12 of this Indenture and (ii) cancel the corresponding aggregate principal amount of Original Notes so replaced in accordance with Section 2.10 of this Indenture."

(d) Section 2.06(f) of the Indenture is hereby amended and restated in its entirety to read as follows:

" If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1, A-1-2, A-1-1 and A-1-1-2 and A-2 setting forth such restrictions (collectively, the " Legend" ), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Issuers and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Issuers and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the Securities Act or that such Securities are not " restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Issuers to the Trustee and Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Issuers, shall authenticate and deliver a Security that does not bear the Legend.3


If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Issuers, the Legend shall be reinstated."

2.3 New EXHIBIT A-1-1-2 (Amended Notes - Form of Face of Global Security) shall be added as follows:" EXHIBIT A-1-1-2

[FORM OF FACE OF GLOBAL SECURITY]

FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THIS SECURITY IS DEEMED TO BE ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE IS JUNE 30, 2006, AND THE YIELD TO MATURITY FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS 7.34% PER ANNUM. THE HOLDER OF THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: OMNICOM GROUP INC., 437 MADISON AVENUE, 9TH FLOOR, NEW YORK, NEW YORK 10022, ATTENTION: GENERAL COUNSEL.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR' S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT" ), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE4


ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE " RESALE RESTRICTION TERMINATION DATE" ) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH OMNICOM GROUP INC. (THE " COMPANY" ), OMNICOM CAPITAL INC. (" CAPITAL" ) OR OMNICOM FINANCE INC. (" FINANCE" AND TOGETHER WITH THE COMPANY AND CAPITAL, THE " ISSUERS" ) OR ANY AFFILIATE OF ANY OF THEM WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A " QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL " ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL " ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY' S AND THE TRUSTEE' S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.5
OMNICOM GROUP INC.
OMNICOM CAPITAL INC.
OMNICOM FINANCE INC. Zero Coupon Zero Yield Convertible Note due 2038

No. U-2 Issue Date:

CUSIP:

OMNICOM GROUP INC., a New York corporation (the " Company" ), OMNICOM CAPITAL INC., a Connecticut corporation (" OCI" ), and OMNICOM FINANCE INC., a Delaware corporation (" OFI" and, together with the Company and OCI, the " Issuers" ), promise to pay, jointly and severally, to Cede & Co. or registered assigns, the Initial Principal Amount at Maturity of [_______________________________ ($________)],, or if greater, the Principal Amount at Maturity, on July 1, 2038.

This Security shall bear no interest other than Contingent Cash Interest, if any, and Contingent Additional Principal will accrue as specified on the other side of this Security. This Security is convertible as specified on the other side of this Security.

Additional provisions of this Security are set forth on the other side of this Security.Dated:OMNICOM GROUP INC. By: _____________________________ OMNICOM CAPITAL INC. By: _____________________________ OMNICOM FINANCE INC. By: _____________________________
6


TRUSTEE' S CERTIFICATE OF AUTHENTICATION

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture (as defined on the other side of this Security).By Authorized Officer
7
[FORM OF REVERSE SIDE OF ZERO COUPON ZERO YIELD CONVERTIBLE NOTE] Zero Coupon Zero Yield Convertible Note due 2038

1. Interest.

This Security shall not bear interest, except as specified in this paragraph or in paragraph 5 hereof. If the Principal Amount at Maturity hereof or any portion of such Principal Amount at Maturity is not paid when due (whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the date set for payment of the Redemption Price pursuant to paragraph 6 hereof, upon the date set for payment of the Purchase Price or Change in Control Purchase Price pursuant to paragraph 7 hereof or upon the maturity of this Security) or if Contingent Cash Interest, if any, due hereon or any portion of such interest is not paid when due in accordance with paragraph 5 hereof, then in each such case the overdue amount shall, to the extent permitted by law, bear interest at the sum of the rate of 1% per annum plus a percentage per annum equal to the rate of accrual of Contingent Additional Principal, if any, compounded semiannually, which interest shall accrue from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand. The accrual of such interest on overdue amounts shall be in lieu of, and not in addition to, the continued accrual of Contingent Additional Principal.

2. Method of Payment.

Subject to the terms and conditions of the Indenture, and except as otherwise provided in the Indenture, the Issuers or the Purchase Party will make payments in respect of Redemption Prices, Purchase Prices, Change in Control Purchase Prices and at maturity of this Security to Holders who surrender Securities to a Paying Agent to collect such payments in respect of the Securities. In addition, the Issuers will pay Contingent Cash Interest, if any. The Issuers or the Purchase Party will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Issuers or the Purchase Party may make such cash payments by check payable in such money if the Security is not registered in the name of Cede & Co. or a nominee thereof. If the Security is registered in the name of Cede & Co. or a nominee thereof, the Issuers or the Purchase Party may make such cash payments by wire transfer. Any payment required to be made on any day that is not a Business Day will be made on the next succeeding Business Day.

3. Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent.

Deutsche Bank Trust Company Americas (the " Trustee" ), will act as Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent. The Issuers may appoint and change any Paying Agent, Conversion Agent, Registrar or co-registrar or Bid Solicitation Agent without notice, other than notice to the Trustee, except that the Issuers will maintain at least one Paying Agent in the State of New York, City of New York, Borough of Manhattan, which shall initially be an office or agency of the Trustee. The Issuers or any of their Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar. None
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