364-Day Credit Agreement - Omnicom Finance Inc., Omnicom Finance PLC, Omnicom Capital Inc., Salomon Smith Barney Inc., Citibank NA, Bank of Nova Scotia, Chase Manhattan Bank and Sanpaolo Imi SpA


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                 OMNICOM FINANCE INC., OMNICOM FINANCE PLC, and
                              OMNICOM CAPITAL INC.,
                                  as Borrowers

                           THIRD AMENDED AND RESTATED
                            364-DAY CREDIT AGREEMENT

                           Dated as of April 30, 1999,

                 Amended and Restated as of April 27, 2000, and
                  Amended and Restated as of July 31, 2000, and
                    Amended and Restated as of April 26, 2001

                           SALOMON SMITH BARNEY INC.,
                        as Lead Arranger and Book Runner

                                 CITIBANK, N.A.,
                             as Administrative Agent

                            THE BANK OF NOVA SCOTIA,
                             as Documentation Agent

                                       and

                            THE CHASE MANHATTAN BANK,
                              FLEET NATIONAL BANK,
                                       and
                              SANPAOLO IMI S.p.A.,
                              as Syndication Agents

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THIRD AMENDMENT AND RESTATEMENT (this "Third Amendment and
Restatement") dated as of April 26, 2001 of the 364-Day Credit 
Agreement referred to below, among: OMNICOM FINANCE INC., a corporation 
organized and existing under the laws of Delaware ("OFI"); OMNICOM 
FINANCE PLC (formerly, Omnicom Finance Limited), a corporation 
organized and existing under the laws of England and Wales ("OFL"); 
OMNICOM CAPITAL INC., a corporation organized and existing under the 
laws of Connecticut ("OCI" and, together with OFI and OFL, each a 
"Borrower", and collectively, the "Borrowers" ); OMNICOM GROUP INC. 
(the "Guarantor"); each of the financial institutions listed in 
Schedule I hereto (each a "Bank", and collectively the "Banks") and 
CITIBANK, N.A., as administrative agent for the Banks (in such 
capacity, together with its successors in such capacity, the 
"Administrative Agent"); SALOMON SMITH BARNEY INC., as lead arranger 
and book runner; THE BANK OF NOVA SCOTIA, as documentation agent (the 
"Documentation Agent"); and THE CHASE MANHATTAN BANK, FLEET NATIONAL 
BANK and SANPAOLO IMI S.p.A., as syndication agents (the "Syndication 
Agents", and collectively, together with the Administrative Agent
and the Documentation Agent, the "Agents").

OFI, OFL, certain of the Banks and the Agents are parties to a
364-Day Credit Agreement, dated as of April 30, 1999 and, together with 
OCI, are party to a subsequent Amended and Restated 364-Day Credit 
Agreement, dated as of April 27, 2000 and a Second Amended and Restated 
Credit Agreement dated as of July 31, 2000 (as in effect immediately 
prior to the effectiveness of this Third Amendment and Restatement 
pursuant to Section 4 hereof, the "Existing Credit Agreement"), 
providing, subject to the terms and conditions thereof, for extensions 
of credit (by the making of loans) by the Banks to the Borrowers in
an aggregate principal amount not exceeding $1,000,000,000 at any one 
time outstanding. The Borrowers, the Banks signatory hereto and the 
Agents wish to amend and restate the Existing Credit Agreement to 
extend the Commitment Termination Date (as defined in the Existing 
Credit Agreement) for an additional 364 days; and the bank identified 
under the heading "ADDITIONAL BANK" on the signature pages hereto 
wishes to become party to the Existing Credit Agreement pursuant to 
this Third Amendment and Restatement and undertake a Commitment, as
of the Existing Commitment Termination Date (as defined in the Existing 
Credit Agreement), in the amount specified opposite such bank's name 
on Schedule I to this Third Amendment and Restatement. Accordingly, 
the parties hereto hereby agree to amend the Existing Credit Agreement 
in certain respects as set forth herein and to restate the Existing 
Credit Agreement as so amended (the Existing Credit Agreement as so 
amended and restated, the "Third Amended and Restated Credit Agreement"):

Section 1. Definitions. Except as otherwise defined herein, terms defined
in the Existing Credit Agreement are used herein as defined therein.

Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 of this Third Amendment and Restatement, but
effective on the Effective Date (as defined below), (i) each of the Existing
Credit Agreement and the Guaranty is hereby amended as set forth below, and
(ii) the Existing Credit Agreement is restated to read in its entirety as set
forth in the Existing Credit Agreement, which is hereby incorporated herein by
reference, with the amendments set forth below:

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                       -2-


            A. References in the Existing Credit Agreement to "this Agreement"
      (and indirect references such as "hereunder", "hereby", "herein" and
      "hereof") shall be deemed to be references to the Third Amended and
      Restated Credit Agreement.

            B. Section 1.01 of the Existing Credit Agreement shall be amended by
      adding the following new definition for "Third Amended and Restated Credit
      Agreement" and inserting the same in the appropriate alphabetical location
      and by amending and restating the following definition for "Commitment" to
      read in its entirety as follows:

                  "Third Amended and Restated Credit Agreement" shall mean this
            Agreement as amended and restated by the Amendment and Restatement
            dated as of April 27, 2000, the Second Amendment and Restatement
            dated as of July 31, 2000 and the Third Amendment and Restatement
            dated as of April 26, 2001 among the Borrowers, the Guarantor, the
            Banks signatory thereto and the Agents.

                  "Commitment" shall mean, for each Bank, the amount set forth
            opposite such Bank's name in Schedule I to the Third Amended and
            Restated Credit Agreement, as the same may be (x) reduced from time
            to time pursuant to Section 4.02 and/or Section 10, (y) increased
            pursuant to Section 4.04 and/or (z) adjusted from time to time as a
            result of assignments to or from such Bank pursuant to Section
            12.04(b).

            C. Section 4.03 of the Existing Credit Agreement is amended by
      deleting paragraph (a) in its entirety and inserting a new paragraph (a)
      as follows:

                  "(a) The "Commitment Termination Date" shall be April 25, 2002
            or such later date to which the Commitment Termination Date has been
            extended pursuant to this Section 4.03."

            D. Section 4.03(b) of the Existing Credit Agreement is amended by
      deleting the reference to "Consent Date (as hereinafter defined)" at the
      end of the first sentence and replacing it with "Existing Commitment
      Termination Date".

            E. Section 4.03(d) of the Existing Credit Agreement is amended by
      deleting the reference to "Consent Date" and replacing it with "Existing
      Commitment Termination Date".

            F. Section 4.04 of the Existing Credit Agreement is amended and
      restated in its entirety to read as follows:

                  "4.04 Increase of Commitments. The Guarantor shall have the
            right, at any time prior to the then Existing Commitment Termination
            Date, without the consent of the Required Banks, to effect an
            increase or increases in the Total Commitment to any amount up to
            $1,000,000,000; provided that (i) each increase shall be in a
            minimum amount of $1,000,000 and multiples of $1,000,000 in excess
            thereof; (ii) no Default or Event of Default has occurred and is
            continuing;

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -3-


            and (iii) one or more of the existing Banks agree, but are not
            required to agree, to increase their respective Commitments
            hereunder and/or one or more new banks, satisfactory to the
            Guarantor and reasonably satisfactory to the Administrative Agent,
            agree to provide Commitments hereunder. Notice from the Guarantor
            requesting such increase shall be given to the Banks, with a copy to
            the Administrative Agent, at least three Business Days before the
            proposed effective date for such increase. An increase in the Total
            Commitments pursuant to this Section 4.04 shall not, however, be
            permitted if the Total Commitment shall have been reduced pursuant
            to Section 4.02(b) during the preceding four months."

            G. Schedule I of the Existing Credit Agreement is deleted in its
      entirety and replaced with the schedule set forth in Schedule I to this
      Third Amendment and Restatement.

            H. Section 6(e) of the Guaranty is hereby amended by deleting the
      first reference to "December 31, 1998" in the first sentence thereof and
      replacing it with "December 31, 2000" and by deleting the reference to
      "December 31, 1998 through the date hereof" in the third sentence thereof
      and replacing it with "December 31, 2000 through April 26, 2001".

      Section 3. Representations and Warranties. Each Borrower (but only OFI and
OCI with respect to Section 7.09) represents and warrants to the Banks as of the
Effective Date that the representations and warranties set forth in Section 7 of
the Existing Credit Agreement are true and correct as to itself on and as of the
Effective Date as though made on and as of the Effective Date (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date) and as if each reference in said
Section 7 to "this Agreement" included reference to the Third Amended and
Restated Credit Agreement. The Guarantor represents and warrants to the Banks as
of the Effective Date that the representations and warranties (after giving
effect to the amendment in Section 2 H of this Third Amendment and Restatement)
set forth in Section 6 of the Guaranty are true and correct as to itself on and
as of the Effective Date as though made on and as of the Effective Date (or, if
any such representation or warranty is expressly stated to have been made as of
a specific date, as of such specific date). Each Borrower and the Guarantor
represents and warrants to the Banks as of the Effective Date that no event has
occurred and is continuing that constitutes a Default or Event of Default (and
the parties agree that breach of any of the representations and warranties in
this Section 3 shall constitute an Event of Default under Section 10.02 of the
Third Amended and Restated Credit Agreement).

      Section 4. Conditions to Effectiveness. The amendment and restatement set
forth in Section 2 of this Third Amendment and Restatement shall become
effective on the date (the "Effective Date") on which the Administrative Agent
shall notify the Guarantor that the following conditions precedent have been
satisfied (and the Administrative Agent shall promptly notify the Banks of the
occurrence of the Effective Date):

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -4-


            (a) Documents. The Administrative Agent shall have received the
      following documents (with sufficient copies for each Bank), each of which
      shall be satisfactory to the Administrative Agent in form and substance:

                  (1) Execution by All Parties. Counterparts of this Third
            Amendment and Restatement, duly executed and delivered by each
            Borrower, the Guarantor, the Administrative Agent and each Bank (it
            being understood and agreed that by its execution of this Third
            Amendment and Restatement, the Guarantor confirms its obligations
            under the Guaranty with respect to the Third Amended and Restated
            Credit Agreement).

                  (2) Notes. For Barclays Bank PLC, a Note substantially in the
            form of Exhibit B to the Existing Credit Agreement, executed and
            delivered by each of the Borrowers to evidence each such Bank's
            Loans.

                  (3) Other Documents. Such other documents as the
            Administrative Agent may reasonably request, all in form and
            substance satisfactory to the Administrative Agent.

            (b) Fees and Expenses. The Administrative Agent shall have received
      evidence satisfactory to it that (i) the Borrowers and the Guarantor shall
      have paid in full all fees, expenses and interest due and payable to the
      Administrative Agent and the Banks under the Existing Credit Agreement,
      including, without limitation, all amounts due and owing to Dresdner Bank
      AG, (ii) the Guarantor shall have paid all accrued fees and expenses of
      the Administrative Agent (including the reasonable fees and expenses of
      counsel to the Administrative Agent) in connection with this Third
      Amendment and Restatement and (iii) the Guarantor shall have paid to the
      Administrative Agent for account of the Banks such up-front or other fees
      in connection with the execution of this Third Amendment and Restatement
      as the Guarantor and the Administrative Agent shall have agreed upon.

      Section 5. Miscellaneous. Except as herein provided, the Existing Credit
Agreement shall remain unchanged and in full force and effect. This Third
Amendment and Restatement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same agreement and any of the
parties hereto may execute this Third Amendment and Restatement by signing any
such counterpart. This Third Amendment and Restatement shall be governed by, and
construed in accordance with, the law of the State of New York.

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -5-


      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Third Amendment and Restatement as of the
day and year first above written.

                            BORROWERS:

                            OMNICOM FINANCE INC.

                            By: /s/ Dennis E. Hewitt
                                ------------------------
                              Name:  Dennis E. Hewitt
                              Title: Treasurer

                            OMNICOM FINANCE PLC

                            By: /s/ Dennis E. Hewitt
                                ------------------------
                              Name:  Dennis E. Hewitt
                              Title: Director

                            By: /s/ Barry J. Wagner
                                ------------------------
                              Name:  Barry J. Wagner
                              Title: Director

                            OMNICOM CAPITAL INC.

                            By: /s/ Dennis E. Hewitt
                                ------------------------
                              Name:  Dennis E. Hewitt
                              Title: President

                            GUARANTOR:

                            OMNICOM GROUP INC.,
                              as Guarantor

                            By: /s/ Dennis E. Hewitt
                                ------------------------
                              Name:  Dennis E. Hewitt
                              Title: Treasurer

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -6-


                            BANKS:

                            CITIBANK, N.A.,
                              as Administrative Agent and as Bank

                            By: /s/ Carolyn A. Kee
                                ------------------------
                              Name:  Carolyn A. Kee
                              Title: Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -7-


                            THE BANK OF NOVA SCOTIA
                             as Documentation Agent and as Bank

                            By: /s/ John Campbell
                                ------------------------
                              Name:  John Campbell
                              Title: Unit Head

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -8-


                            THE CHASE MANHATTAN BANK
                              as Syndication Agent and as Bank

                            By: /s/ Constance M. Coleman
                                ------------------------
                              Name:  Constance M. Coleman
                              Title: Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -9-


                            FLEET NATIONAL BANK,
                              as Syndication Agent and as Bank

                            By: /s/ Thomas J. Levy
                                ------------------------
                              Name:  Thomas J. Levy
                              Title: Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -10-


                            SANPAOLO IMI S.p.A.
                              as Syndication Agent and as Bank

                            By: /s/ Carlo Persico
                                ------------------------
                              Name:  Carlo Persico
                              Title: G.M.

                            By: /s/ Robert Wurster
                                ------------------------
                              Name:  Robert Wurster
                              Title: FVP

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -11-


                            SCOTIABANC, INC.

                            By: /s/ W.J. Brown
                                ------------------------
                              Name:  W.J. Brown
                              Title: Managing Director

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -12-



                            SVENSKA HANDELSBANKEN

                            By: /s/ Paul Breakspear
                                ------------------------
                              Name:  Paul Breakspear
                              Title: Account Manager

                            By: /s/ Simon Silvester
                                ------------------------
                              Name:  Simon Silvester
                              Title: Head of London Branch

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -13-


                            HSBC BANK USA

                            By: /s/ Diane M. Zieske
                                ------------------------
                              Name:  Diane M. Zieske
                              Title: First Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -14-


                            WACHOVIA BANK, N.A.

                            By: /s/ Elizabeth M. Phelan
                                ------------------------
                              Name:  Elizabeth M. Phelan
                              Title: Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -15-


                            PNC BANK, NATIONAL ASSOCIATION

                            By: /s/ Donald V. Davis
                                ------------------------
                              Name:  Donald V. Davis
                              Title: Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -16-


                            SUMITOMO MITSUI BANKING CORPORATION
                              (formerly known as The Sumitomo Bank, Limited)

                            By: /s/ C. Michael Garrido
                                ------------------------
                              Name:  C. Michael Garrido
                              Title: Senior Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -17-


                            MELLON BANK, N.A.

                            By: /s/ Maria N. Sisto
                                ------------------------
                              Name:  Maria N. Sisto
                              Title: Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -18-


                            FIRSTAR BANK, NA

                            By: /s/ Robert A. Flosbach
                                ------------------------
                              Name:  Robert A. Flosbach
                              Title: Senior Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -19-


                            BANK ONE, NA (MAIN OFFICE CHICAGO)

                            By: /s/ Mahua G. Thakurta
                                ------------------------
                              Name:  Mahua G. Thakurta
                              Title: Commercial Banking Officer

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -20-


                            THE BANK OF NEW YORK

                            By: /s/ Roger A. Grossman
                                ------------------------
                              Name:  Roger A. Grossman
                              Title: Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -21-


                            ADDITIONAL BANK:

                            BARCLAYS BANK PLC

                            By: /s/ Marlene Wechselblatt
                                ------------------------
                              Name:  Marlene Wechselblatt
                              Title: Vice President

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT



                                      -22-


                                                                      SCHEDULE I

                             Schedule of Commitments
                             -----------------------

Lenders                                                               Commitment
-------                                                               ----------

CITIBANK, N.A.                                                      $150,000,000

THE BANK OF NOVA SCOTIA/SCOTIABANC, INC.                            $100,000,000

THE CHASE MANHATTAN BANK                                            $100,000,000

FLEET NATIONAL BANK                                                 $100,000,000

SANPAOLO IMI S.p.A.                                                  $70,000,000

SVENSKA HANDELSBANKEN                                                $75,000,000

HSBC BANK USA                                                        $65,000,000

WACHOVIA BANK, N.A.                                                  $60,000,000

PNC BANK, NATIONAL ASSOCIATION                                       $50,000,000

SUMITOMO MITSUI BANKING CORPORATION                                  $50,000,000

MELLON BANK, N.A.                                                    $40,000,000

FIRSTAR BANK, NA                                                     $30,000,000

BARCLAYS BANK PLC                                                    $20,000,000

BANK ONE, NA (MAIN OFFICE CHICAGO)                                   $15,000,000

THE BANK OF NEW YORK                                                 $10,000,000

                                                                    ============
TOTAL                                                               $935,000,000

                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT