On January 20, 2009, Omnicom Group Inc. ("Omnicom"), Omnicom Capital Inc. ("Capital"), Omnicom Finance Inc. (together with Omnicom and Capital, the "Issuers") and Deutsche Bank Trust Company Americas, as trustee (the "Trustee") entered into a Fifth Supplemental Indenture (the "2031 Fifth Supplemental Indenture") to the Indenture, dated as of February 7, 2001, between Omnicom and the Trustee (as successor to JPMorgan Chase Bank), as amended by the First Supplemental Indenture, dated as of February 13, 2004, among the Issuers and the Trustee, the Second Supplemental Indenture, dated as of November 4, 2004, among the Issuers and the Trustee, the Third Supplemental Indenture, dated as of November 30, 2004, among the Issuers and the Trustee and the Fourth Supplemental Indenture, dated as of July 10, 2008, among the Issuers and the Trustee (as so amended, the "2031 Indenture") relating to the Issuers' Liquid Yield OptionTM Notes due 2031 (the "2031 Notes").

The 2031 Fifth Supplemental Indenture amends the 2031 Indenture to permit the Issuers to designate any other Person (as defined in the 2031 Indenture), including but not limited to, financial institutions, corporations, partnerships or limited liability companies, to which Securities (as defined in the 2031 Indenture) are surrendered by a Holder (as defined in the 2031 Indenture) for purchase pursuant to Section 3.08 of the 2031 Indenture.

The description of the 2031 Fifth Supplemental Indenture is not complete and is qualified in its entirety by the full text of the 2031 Fifth Supplemental Indenture attached hereto as Exhibit 99.1.

(d) Exhibits.

Exhibit
Number  Description
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99.1    Fifth Supplemental Indenture to the 2031 Indenture, dated January 20, 2009.