Exhibit 10.1

   ===========================================================================

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

                              AMENDED AND RESTATED
                            364-DAY CREDIT AGREEMENT

                           Dated as of April 30, 1999

                    Amended and Restated as of April 27, 2000

                               -------------------

                                  $750,000,000

                               -------------------

                                 CITIBANK, N.A.,
                             as Administrative Agent

                            THE BANK OF NOVA SCOTIA,
                             as Documentation Agent

                                       and

                               SAN PAOLO IMI SPA,
                              as Syndication Agent

   ===========================================================================



<PAGE>


            AMENDMENT AND RESTATEMENT (this "Amendment and Restatement") dated
as of April 27, 2000 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")
and 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"); CITIBANK, N.A., as administrative agent for the Banks
(in such capacity, together with its successors in such capacity, the
"Administrative Agent"); THE BANK OF NOVA SCOTIA, as documentation agent (the
"Documentation Agent"); and SAN PAOLO IMI SPA, as syndication agent (the
"Syndication Agent", 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 (as in effect immediately
prior to the effectiveness of this 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
$750,000,000 at any one time outstanding. The Borrowers, the Banks signatory
hereto and the Agents wish to amend and restate the Existing Credit Agreement
and to add OCI as a new Borrower thereunder; and accordingly, the parties hereto
hereby agree to amend the Existing Credit Agreement as set forth herein and to
restate the Existing Credit Agreement as so amended (the Existing Credit
Agreement as so amended and restated, the "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 Amendment and Restatement, but
effective on the Effective Date (as defined below), (i) the Existing Credit
Agreement 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:

            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 Amended and Restated
      Credit Agreement.

            B. Section 1.01 of the Existing Credit Agreement shall be amended by
      adding the following new definitions (to the extent not already included
      in said Section 1.01) and inserting the same in the appropriate
      alphabetical locations and amending the following definitions (to the
      extent already included in said Section 1.01) to read in their entirety as
      follows:

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      - 2 -


                  "Amendment and Restatement" shall mean the Amendment and
            Restatement, dated as of April 27, 2000, among the Borrowers, the
            Guarantor, the Banks, the Administrative Agent, the Documentation
            Agent and the Syndication Agent."

                  "Applicable Margin" for Eurocurrency Rate Loans and
            "Applicable Facility Fee Rate" at any time shall mean the respective
            rates per annum set forth in the table below opposite the applicable
            Rating Level at such time:

<TABLE>
<CAPTION>

                                Applicable Margin     Applicable Margin
                                        for                  for
                                   Eurocurrency          Term Loans
                                    Rate Loans            that are            Applicable
                                   (other than          Eurocurrency           Facility
            Rating Level           Term Loans)           Rate Loans            Fee Rate
            ------------           -----------           ----------            --------
            <S>                      <C>                  <C>                  <C>
            Rating Level 1            0.190%               0.450%               0.085%

            Rating Level 2            0.200%               0.500%               0.100%

            Rating Level 3            0.240%               0.600%               0.110%

            Rating Level 4            0.275%               0.750%               0.125%

            Rating Level 5            0.375%               1.000%               0.275%
</TABLE>

            provided that, if the aggregate principal amount outstanding of the
            Eurocurrency Rate Loans (other than Term Loans) on any day exceeds
            66-2/3% of the Total Commitment on such day, the Applicable Margin
            for Eurocurrency Rate Loans (other than Term Loans) for that day
            shall be 0.050% higher than the rate set forth above, when the
            applicable Rating Level is Rating Level 1, Rating Level 2 or Rating
            Level 3, and 0.100% higher than the rate set forth above when the
            applicable Rating Level is Rating Level 4 or Rating Level 5, and
            provided, further, that, if the Moody's Rating or the S&P Rating
            relates to the Guarantor Subordinated Debt, then the respective
            rates set forth above shall be determined by reference to the Rating
            Level which is one level higher than the Rating Level which would
            otherwise apply to such Guarantor Subordinated Debt (for the purpose
            of which determination, Rating Level 1 shall be the highest rating).

                  "Base Rate Loan" shall mean any Loan that bears interest based
            upon the Base Rate.

                  "Borrower" and "Borrowers" shall mean, individually or
            collectively, as the case may be, each of Omnicom Finance Inc., a
            corporation organized and existing under the laws of Delaware;
            Omnicom Finance plc (formerly, Omnicom Finance Limited), a
            corporation organized and existing under the laws of England and
            Wales,

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      - 3 -


            and Omnicom Capital Inc., a corporation organized and existing under
            the laws of Connecticut.

                  "Commitment" shall mean, for each Bank, the amount set forth
            opposite such Bank's name in Schedule I to the Amendment and
            Restatement, 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).

                  "ERISA Affiliate" shall mean any person (as defined in Section
            3(9) of ERISA) which together with OFI or any of its Subsidiaries or
            together with OCI or any of its Subsidiaries would be member of the
            same "controlled group" within the meaning of Section 414 (b), (c),
            (m) and (o) of the Code.

                  "Eurocurrency Rate Loan" shall mean any Loan that bears
            interest at a rate based on the rates referred to in the definition
            of "Eurodollar Base Rate" in this Section 1.01.

                  "Final Maturity Date" shall have the meaning provided in
            Section 4.05.

                  "Notice of Election of Term Option" shall have the meaning
            provided in Section 4.05.

                  "OCI" shall mean Omnicom Capital Inc., a corporation organized
            and existing under the laws of Connecticut.

                  "Term Loan" shall have the meaning provided in Section 4.05.

            C. OCI shall become a party to the Amended and Restated Credit
      Agreement as a Borrower thereunder. Accordingly, the Existing Credit
      Agreement shall be amended to provide that each reference therein to the
      term "Borrower" or "Borrowers" shall be deemed to refer, individually or
      collectively, as the case may be, to OFI, OFL and to OCI, and OCI shall be
      entitled to borrow Loans thereunder on the same terms and conditions as
      OFI and OFL (and shall be subject to the same terms and conditions
      thereunder with respect to Loans made to it as each of OFI and OFL is with
      respect to Loans made to it). The covenants and agreements specified in
      Sections 8 and 9 of the Amended and Restated Credit Agreement shall be
      applicable to each of OFI, OFL and OCI (it being understood that any
      dollar limitation specified in such provisions shall be applicable to OFI,
      OFL and OCI collectively), provided, however, that the introductory
      paragraph of Section 8 shall be amended by deleting the word "OFI" therein
      and replacing it with the words "OFI and OCI" and provided, further, that
      Section 8.05 shall be amended as provided in Section 2. G of this
      Amendment and Restatement.

            D. Section 2.09 of the Existing Credit Agreement is amended by
      adding after the words "nine month period," in the first sentence thereof
      the words "or, (subject to

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      - 4 -


      availability as determined by 100% of the Banks) if such Eurocurrency Rate
      Loan is a Term Loan made pursuant to Section 4.05 hereof, twelve month
      period,"

            E. 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 26, 2001
            or such later date to which the Commitment Termination Date has been
            extended pursuant to this Section 4.03.

            F. A new Section 4.05 shall be inserted into the Existing Credit
      Agreement to read as follows:

                  "4.05 Term Loan Election. (a) The Guarantor may, by delivering
            to the Administrative Agent a notice (a "Notice of Election of Term
            Option") substantially in the form of Exhibit A to the Amendment and
            Restatement, not more than 30 nor less than 5 Business Days before
            the Existing Commitment Termination Date, elect that all of the
            Loans of each Bank to a Borrower outstanding as at the close of
            business New York time on such Existing Commitment Termination Date
            be converted, effective at such time, to a term loan (a "Term Loan")
            payable by such Borrower to such Bank, which Term Loan shall (i) be
            in a principal amount equal to the aggregate outstanding principal
            amount of such Loans, (ii) mature on the date (the "Final Maturity
            Date") that is the earlier of (x) the date one year after such
            Existing Commitment Termination Date or (y) the date specified by
            the Guarantor in such Notice of Election of Term Option (and each
            outstanding Note shall automatically be deemed amended accordingly),
            (iii) bear interest, until the payment in full thereof, at the rates
            provided for in Section 2.08 and otherwise constitute a "Loan" for
            all purposes of this Agreement and a "Guaranteed Obligation" for all
            purposes of the Guaranty and (iv) at the option of the Guarantor be
            Base Rate Loans or Eurocurrency Rate Loans; provided that the
            election provided for in this Section 4.05 shall not take effect if,
            on the date of the Notice of Election of Term Option or on the
            Existing Commitment Termination Date, a Default or Event of Default
            has occurred and is continuing. Upon the effectiveness of the
            conversion provided for in this Section 4.05, Section 2.01(a)(ii)
            shall cease to be in effect, and each Borrower agrees that it will,
            forthwith upon the request of any Bank through the Administrative
            Agent, issue a new promissory note (a "Term Note") in favor of such
            Bank in substantially the form of Exhibit B to the Amendment and
            Restatement in the amount of the Term Loan of such Bank to such
            Borrower provided herein, in exchange for the Note or Notes held by
            such Bank (which shall be promptly returned to the Guarantor,
            through the Administrative Agent, marked "Cancelled"), or, upon
            presentation of evidence to the reasonable satisfaction of the
            Administrative Agent (in the Administrative Agent's sole discretion)
            of the loss, destruction or theft of the Note or Notes held by such
            Bank, and upon

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      - 5 -


            delivery to the Administrative Agent, for the benefit of the
            Borrower or Borrowers having issued such Note or Notes, an
            indemnity, in form and substance satisfactory to such Borrower or
            Borrowers, made by such Bank and holding such Borrower or Borrowers
            harmless, in lieu of any such lost, destroyed or stolen Note or
            Notes, which Term Note shall be deemed to be a "Note" for all
            purposes of this Agreement and of the Guaranty.

                  (b) The Guarantor shall, in the case of any Eurocurrency Rate
            Loan made pursuant to a Notice of Election of Term Option as
            provided in this Section 4.05 or pursuant to the conversion of a
            Term Loan which is a Base Rate Loan as provided in Section 2.06 or
            in the case of the continuation of any Eurocurrency Rate Loan which
            is a Term Loan, give notice to the Administrative Agent at its
            Notice Office by noon (New York time) on that date three Business
            Days prior to the making, conversion or continuation of such
            Eurocurrency Rate Loan, as the case may be, stating its election of
            the Interest Period to be applied to such Eurocurrency Rate Loan,
            provided, however, that: (i) the Interest Period for any
            Eurocurrency Rate Loan which is a Term Loan shall commence on the
            date such Eurocurrency Rate Loan is made, converted or continued,
            (ii) if the Interest Period relating to a Eurocurrency Rate Loan
            which is a Term Loan begins on a day for which there is no
            numerically corresponding day in the calendar month at the end of
            such Interest Period, such Interest Period shall end on the last
            Business Day of such calendar month, (iii) if any Interest Period
            relating to a Eurocurrency Rate Loan which is a Term Loan would
            otherwise expire on a day which is not a Business Day, such Interest
            Period shall expire on the next succeeding Business Day, provided,
            however, that if the Interest Period relating to a Eurocurrency Rate
            Loan which is a Term Loan would otherwise expire on a day which is
            not a Business Day but is a day of the month after which no further
            Business Day occurs in such month, such Interest Period shall expire
            on the next preceding Business Day and (iv) no Interest Period
            relating to a Eurocurrency Rate Loan which is a Term Loan may be
            elected or deemed elected by the Guarantor if it would extend beyond
            the Final Maturity Date. If any such Interest Period would extend
            beyond the Final Maturity Date, then such Interest Period shall end
            on the Final Maturity Date. If the Guarantor fails to timely give
            such notice of Interest Period respecting any Term Loan to the
            Administrative Agent then the Guarantor shall be deemed to have
            elected that the Term Loan shall be a Base Rate Loan, provided that,
            notwithstanding Section 2.06(i) hereof, any such Base Rate Loan so
            deemed elected may be converted into a Eurocurrency Rate Loan upon
            delivery by the Borrower of a Notice of Conversion respecting such
            Base Rate Loan to the Administrative Agent at its Notice Office
            prior to noon (New York time) at least three Business Days' prior to
            the effectiveness of such conversion pursuant to Section 2.06."

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      - 6 -


            G. Sections 8.05 of the Existing Credit Agreement shall be deleted
      in its entirety and replaced with the following:

                  "8.05. ERISA. As soon as possible and, in any event, within 10
            days after OFI or any of its Subsidiaries or ERISA Affiliates or OCI
            or any of its Subsidiaries or ERISA Affiliates knows or has reason
            to know of any of the following, OFI or OCI, as the case may be,
            will deliver to each of the Banks a certificate of the chief
            financial officer of OFI or OCI, as the case may be, setting forth
            details as to such occurrence and such action, if any, which OFI,
            OCI, such Subsidiary or such ERISA Affiliate is required or proposes
            to take, together with any notices required or proposed to be given
            to or filed with or by OFI, OCI, the Subsidiary, the ERISA
            Affiliate, the PBGC, a Plan participant or the Plan administrator
            with respect thereto: that a Reportable Event has occurred, that an
            accumulated funding deficiency has been incurred or an application
            may be or has been made to the Secretary of the Treasury for a
            waiver or modification of the minimum funding standard (including
            any required installment payments) or an extension of any
            amortization period under Section 412 of the Code with respect to a
            Plan, that a Plan has been or may be terminated via a "distress
            termination" as referred to in section 4041(c) of ERISA,
            reorganized, partitioned or declared insolvent under Title IV of
            ERISA, that a Plan has an Unfunded Current Liability giving rise to
            a Lien under ERISA, that proceedings may be or have been instituted
            by the PBGC to terminate a Plan, that a proceeding has been
            instituted pursuant to Section 515 of ERISA to collect a delinquent
            contribution to a Plan, or that OFI or any of its Subsidiaries or
            ERISA Affiliates or OCI or any of its Subsidiaries or ERISA
            Affiliates will or may incur any liability (including any contingent
            or secondary liability) to or on account of the termination of or
            withdrawal from a Plan under Section 4062, 4063, 4064, 4201 or 4204
            of ERISA. In addition to any certificates or notices delivered to
            the Banks pursuant to the first sentence hereof, copies of notices
            received by OFI or any of its Subsidiaries or ERISA Affiliates or
            OCI or any of its Subsidiaries or ERISA Affiliates required to be
            delivered to the Banks hereunder shall be delivered to the Banks no
            later than 10 days after the later of the date such notice has been
            filed with the Internal Revenue Service or the PBGC, given to Plan
            participants or received by OFI or any of its Subsidiaries or ERISA
            Affiliates or OCI or any of its Subsidiaries or ERISA Affiliates.

            H. Sections 12.04(b)(ii) of the Existing Credit Agreement shall be
      deleted in its entirety and replaced with the following:

                  "(ii) upon surrender of the old Notes, or, upon presentation
            of evidence to the reasonable satisfaction of the Administrative
            Agent (in the Administrative Agent's sole discretion) of the loss,
            destruction or theft of the old Notes, and upon delivery to the
            Administrative Agent, for the benefit of the Borrower that issued
            the old Notes, of an indemnity, in form and substance satisfactory
            to such Borrower, made by such assigning Bank and holding such
            Borrower harmless, in lieu of any such lost, destroyed or stolen
            Notes, new Notes will be issued, at the

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      - 7 -


            expense of the Borrower that issued the old Notes, to such new Bank
            and to the assigning Bank, such new Notes to be in conformity with
            the requirements of Section 2.05 (with appropriate modifications) to
            the extent needed to reflect the revised Commitments and"

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

            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: (i) 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 Amended and
Restated Credit Agreement and as if each reference in Section 7.09 to "OFI"
included reference to "OFI or OCI" and (ii) 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 Amended and Restated
Credit Agreement).

            Section 4. Conditions to Effectiveness. The amendment and
restatement set forth in Section 2 of this 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):

            (a) Documents. The 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 Amendment
            and Restatement, duly executed and delivered by each Borrower, the
            Guarantor, the Administrative Agent and the Banks.

                  (2) Authority and Approvals. Certified copies of resolutions
            of the Board of Directors of each Borrower and of the Guarantor (or
            equivalent documents) authorizing and approving this Amendment and
            Restatement and the Notes (if any), authorizing Borrowings under the
            Amended and Restated Credit Agreement in an aggregate principal
            amount up to $750,000,000 at any one time outstanding, and certified
            copies of all documents evidencing other necessary action
            (corporate, partnership or otherwise) and governmental approvals, if
            any, with respect to this Amendment and Restatement and the Notes
            (if any).

                  (3) Notes. There shall have been executed by OCI and delivered
            to the Administrative Agent, pursuant to Section 2.05 of the Amended
            and Restated

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      - 8 -


            Credit Agreement, a Note, substantially in form of Exhibit B to the
            Amended and Restated Credit Agreement, for each Bank which is to
            evidence each such Bank's Loans to OCI.

                  (4) Secretary's or Assistant Secretary's Certificate. A
            certificate of the Secretary or an Assistant Secretary of each
            Borrower and of the Guarantor, dated the Effective Date, certifying
            the names and true signatures of the officers of the Borrowers and
            of the Guarantor authorized to execute and deliver this Amendment
            and Restatement and the Notes (if any) and the other documents to be
            delivered hereunder and attaching corporate documentation respecting
            the organization, existence and good standing of each Borrower and
            the Guarantor.

                  (5) Other Documents. Such other documents as the
            Administrative Agent may reasonably request, including certificates
            of officers or opinions of counsel, relating to the organization,
            existence and good standing of each Borrower and the Guarantor, the
            authorization of the Amended and Restated Credit Agreement, the
            enforceability of the Amended and Restated Credit Agreement or other
            legal matters relating to the Amended and Restated Credit Agreement
            or the transactions contemplated thereby, all in form and substance
            satisfactory to the Administrative Agent.

            (b) Guaranty. The Guaranty shall be in full force and effect on the
      Effective Date, and the Guarantor shall have confirmed its Guaranty under
      Section 5 of this Amendment and Restatement by executing and delivering
      this Amendment and Restatement.

            (c) Extension. The Existing Commitment Termination Date of April 27,
      2000, of the Existing Credit Agreement shall have been extended for an
      additional 364 days, pursuant to Section 4.03 thereof. If any Bank has
      become, in connection with such extension, a Non-Extending Bank under and
      as defined in Section 4.03(b) of the Existing Credit Agreement, each such
      Non-Extending Bank shall have confirmed, in a manner satisfactory to the
      Administrative Agent, that such Non-Extending Bank has been paid in full
      all amounts owing to it pursuant to Section 4.03(e) of the Existing Credit
      Agreement, that the Commitment of such Non-Extending Bank has terminated
      and that such Non-Extending Bank is no longer be party to the Existing
      Credit Agreement.

            (d) 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 accrued fees, expenses and interest due and payable
      to the Administrative Agent and the Banks (including the Non-Extending
      Banks) under the Existing Credit Agreement, (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 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 Amendment
      and Restatement as the Guarantor and the Administrative Agent shall have
      agreed upon.

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                      - 9 -


            Section 5. Confirmation of Guaranty. The Guarantor hereby agrees
that the Guaranty shall be amended to provide that each reference to the term
"Borrower" or "Borrowers" therein shall be deemed to refer, individually or
collectively, as the case may be, to OFI, OFL and to OCI, and that all
obligations of OCI under the Amended and Restated Credit Agreement shall
constitute "Guaranteed Obligations", as defined under, and for all purposes of,
the Guaranty made by the Guarantor in favor of the Administrative Agent and the
Banks and dated as of April 30, 1999. The Guarantor hereby confirms and agrees
that the obligations of the Borrowers, or any of them, under the Amended and
Restated Credit Agreement are entitled to all the benefits of the Guaranty, and
that all obligations of the Borrowers, or any of them, under the Amended and
Restated Credit Agreement shall constitute "Guaranteed Obligations", as defined
under, and for all purposes of, the Guaranty and that all references in the
Guaranty to the "Credit Agreement" (including indirect references) shall be
deemed to be references to the Amended and Restated Credit Agreement.

            Section 6. Miscellaneous. Except as herein provided, the Existing
Credit Agreement shall remain unchanged and in full force and effect. This
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 Amendment and Restatement by signing any such
counterpart. This Amendment and Restatement shall be governed by, and construed
in accordance with, the law of the State of New York.

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                     - 10 -


            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this 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

                                             BANKS:

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                     - 11 -


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


                                             By: /s/ Julio Ojea-Quintana
                                                 -------------------------------
                                                 Name:  Julio Ojea-Quintana
                                                 Title: ATTORNEY-IN-FACT


                                             THE BANK OF NOVA SCOTIA,
                                             as Documentation Agent and as Bank


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


                                             SAN PAOLO IMI SPA,
                                             as Syndication Agent and as Bank


                                             By: /s/ Carlo Persico
                                                 -------------------------------
                                                 Name:  Carlo Persico
                                                 Title: Deputy General Manager

                                             By: /s/ Robert Worster
                                                 -------------------------------
                                                 Name:  Robert Worster
                                                 Title: First Vice President


                                             THE BANK OF NEW YORK


                                             By: /s/ Kenneth P. Sneider, Jr.
                                                 -------------------------------
                                                 Name:  Kenneth P. Sneider, Jr.
                                                 Title: Vice President

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                     - 12 -


                                             DRESDNER BANK AG,
                                             NEW YORK & GRAND CAYMAN BRANCHES


                                             By: /s/ Laura G. Fazio
                                                 -------------------------------
                                                 Name:  Laura G. Fazio
                                                 Title: First Vice President

                                             By: /s/ Helen Ng, P.E.
                                                 -------------------------------
                                                 Name:  Helen Ng, P.E.
                                                 Title: Assistant Vice President


                                             FLEET BANK, N.A.


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


                                             HSBC BANK USA


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


                                             MELLON BANK, N.A.


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


                                             PNC BANK, N.A.


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

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                     - 13 -


                                             SCOTIABANC, INC.


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


                                             SVENSKA HANDELSBANKEN AB (PUBL)


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

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


                                             THE CHASE MANHATTAN BANK


                                             By: /s/ Bruce E. Langencamp
                                                 -------------------------------
                                                 Name:  Bruce E. Langencamp
                                                 Title: Vice President


                                             BANK ONE, NA (MAIN OFFICE CHICAGO)


                                             By: /s/ Jeffrey Lubatkin
                                                 -------------------------------
                                                 Name:  Jeffrey Lubatkin
                                                 Title: Vice President


                                             THE SUMITOMO BANK, LTD.

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>
                                     - 14 -


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


                                             U.S. BANK, NATIONAL ASSOCIATION


                                             By: /s/ Thomas W. Cherry
                                                 -------------------------------
                                                 Name:  Thomas W. Cherry
                                                 Title: Vice President

                                             WACHOVIA BANK, N.A.

                                             By: /s/ William C. Christie
                                                 -------------------------------
                                                 Name:  William C. Christie
                                                 Title: Senior Vice President

                     AMENDED AND RESTATED CREDIT AGREEMENT

<PAGE>

                                                                      SCHEDULE I

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

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

CITIBANK, N.A.                                                  $100,000,000.00

THE BANK OF NOVA SCOTIA/ SCOTIABANC, INC.                       $ 75,000,000.00

SAN PAOLO IMI S.p.A.                                            $ 70,000,000.00

HSBC BANK USA                                                   $ 65,000,000.00

THE CHASE MANHATTAN BANK                                        $ 60,000,000.00

DRESDNER BANK AG,  NEW YORK                                     $ 60,000,000.00
  & GRAND CAYMAN BRANCHES

WACHOVIA BANK, N.A.                                             $ 60,000,000.00

FLEET BANK, N.A.                                                $ 50,000,000.00

THE SUMITOMO BANK, LTD.                                         $ 50,000,000.00

BANK ONE, NA (MAIN OFFICE CHICAGO)                              $ 30,000,000.00

MELLON BANK, N.A.                                               $ 30,000,000.00

PNC BANK, N.A.                                                  $ 30,000,000.00

SVENSKA HANDELSBANKEN                                           $ 30,000,000.00

THE BANK OF NEW YORK                                            $ 20,000,000.00

U.S. BANK, NATIONAL ASSOCIATION                                 $ 20,000,000.00

                                                                ===============
TOTAL                                                           $750,000,000.00


<PAGE>

                                                                       EXHIBIT A

                    FORM OF NOTICE OF ELECTION OF TERM OPTION
                                                                          [Date]
Citibank, N.A., as Agent
399 Park Avenue
New York, New York  10043

     Attention:  ___________

Ladies and Gentlemen:

      The undersigned, Omnicom Group, Inc. (the "Guarantor"), refers to the
Amended and Restated Credit Agreement dated as of April 27, 2000 (said
agreement, as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"; capitalized terms defined therein being used herein as
therein defined), among the undersigned, Omnicom Finance Inc., Omnicom Finance
plc and Omnicom Capital Inc., each as a Borrower, Citibank, N.A., in its
capacity as Administrative Agent, and the Banks parties thereto.

      In accordance with Section 4.05 of the Credit Agreement, the Guarantor
hereby notifies you that it elects to convert the Loans outstanding as of the
Commitment Termination Date (___________ __, 200_ ) to Term Loans payable on [
___________ __, 200_ (the Final Maturity Date)] [___________ __, 200_ (a date
prior to the Final Maturity Date)]. The Term Loans will be [Base Rate
Loans][Eurocurrency Rate Loans with an initial Interest Period of ____
month[s]]. The Company hereby certifies that, on and as of the date hereof, no
Default or Event of Default has occurred and is continuing.

                                         Very truly yours,

                                         OMNICOM GROUP, INC.

                                         By
                                           ---------------------------------
                                           Name:
                                           Title:


                    FORM OF NOTICE OF ELECTION OF TERM OPTION

<PAGE>

                                                                       EXHIBIT B
                               [FORM OF TERM NOTE]

                                 PROMISSORY NOTE


U.S. $_________________                                 Dated _________ __, 200_


      FOR VALUE RECEIVED, the undersigned, [OMNICOM FINANCE INC., a corporation
organized and existing under the laws of Delaware][OMNICOM FINANCE PLC, a
corporation organized and existing under the laws of England and Wales][OMNICOM
CAPITAL INC., a corporation organized and existing under the laws of
Connecticut] (the "Borrower"), hereby unconditionally promises to pay to the
order of ______________ (the "Bank") for the account of its Applicable Lending
Office the principal sum of _______________________ U.S. DOLLARS (U.S.
$_________________), on __________, ______ (or, if such date is not a Business
Day as defined in the Credit Agreement referred to below, the immediately
preceding Business Day), for the account of its Applicable Lending Offices
provided for by the Credit Agreement referred to below, at the Payment Office of
the Administrative Agent, in Dollars and in immediately available funds, free
and clear of and without deduction for Taxes or other offsets, to the extent
provided in the Credit Agreement.

      The Borrower further promises to pay interest on the unpaid principal
amount of this Note, at such account, in like money and funds, from the date
hereof until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement referred to
below.

      This Note is one of the Term Notes referred to in, and is entitled to the
benefits and is subject to the terms, conditions and limitations of, the 364-Day
Credit Agreement (as the same may be amended, modified and supplemented and in
effect from time to time, the "Credit Agreement") dated as of April 30, 1999 and
as amended and restated as of April 27, 2000, among the Borrowers referred to
therein, the Bank, the other Banks referred to therein, Citibank, N.A., as
Administrative Agent for the Banks (the "Administrative Agent"), The Bank of
Nova Scotia, as Documentation Agent and San Paolo IMI S.p.A. as Syndication
Agent. Capitalized terms used but not defined in this Note shall have the
respective meanings assigned to them in the Credit Agreement.

      This Note is guaranteed pursuant to the Guaranty. The Credit Agreement,
among other things, contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for optional and mandatory
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.

      The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.


                                FORM OF TERM NOTE

<PAGE>


                                     - 2 -


      This Note shall be governed by, and construed in accordance with, the law
of the State of New York.

                                               [OMNICOM FINANCE INC.]
                                               [OMNICOM FINANCE PLC]
                                               [OMNICOM CAPITAL INC.]

                                               By
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                FORM OF TERM NOTE