0001193805-12-001144 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • July 9th, 2012 • Deutsche Bank Trust Co Americas/ ADR Group • Services-advertising agencies

AMENDMENT NO. 1 dated as of , 2012 (the "Amendment") to the Third Amended and Restated Deposit Agreement dated as of June 29, 2012, by and among (i) Publicis Groupe S.A., a société anonyme organized under the laws of France, and its successors (the "Company"), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder (the "Depositary"), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder.

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