Omnicom to Make Cash Payment to Noteholders Who Consent to an Amendment and Waiver Relating to Its Liquid Yield Option(TM) Notes Due 2031

NEW YORK, Nov. 10 /PRNewswire-FirstCall/ -- Omnicom Group Inc. (NYSE: OMC) announced today that it will pay a cash payment to holders of its Liquid Yield Option(TM) Notes due 2031 who, prior to the close of business on November 23, 2004, have delivered a consent to amend the indenture under which its Liquid Yield Option(TM) Notes due 2031 were issued and to waive their right to require Omnicom to purchase their notes on February 7, 2005. Omnicom will determine the amount of the cash payment after the close of business on November 19, 2004. The payment will be made as promptly as practicable to consenting noteholders.

The amendment provides for Omnicom to pay the same conversion value on exercise of the conversion right, but would change how the conversion value is paid. In lieu of receiving exclusively shares of common stock on conversion, the noteholder would receive cash for the initial principal amount of notes surrendered for conversion and, at Omnicom's option, the remainder of the conversion value would be paid in cash or shares. Omnicom also would amend the method by which contingent cash interest is determined.

Only consenting noteholders will be bound by the amendments to the indenture and the waiver.

All of the documents will be available through The Depository Trust Company and on our website at http://www.omnicomgroup.com/investorrelations/bondnotice. You also can request copies by contacting the Trustee at (800) 275-2048 or Omnicom at (212) 415-3393.

Omnicom Group Inc. (NYSE: OMC) (http://www.omnicomgroup.com) is a leading global advertising, marketing and corporate communications company. Omnicom's branded networks and numerous specialty firms provide advertising, strategic media planning and buying, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries.

SOURCE Omnicom Group Inc.

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