Exhibit 4.4

                         TRUE NORTH COMMUNICATIONS INC.

              (formerly Foote, Cone & Belding Communications, Inc.)

                       OUTSIDE DIRECTOR STOCK OPTION PLAN

         1. Purpose and Eligibility. The purpose of this Outside Director Stock
Option Plan (the "Plan") of Foote, Cone & Belding Communications, Inc. (the
"Corporation") is to provide an incentive to outside directors of the
Corporation to increase stockholder value. The term "outside director" refers to
those directors who are not employees of the Corporation or any subsidiary and
are not eligible for options under any other option plan of the Corporation.

         2. Administration. The Plan shall be administered by a committee (the
"Committee") of three employee directors appointed by the Board of Directors of
the Corporation. Grants of stock options under the Plan and the terms of the
options shall be in accordance with Sections 4 and 5 herein. However, the
Committee may establish rules and regulations for the administration of the Plan
and interpret the Plan, including any options issued under the Plan.

         3. Shares Issuable. The shares of the Corporation's common stock which
may be the subject of options granted under the Plan shall be made available
from the then available shares authorized by the stockholders of the Corporation
to be the subject of options under the Corporation's Stock Option Plan as
amended and related on May 15, 1991.

         4. Price. The price of the common stock of the Corporation offered to
any director under the Plan shall be the average fair market value of the common
stock over the ten trading days prior to the date of grant. The date of grant of
options granted under Section 5(a) below to existing or new outside directors
shall be May 20, 1992 or, as to outside directors elected or appointed after
that date, the date of their election or appointment to the Board of Directors.
The date of grant of annual options under 5(b) below shall be the date on which
the Corporation publicly announces the audited results of operations for the
prior year. The date of grant of discretionary options under 5(c) below shall be
the date on which Board of Director approval takes place, or as set forth in the
respective option agreements.

         5. Stock Option Awards. (a) An option for 2,000 shares of common stock
shall be granted to each outside director as of May 20, 1992, and thereafter to
each new outside director upon appointment or election to the Board of
Directors.

         (b) Options shall be granted annually to each outside director for the
whole number of shares of common stock determined with reference to the formula
below by dividing the director's total cash compensation for outside director
services during the prior year by the fair market value of the common stock
determined as provided in Section 4 above. Options granted hereunder shall be in
addition to a director's annual retainer. The Corporation's "Net Income" as
reflected in the Corporation's audited Consolidated Statements of Income for the
relevant year shall be the basis upon which the attainment of the Net Income
Growth for such year is determined, except that Net Income for 1991 shall be
deemed to have been $18,400,000 for these purposes.

                                                                 Annual Option
                                                                Award as a % of
Net Income Growth over Prior Year                              Cash Compensation
---------------------------------                              -----------------
Less than 5%.........................................                   0%
5%, but less than 7.5%...............................                  50%
7.5%, but less than 12.5%............................                  100%
12.5% or more........................................                  200%

         (c) Discretionary options may be granted to outside directors from
time to time as recommended by the Committee and approved by the Board of
Directors.

         6. Time of Exercise and Expiration of Options. Each option granted
under 5(a) or 5(b) of the Plan shall be exercisable as to one-third of the
shares of common stock subject to such option on the date of grant of the
option, as to an additional one-third of the shares of common stock subject to
such option on each of the first and second anniversary of the date of grant of
the option. Options granted under 5(c) of the Plan shall be exercisable as
recommended by the Committee and approved by the Board of Directors. Any option
granted under the Plan shall by its terms expire no later than ten (10) years
after the date of its grant.

         7. Notice of Grant. When any grant of an option is made under the Plan,
the outside director shall be promptly notified of such grant. As soon
thereafter as practicable a formal option agreement shall be executed by and
between the Corporation and such outside director.

         8. Action to Prevent Dilution. If any change is made in the stock
subject to the Plan by reason of a stock dividend, stock split-up, merger,
consolidation, recapitalization or other change in corporation structure,
appropriate actions shall be taken by the Committee as to the number of shares
and price per share of the stock subject to any option granted hereunder in
order to prevent dilution.

         9. Ceasing to be a Director. In the event that an outside director
shall cease to be a director for any other reason other than removal of such
director for cause, all then outstanding options granted to such director
hereunder shall expire one year thereafter, except that such period shall be
extended to one year from the date of death or incapacity. The optionholder or a
personal representative or designated beneficiary may exercise the option to the
extent the option is exercisable at the date the optionholder ceases to be a
director.

         10. Manner of Exercise. Each exercise of an option granted hereunder
shall be made by the delivery by the optionholder or a personal representative
or designated beneficiary of written notice of such election to the Corporation,
together with full payment in cash or in shares of the Corporation, or a
combination of the two.

         11. Assignment and Designation of Beneficiary. Options shall be
exercisable during the lifetime of the optionholder only by the optionholder.
Options may not be assigned, pledged or hypothecated in any way, shall not be
subject to execution, and shall not be transferable by the optionholder
otherwise than by will or the laws of descent and distribution or a designated
beneficiary in the event of the optionholder's death. A optionholder may file
with the Corporation a written designation of one or more persons as such
optionholder's beneficiary or beneficiaries (both primary and contingent) in the
event of the optionholder's death. To the extent an outstanding option granted
hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to
exercise such option.

         Each beneficiary designation shall become effective only when filed in
writing with the Corporation during the optionholder's lifetime on a form
prescribed by the Corporation. The spouse of a married optionholder domiciled in
a community property jurisdiction shall join in any designation of a beneficiary
other than such spouse. The filing with the Corporation of a new beneficiary
designation shall cancel all previously filed beneficiary designations. If a
optionholder fails to designate a beneficiary, or if all designated
beneficiaries of an optionholder predecease the optionholder, then each
outstanding option hereunder held by such optionholder, to the extent
exercisable, may be exercised by such optionholder's executor, administrator,
legal representative or similar person.

         12. Liquidation. Upon the complete liquidation of the Corporation, any
unexercised options heretofore granted under the Plan shall be cancelled.

         13. Governing Law. Options granted under the Plan shall be construed
and shall take effect in accordance with the laws of the State of Delaware.

         14. Amendment and Construction. The Board of Directors may supplement,
amend, suspend or discontinue the Plan at any time subject to any required
stockholder approval, and provided that the Plan shall not be amended in a
manner which would result in the Plan failing to comply with Rule 16b-3(c)(2)
under the Securities Exchange Act of 1934, and provided further that no
unexercised option granted under this Plan may be altered or cancelled, except
in accordance with its terms, without the written consent of the optionholder.

         15. Effective Date and Term of the Plan. The Plan shall take effect on
the date of adoption by the stockholders of the Corporation. No stock option
shall be granted hereunder after the expiration of nine (9) years from the date
of adoption of the Plan by the stockholders of the Corporation.