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                                                                    Exhibit 10.2
                         
                       [LOGO OF TRUE NORTH APPEARS HERE]


                        TRUE NORTH COMMUNICATIONS INC.
                             ASSET PROTECTION PLAN


1.   PURPOSE.  The purpose of this Asset Protection Plan (the "Plan") is to
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     secure continued services, dedication and objectivity of certain executive
     employees of True North Communications Inc. (the "Company") and its
     subsidiaries in the event of any threat or occurrence of, or negotiation or
     other hostile action that could lead to, or create the possibility of, a
     hostile Change in Control (as defined in Section 2) of the Company, without
     concern as to whether such employees might be hindered or distracted by
     personal uncertainties and risks created by any such possible hostile
     Change in Control.

2.   DEFINITIONS.  As used in this Agreement, the following terms, when
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     capitalized, shall have the respective meanings set forth below:

     (a)  "Board" means the Board of Directors of the Company.

     (b)  "Cause" means (1) a material breach by a Participant of those duties
     and responsibilities of the Participant which do not differ in any material
     respect from the duties and responsibilities of the Participant during the
     90-day period immediately prior to a Change in Control (other than as a
     result of incapacity due to physical or mental illness), which is
     demonstrably willful and deliberate on the Participant's part, which is
     committed in bad faith or without reasonable belief that such breach is in
     the best interests of the Company and which is not remedied in a reasonable
     period of time after receipt of written notice from the Company specifying
     such breach or (2) the commission by the Participant of a felony involving
     moral turpitude.

     (c)  "Change in Control" means (i) an acquisition (other than directly from
     the Company) of 15% or more of the beneficial interest in the voting stock
     of the Company by a party other than the Company or a Company sponsored
     benefit plan;  or (ii) a change in the Board of Directors as a result of
     which the current directors (together with the successors they nominate or
     approve for nomination) cease to be a majority of the Board of Directors of
     the Company; or (iii) a merger, reorganization or consolidation whereby the
     existing shareholders of the Company of the then outstanding shares  
     resulting from such merger, reorganization
 
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     or consolidation, provided, however, that none of the foregoing shall be
     considered a Change in Control if it is a result of a direct action
     initiated by the Company.

     (d)  "Company" means True North  Communications Inc., a Delaware
     corporation.

     (e)  "Compensation" means the Participant's annual rate of pay in effect
     immediately before a Change in Control occurs, plus the amount of the
     highest annual bonus awarded to the Participant in any of the three
     calendar years preceding the year in which a Change in Control occurs.

     (f)  "Date of Termination" means  (1) the effective date on which a
     Participant's employment by the Company terminates or (2) if the
     Participant's employment by the Company terminates by reason of death, the
     date of death of the Participant.

     (g)  "Employee" means an individual whose relationship with an Employer is,
     under common law, that of an employee and who performs services for one or
     more Employers on a full-time basis.

     (h)  "Employer" means the Company and any of its affiliates which, with the
     consent of the Company, has adopted this Plan.

     (i)  "Nonqualifying Termination" means a termination of the Participant's
     employment  (1) by the Participant's Employer for Cause, (2) as a result of
     the Participant's death, (3) by the Company due to the Participant's
     absence from his duties with the Company on a full-time basis for at least
     180 consecutive days as a result of the Participant's incapacity due to
     physical or mental illness as is consistent with Company policy and
     programs or (4) by the Participant for any reason other than for a
     Qualifying Termination.

     (j)  "Participant" shall mean an Employee who, at the time a Change in
     Control occurs, is a member of the Company's Management Board.

     (k)  "Qualifying Termination" means a termination of the Participant's
     employment due to the occurrence, without the Participant's expressed
     written consent, of any of the following events after the occurrence of a
     Change in Control:

          (1)  any of (i) the assignment to the Participant of any duties
     inconsistent in any material respect with the Participant's position(s),
     duties, responsibilities or status with the Company immediately prior to
     such Change in Control, (ii) a change in the Participant's reporting
     responsibilities, titles or offices with the Company as in effect
     immediately prior to such Change in Control or (iii) any removal or
     involuntary 

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     termination of the Participant from the Company otherwise than as expressly
     permitted by this Agreement or any failure to re-elect the Participant to
     any position with the Company held by the Participant immediately prior to
     such Change in Control;

          (2)  a reduction by the Company in the Participant's rate of annual
     base salary as in effect immediately prior to such Change in Control or as
     the same may be increased from time to time thereafter;

          (3)  any requirement of the Company that the Participant  (i) be based
     anywhere other than at the facility where the Participant is located at the
     time of the Change in Control or (ii) travel on Company business to an
     extent substantially more burdensome than the travel obligations of the
     Participant immediately prior to such Change in Control;

          (4)  the failure of any Employer to (i) continue in effect any
     employee benefit plan or compensation plan in which the Participant is
     participating immediately prior to such Change in Control, unless the
     Participant is permitted to participate in other plans providing the
     Participant with substantially comparable benefits, or the taking of any
     action by the Company which would adversely affect the Participant's
     participation in or materially reduce the Participant's benefits under any
     such plan, (ii) provide the Participant and the Participant's dependents
     welfare benefits including, without limitation, medical, dental,
     disability, salary continuance, employee life, group life, and travel
     accident insurance plans and programs in accordance with the most favorable
     plans, practices, programs and policies of the Company and its affiliated
     companies in effect for the Participant immediately prior to such Change in
     Control or, if more favorable to the Participant, as in effect generally at
     any time thereafter with respect to other peer Participants of the Company
     and its affiliated companies, (iii) provide fringe benefits in accordance
     with the most favorable plans, practices, programs and policies of the
     Company and its affiliated companies in effect for the Participant
     immediately prior to such Change in Control or, if more favorable to the
     Participant, as in effect generally at any time thereafter with respect to
     other peer Participants of the Company and its affiliated companies, (iv)
     provide an office or offices of a size and with furnishings and other
     appointments, together with exclusive personal secretarial and other
     assistance, at least equal to the most favorable of the foregoing provided
     to the Participant by the Company and its affiliated companies immediately
     prior to such Change in Control or, if more favorable to the Participant,
     as provided generally at any time thereafter with respect to other peer
     Participants of the Company and its affiliated companies, (v) provide the
     Participant with paid vacation in accordance with the most favorable plans,
     policies, programs and practices of the Company and its affiliated
     companies as in effect for the Participant immediately prior to such Change
     in Control or, if more 

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     favorable to the Participant, as in effect generally at any time thereafter
     with respect to other peer Participants of the Company and its affiliated
     companies, or (vi) reimburse the Participant promptly for all reasonable
     employment expenses incurred by the Participant in accordance with the most
     favorable policies, practices and procedures of the Company and its
     affiliated companies in effect for the Participant immediately prior to
     such Change in Control, or if more favorable to the Participant, as in
     effect generally at any time thereafter with respect to other peer
     Participants of the Company and its affiliated companies; or

          (5)  the failure of the Company to obtain the assumption agreement
     from any successor as contemplated in Section 11(b).

          For purposes of the Agreement, any good faith determination of a
     Qualifying Termination made by the Participant shall be conclusive;
     provided, however, that an isolated, insubstantial and inadvertent action
     taken by an Employer in good faith and which is remedied by such Employer
     promptly after receipt of notice thereof given by the Participant shall not
     constitute a Qualifying Termination.

     (l)  "Termination Period" means the period of time beginning with a Change
     in Control and ending on the earliest to occur of  (1) the Participant's
     death, and (2) two years following such Change in Control.

3.   PAYMENTS UPON TERMINATION OF EMPLOYMENT.  (a)  If during the Termination
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     Period the employment of a Participant shall terminate, by reason of a
     Qualifying Termination, then the Company shall pay to the Participant (or
     the Participant's beneficiary or estate) within 30 days following the Date
     of Termination, as compensation for services rendered to one or more
     Employers:

          (1)  a cash amount equal to the sum of (i) the Participant's full
     annual base salary from the Employers through the Date of Termination, to
     the extent not theretofore paid, (ii) the Participant's annual bonus in an
     amount at least equal to the highest annualized (for any fiscal year
     consisting of less than 12 full months or with respect to which the
     Participant has been employed by the Employers for less than 12 full
     months) bonus paid or payable, including by reason of any deferral, to the
     Participant by the Employers in respect of the three fiscal years of the
     Employers (or such portion thereof during which the Participant performed
     services for the Employers if the Participant shall have been employed by
     the Employers for less than such three fiscal year period) immediately
     preceding the fiscal year in which the Change in Control occurs, multiplied
     by a fraction, the numerator of which is the number of days in the fiscal
     year in which the Change in Control occurs through the Date of Termination
     and the denominator of which is 365 or 366, as 

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     applicable, and (iii) any compensation previously deferred by the
     Participant (together with any interest and earnings thereon) to the extent
     not theretofore paid; plus

          (2)  a lump-sum cash amount (subject to any applicable payroll or
     other taxes required to be withheld pursuant to Section 4) in an amount
     equal to three (3) times the Participant's Compensation.

     (b)  For a period of two years commencing on the Date of Termination, the
     Company shall continue to keep in full force and effect all policies of
     medical, dental, disability, salary continuance, employee life and group
     life insurance with respect to the Participant and his dependents with the
     same level of coverage, upon the same terms and otherwise to the same
     extent as such policies shall have been in effect immediately prior to the
     Date of Termination or, if more favorable to the Participant, as provided
     generally with respect to other peer Participants of the Employers, and the
     Employers and the Participant shall share the costs of the continuation of
     such insurance coverage in the same proportion as such costs were shared
     immediately prior to the Date of Termination.  At the end of the two year
     period, the Participant shall be eligible to continued benefits as provided
     in the Consolidated Omnibus Budget Reconciliation Act.  In addition, for
     purposes of determining the Participant's eligibility for participation in
     the Employer's retiree medical plan, the Participant shall upon the
     Participant's Date of Termination be treated as if he or she is five years
     older (but not older than age 55) than on such date and as if he or she had
     five additional years of service.

     (c)  If during the Termination Period the employment of a Participant shall
     terminate by reason of a Nonqualifying Termination, then no compensation is
     payable nor are benefits extended for the two-year period as provided in
     (a) and (b) above.

4.   WITHHOLDING TAXES.   The Company may withhold from all payments due to the
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     Participant (or his beneficiary or estate) hereunder all taxes which, by
     applicable federal, state, local or other law, the Company is required to
     withhold therefrom.

5.   REIMBURSEMENT OF EXPENSES.   If any contest or dispute shall arise under
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     this Plan involving termination of a Participant's employment with the
     Company or involving the failure or refusal of the Company to perform fully
     in accordance with the terms hereof, the Company shall reimburse the
     Participant, on a current basis, for all legal fees and expenses, if any,
     incurred by the Participant in connection with such contest or dispute,
     together with interest in an amount equal to the prime rate of Citibank,
     N.A. from time to time in effect, but in no event higher than the maximum
     legal rate permissible under applicable law, such interest to 

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     accrue from the date the Company receives the Participant's statement for
     such fees and expenses through the date of payment thereof; provided,
     however, that in the event the resolution of any such contest or dispute
     includes a finding denying, in total, the Participant's claims in such
     contest or dispute, the Participant shall be required to reimburse the
     Company, over a period of 12 months from the date of such resolution, for
     all sums advanced to the Participant pursuant to this Section 5.

6.   OPERATIVE EVENT.   Notwithstanding any provision herein to the contrary, no
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     amounts shall be payable hereunder unless and until there is a Change in
     Control at a time when the Participant is employed by an Employer.

7.   TERMINATION OF PLAN.   This Plan shall be effective on the date hereof and
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     shall continue until terminated by the Company as provided in this
     paragraph.  The Company shall have the right, prior to a Change in Control,
     in its sole discretion, pursuant to action by the Board, to approve the
     termination or amendment of this Plan; provided, however, that no such
     action shall be taken by the Board during any period of time when the Board
     has knowledge that any person has taken steps reasonably calculated to
     effect a Change in Control until, in the opinion of the Board, such person
     has abandoned or terminated its efforts to effect a Change in Control.

8.   PROVISIONAL REDUCTION IN BENEFITS.   (a)  Notwithstanding anything in this
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     Plan to the contrary, (i) if it shall be determined that any payment or
     distribution by the Employers to or for the benefit of a Participant
     (whether paid or payable or distributed or distributable pursuant to the
     terms of this Plan or otherwise, but determined without regard to any
     adjustment required under this Section 8) (in the aggregate, the "Total
     Payments") would be subject to the excise tax imposed by Section 4999 of
     the Code (the "Excise Tax"), and (ii) if after reduction by the amount of
     such Excise Tax the amount of the Total Payments would be less than the
     maximum amount that could be paid to the Participant without the imposition
     of such Excise Tax, then the payments due hereunder shall be reduced so
     that the Total Payments are One Dollar ($1) less than such maximum amount.

     (b)  All determinations required to be made under this Section 8, including
     whether and when a reduction in the amount payable hereunder pursuant to
     Section 3(a) is required and the amount of any such reduction and the
     assumptions to be utilized in arriving at such determination, shall be made
     by the Company's public accounting firm (the "Accounting Firm") which shall
     provide detailed supporting calculations both to the Company and the
     Employee within 15 business days of the receipt of notice from the
     Participant that there has been a Payment, or such earlier time as is
     requested by the Company or the Participant.  In the event that the
     Accounting Firm is serving as accountant or auditor for the individual,
     
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     entity or group effecting the Change in Control, the Employee shall appoint
     another nationally recognized public accounting firm to make the
     determinations required hereunder (which accounting firm shall then be
     referred to as the Accounting Firm hereunder). All fees and expenses of the
     Accounting Firm shall be borne solely by the Company. If the Accounting
     Firm determines that no Excise Tax is payable by the Participant, it shall
     furnish the Employee with a written opinion that failure to report the
     Excise Tax on the Employee's applicable federal income tax return would not
     result in the imposition of a negligence or similar penalty. Any
     determination by the Accounting Firm shall be binding upon the Company, the
     Subsidiary and the Participant. As a result of the uncertainty in the
     application of Section 4999 of the Code at the time of the initial
     determination by the Accounting Firm hereunder, it is possible that the
     reduction in the amount payable hereunder pursuant to Section 3(a) will not
     have been made consistent with the calculations required to be made
     hereunder. In that event the Participant thereafter shall promptly pay to
     the Company the amount of the required reduction.

9.   NONCOMPETITION.  (a) Covenant Not to Compete.  During the period of the
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     Participant's employment by the Company and for a period of one year
     thereafter following a Qualifying Termination, except with the prior
     written consent of the Board, a Participant:

          (1)  shall not engage in any activities whether as employer,
     proprietor, partner, stockholder (other than the holder of less than 5% of
     the stock of a corporation the securities of which are traded on a national
     securities exchange or in the over-the-counter market), director, officer,
     employee or otherwise, in competition with (i) the businesses conducted at
     the date hereof by the Company or any of its subsidiaries or affiliates
     over which he shall have exercised, directly or indirectly, any
     supervisory, management, fiscal or operating control during the Employment
     Period (the "Managed Companies"), or (ii) any business in which the Managed
     Companies are substantially engaged at any time during the Employment
     Period;

          (2)  shall not solicit, in competition with the Managed Companies, any
     person who is a customer of the businesses conducted by the Managed
     Companies at the date hereof or of any business in which the Managed
     Companies are substantially engaged at any time during the Employment
     Period; and

          (3)  shall not induce or attempt to persuade any employee of the
     Managed Companies to terminate his employment relationship in order to
     enter into competitive employment.

          (b)  Trade Secrets.  No Participant shall, at any time during the
     Employment Period or thereafter, make use of any bidding information (or

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     computer programs thereof) of any of the Managed Companies, nor divulge any
     trade secrets or other confidential information of any of the Managed
     Companies, except to the extent that such information becomes a matter of
     public record, is published in a newspaper, magazine or other periodical
     available to the general public or as the Company CEO may so authorize in
     writing; and when a Participant shall cease to be employed by the Company,
     the Participant shall surrender to the Company all records and other
     documents obtained by him or entrusted to him during the course of his
     employment hereunder (together with all copies thereof) which pertain
     specifically to any of the businesses covered by the covenants in Section
     4.01 or which were paid for by any of the Managed Companies; provided,
     however, that the Participant may retain copies of such documents as
     necessary for the Participant's personal records for federal income tax
     purposes.

          (c)  Scope of Covenants; Remedies.  The following provisions shall
     apply to the covenants of the Participants contained in this Section:

          (1)  the covenants contained in paragraphs (1) and (2) of Section 10
     (a) shall apply within all territories in which any of the Managed
     Companies are actively engaged in the conduct of business during the
     Employment Period, including, without limitation, the territories in which
     customers are then being solicited;

          (2)  without limiting the right of the Company to pursue all other
     legal and equitable remedies available for violation by a Participant of
     the covenants contained in Sections 10 (a) and 10 (b), including the
     cessation and recovery of payments and benefits paid and provided under
     this Plan, it is expressly agreed that such other remedies cannot fully
     compensate the Company for any such violation and that the Company shall be
     entitled to injunctive relief to prevent any such violation or any
     continuing violation thereof;

          (3)  each party intends and agrees that if in any action before any
     court or agency legally empowered to enforce the covenants contained in
     Sections 10 (a) and 10 (b) any term, restriction, covenant or promise
     contained therein is found to be unreasonable and accordingly
     unenforceable, then such term, restriction, covenant or promise shall be
     deemed modified to the extent necessary to make it enforceable by such
     court or agency; and

          (4)  the covenants contained in Sections 10 (a) and 10 (b) shall
     survive the conclusion of the Participant's employment by the Company.

10.  SCOPE OF PLAN.   Nothing in this Plan shall be deemed to entitle the
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     Participant to continued employment with any Employer, and if the

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     Participant's employment with the Employers shall terminate prior to a
     Change in Control, then the Participant shall have no further rights under
     this Plan;  provided, however, that any termination of the Participant's
     employment following a Change in Control shall be subject to all of the
     provisions of this Plan.

11.  SUCCESSORS;  BINDING PLAN.   (a)  This Plan shall not be terminated by any
     -------------------------                                                 
     merger or consolidation of the Company whereby the Company is or is not the
     surviving or resulting corporation or as a result of any transfer of all or
     substantially all of the assets of the Company.  In the event of any such
     merger, consolidation or transfer of assets, the provisions of this Plan
     shall be binding upon the surviving or resulting corporation or the person
     or entity to which such assets are transferred.

     (b)  The Company agrees that concurrently with any merger, consolidation or
     transfer of assets referred to in paragraph (a) of this Section 11, it will
     cause any successor or transferee unconditionally to assume, by written
     instrument delivered to the Participant (or his beneficiary or estate), all
     of the obligations of the Company hereunder.  Failure of the Company to
     obtain such assumption prior to the effectiveness of any such merger,
     consolidation or transfer of assets shall be a breach of this Plan and
     shall entitle the Participant to compensation and other benefits from the
     Company in the same amount and on the same terms as the Participant would
     be entitled hereunder if the Participant's employment were terminated
     following a Change in Control other than by reason of a Nonqualifying
     Termination.  For purposes of implementing the foregoing, the date on which
     any such merger, consolidation or transfer becomes effective shall be
     deemed the Date of Termination.

     (c)  This Plan shall inure to the benefit of and be enforceable by the
     Participant's personal or legal representatives, executors, administrators,
     successors, heirs, distributees, devisees and legatees.  If the Participant
     shall die while any amounts would be payable to the Participant hereunder
     had the Participant continued to live, all such amounts, unless otherwise
     provided herein, shall be paid in accordance with the terms of this Plan to
     such person or persons appointed in writing by the Participant to receive
     such amounts or, if no person is so appointed, to the Participant's estate.

12.  NOTICE.   For purposes of the Plan, all notices and other communications
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     required or permitted hereunder shall be in writing and shall be deemed to
     have been duly given when delivered or five days after deposit in the
     United States mail, certified and return receipt requested, postage
     prepaid, addressed (1) if to the Participant, to the most recent address
     then shown on the employment records of the Participant's Employer, and if
     to the Company, to True North Communications Inc., 101 East Erie Street,
     Chicago, Illinois  60611-2897, Attention:  Secretary, or (2) to such other

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     address as either party may have furnished to the other in writing in
     accordance herewith, except that notices of change of address shall be
     effective only upon receipt.

13.  FULL SETTLEMENT;  RESOLUTION OF DISPUTES.   (a)  The Company's obligation
     ----------------------------------------                                 
     to make any payments provided for in this Plan and otherwise to perform its
     obligations hereunder shall not be affected by any set-off, counterclaim,
     recoupment, defense or other claim, right or action which the Employers may
     have against the Participant or others.  In no event shall the Participant
     be obligated to seek other employment or take any other action by way of
     mitigation of the amounts payable to the Participant under any of the
     provisions of this Plan and, such amounts shall not be reduced whether or
     not the Participant obtains other employment.

     (b)  If there shall be any dispute between the Employers and the
     Participant in the event of any termination of the Participant's
     employment, then, unless and until there is a final, nonappealable judgment
     by a court of competent jurisdiction declaring that such termination was
     for Cause, that the determination by the Participant of the existence of a
     Qualifying Termination was not made in good faith, or that the Company is
     not otherwise obligated to pay any amount or provide any benefit to the
     Participant and his dependents or other beneficiaries, as the case may be,
     under paragraphs (a) and (b) of Section 3, the Company shall pay all
     amounts, and provide all benefits, to the Participant and his dependents or
     other beneficiaries, as the case may be, that the Company would be required
     to pay or provide pursuant to paragraphs (a) and (b) of Section 3 as though
     such termination were by the Company without Cause or by the Participant as
     a Qualifying Termination.

14.  EMPLOYMENT WITH SUBSIDIARIES.   Employment with the Company for purposes of
     ----------------------------                                               
     this Plan shall include employment with any corporation or other entity in
     which the Company has direct or indirect ownership interest of 50% or more
     of the total combined voting power of the then outstanding securities of
     such corporation or other entity entitled to vote generally in the election
     of directors.

15.  GOVERNING LAW;  VALIDITY.   The interpretation, construction and
     ------------------------                                        
     performance of this Plan shall be governed by and construed and enforced in
     accordance with the internal laws of the State of Delaware without regard
     to the principle of conflicts of laws.  The invalidity or unenforceability
     of any provision of this Plan shall not affect the validity or
     enforceability of any other provision of this Plan, which other provisions
     shall remain in full force and effect.

16.  MISCELLANEOUS.   Subject to the Company's power of amendment contained in
     -------------                                                            
     Section 7, no provision of this Plan may be modified or waived unless 

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     such modification or waiver is agreed to in writing and signed by the
     Participant and by a duly authorized officer of the Company. No waiver by
     either party hereto at any time of any breach by the other party hereto of,
     or compliance with, any condition or provision of this Plan to be performed
     by such other party shall be deemed a waiver of similar or dissimilar
     provisions or conditions at the same or at any prior or subsequent time.
     Failure by the Participant or the Company to insist upon strict compliance
     with any provision of this Plan or to assert any right the Participant or
     the Company may have hereunder, including, without limitation, the right of
     the Participant to terminate employment for a Qualifying Termination, shall
     not be deemed to be a waiver of such provision or right or any other
     provision or right of this Plan. The rights of, and benefits payable to,
     the Participant, his estate or his beneficiaries pursuant to this Plan are
     in addition to any rights of, or benefits payable to, the Participant, his
     estate or his beneficiaries under any other employee benefit plan or
     compensation program of the Company, except benefits payable under the
     Company's Severance Policy or for any payments that may be required by
     statute by reason of termination of employment, except for Unemployment
     Compensation, which are inclusive of the payments required under this Plan.

     IN WITNESS WHEREOF, the Company has caused this Plan to be executed by a
     duly authorized officer of the Company on this 1ST day of  JULY, 1997.
                                                          
    
          


                                                TRUE NORTH COMMUNICATIONS INC.


                                                By: /S/ THEODORE J. THEOPHILOS
                                                    ---------------------------


                                                Title: EVP, General Counsel
                                                       ------------------------


                                                Employee:

                                                /S/ Donald L. Seeley
                                                ------------------------------

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