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                                                                    EXHIBIT 10.4






                         TRUE NORTH COMMUNICATIONS INC.
                    SENIOR MANAGEMENT INCOME PROTECTION PLAN





                       ESTABLISHED EFFECTIVE JUNE 1, 2000

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                         TRUE NORTH COMMUNICATIONS INC.
                    SENIOR MANAGEMENT INCOME PROTECTION PLAN


               True North Communications Inc. ("True North") hereby establishes
the True North Communications Inc. Senior Management Income Protection Plan (the
"Plan") effective June 1, 2000.

SECTION 1:     PURPOSE OF THE PLAN.

The purpose of the Plan is to advance the interests of True North and its
subsidiaries (hereinafter individually or collectively, as the case may be,
referred to as the "Company") and its shareholders by providing financial
protection to selected key senior management employees of the Company.

SECTION 2:     ELIGIBILITY.

Persons eligible to participate in this Plan are key employees of the Company
who shall be selected by the Compensation Committee of the Board of Directors of
the Company (the "Committee") (or any officer of True North who has been
delegated such authority by the Committee, as provided in Section 3 below);
provided that in no event shall a key employee be eligible for participation
under the Plan if such employee is or becomes covered under another plan or
negotiated arrangement providing for severance benefits (other than the
Company's regular severance guidelines generally covering employees, which,
subject to Section 8(b), shall be superseded by the Plan with respect to
eligible Plan participants). In selecting the eligible Plan participants, the
Committee shall take into consideration such factors as it deems relevant in
connection with accomplishing the purposes of the Plan.

Each key employee selected by the Committee shall be required to execute a
separate Senior Management Income Protection Letter Agreement with the Company
(the "Agreement") which will provide for (i) the payment of benefits in
accordance with the provisions of this Plan, and (ii) the terms and conditions
by which the key employee agrees to be bound in order to participate in the
Plan. A key employee selected by the Committee who has executed an Agreement is
hereinafter referred to as a "Participant."


SECTION 3:     PLAN ADMINISTRATION.

The Committee or its delegates may establish such rules and regulations, not
inconsistent with the provisions of the Plan, as it deems necessary for the
proper administration of the Plan, and may amend or revoke any rule or
regulation so established. The Committee may make such determinations and
interpretations under or in connection with the Plan as it deems necessary or
advisable. All such rules, regulations, determinations and interpretations shall
be binding and conclusive upon the Company, its officers, employees,
shareholders, Participants, their respective

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legal representatives, beneficiaries, successors and assigns, and upon all other
persons claiming under or through any of them.

Notwithstanding the foregoing provisions of Section 2 or this Section 3, the
Committee may delegate all or a portion of its authority for administering the
Plan to an officer or officers of True North. To the extent so delegated, the
term "Committee" hereunder shall be deemed to refer to such officer or officers.
The Committee shall take such actions it deems necessary or desirable to ensure
that such officer or officers have sufficient and appropriate authority for
carrying out the intent and purpose of the Plan.

SECTION 4:     REQUIREMENTS FOR BENEFITS.

          (a)  INVOLUNTARY TERMINATION OF EMPLOYMENT BY COMPANY AS CONDITION FOR
               ELIGIBILITY. No benefits shall be payable under the Plan or any
               Agreement unless the Participant's employment is involuntarily
               terminated by the Company without Cause (a "Qualifying
               Termination").

          (b)  DEFINITION OF CAUSE. The Company may terminate the Participant's
               employment for "Cause" if, in the reasonable determination of the
               Company, as set forth in a writing explaining in reasonable
               detail the reasons for such termination, (i) the Participant
               engages in conduct that violates significant policies of the
               Company, (ii) the Participant fails to perform the essential
               functions of his or her job (except for a failure resulting from
               a bona fide illness or incapacity) or fails to carry out the
               Company's reasonable directions, issued through its Chief
               Executive Officer, Board of Directors or other appropriate senior
               officer responsible for the Participant's business unit or area,
               with respect to material duties, (iii) the Participant engages in
               embezzlement or misappropriation of corporate funds or other acts
               of fraud, dishonesty or self-dealing, or commits a felony or any
               significant violation or any material statutory or common law
               duty of loyalty to the Company, or (iv) the Participant breaches
               a material provision of the Plan or the Agreement.

SECTION 5:     SEVERANCE BENEFITS.

In the event of a Participant's Qualifying Termination, the Company shall pay
the Participant the following:

          (a)  SALARY. Continued base salary, at the Participant's rate of
               salary in effect on the date of his or her Qualifying
               Termination, through the end of the Severance Period specified in
               the Participant's Agreement (the "Severance Period"). Such
               continued base salary shall be payable in accordance with the
               Company's regular payroll practices;

          (b)  BONUS. The Participant shall receive a pro-rated bonus for the
               year in which his or her termination of employment occurs equal
               to 80% of (A x B), where:


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                    A equals the Participant's average annual bonus paid or
                    payable to him or her by the Company during the immediately
                    three previous fiscal years (or such other relevant average
                    if the Participant has been employed by the Company for less
                    than three years at the time of his or her termination of
                    employment); and

                    B equals a fraction, the numerator of which is the number of
                    days in the current fiscal year through the date of the
                    Participant's termination of employment and the denominator
                    of which is 365 or 366, as the case may be.

          (c)  MEDICAL, DENTAL AND LIFE INSURANCE BENEFITS. The Participant
               shall continue to be entitled to medical, dental and life
               insurance benefits on the same basis and at the same cost as if
               he or she were still employed during the Severance Period, but,
               except as otherwise required by law, in no event shall such
               benefits continue beyond the date on which the Participant
               accepts subsequent employment. Notwithstanding anything to the
               contrary, any welfare benefit plan continuation coverage required
               to be provided to a Participant under Part 6 of Title I, Subtitle
               B of the Employee Retirement Income Security Act of 1974, as
               amended, and Section 4980B of the Internal Revenue Code of 1986,
               as amended, as a result of such Participant's Qualifying
               Termination, shall be offered and shall run concurrently with any
               welfare plan benefits provided under this paragraph (c).

          (d)  STOCK OPTIONS. Any stock options granted to a Participant after
               the date he or she becomes eligible for participation in the
               Plan, which are unvested on the date of his or her Qualifying
               Termination but would have vested within the Severance Period,
               shall become fully vested as of such date and may be exercised in
               accordance with the terms and conditions set forth in the
               relevant grant agreement for such stock options.

          (e)  PLACEMENT ASSISTANCE. The Participant shall be entitled to
               receive reimbursement for expenses incurred in connection with
               locating comparable employment with another employer solely as a
               result of such Participant's Qualifying Termination. Only
               placement expenses which are approved in advance by the Committee
               or its designee shall be covered under the Plan. Any submission
               for reimbursement must be substantiated in writing in accordance
               with procedures set by the Committee. In no event shall the total
               aggregate reimbursed expenses for any Participant exceed the
               maximum amount set forth in his or her Agreement.

All severance benefits payable under this Section 5 shall be reduced by any and
all withholdings and deductions required or allowed under all applicable
federal, state and local or other laws or regulations.

Notwithstanding anything to the contrary under the Plan:


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          (i)  The Participant shall be required to execute a "Release of Claims
               and Liability" as approved by the Committee as a condition of
               receiving any payment under this Section 5;

          (ii) If the Participant's Severance Period is longer than six months,
               then after the first six months following a Participant's
               Qualifying Termination the Company reserves the right to reduce
               (or recover) in any manner the severance benefits described in
               paragraph (a) above to be paid for the remainder of the Severance
               Period, if any, by any other employment income earned by the
               Participant during the remainder of such Severance Period; and

          (iii) All payments under this Section 5 are conditioned on the
                Participant's full compliance with all of the terms and
                conditions set forth in this Plan and his or her Agreement

SECTION 6:     NONSOLICITATION, CONFIDENTIALITY AND NONDISPARAGEMENT.

The Plan is intended to benefit mutually both the Participant, through financial
security, and the Company, through the Participant's continuity in service. It
is imperative that in order for both parties to benefit under the Plan, the
Company's continued competitive position be maintained. To effectuate this,
certain promises and covenants must be made regarding solicitation,
confidentiality and disparagement. Therefore, any entitlement to benefits under
the Plan shall be conditioned upon acceptance of and compliance with all of the
following rules and provisions:

          (a)  NONSOLICITATION. During the course of a Participant's employment
               with the Company and during the time period designated as the
               Severance Period (regardless of whether the Participant actually
               receives severance benefits during that period), a Participant is
               prohibited from, directly or indirectly, either on his or her own
               behalf or on behalf of any other person, firm or corporation,
               soliciting any account that is a client of the business unit or
               units of the Company that employs such Participant (the "Business
               Unit") at the time of, or at any time within six months prior to,
               such Participant's termination of employment for any reason or
               that was a client of the Business Unit at any time within six
               months prior to the date of such Participant's termination of
               employment for any reason. A Participant is also prohibited from
               performing any services relating to advertising, marketing,
               research, public relations or related services for any such
               account.

               During the course of a Participant's employment with the Company
               and during the time period designated as the Severance Period
               (regardless of whether the Participant actually receives
               severance benefits during that period), the Participant is
               prohibited from, directly or indirectly, employing or attempting
               to employ or assisting anyone else in attempting to employ any
               person who is at such time or


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               who was within the six-month period immediately prior to such
               time in the employ of the Business Unit.

          (b)  CONFIDENTIALITY.

               (i)  All intellectual property created or conceived by a
                    Participant during the course of his or her employment with
                    the Company constitutes "work for hire" and is property of
                    the Company, including all ideas, inventions, literary
                    property, music, lyrics, scripts, themes, stories,
                    characters, slogan, plots, story lines, titles, copy, art,
                    photography and footage and any other idea (collectively the
                    "Materials") that such Participant creates during the course
                    of his or her employment with the Company or in connection
                    with any of its clients or prospective clients. If for any
                    reason the Materials cannot legally constitute a "work for
                    hire," then a Participant is required to assign all rights,
                    title and interest in said Materials to the Company and to
                    agree to execute such documents as may be necessary to
                    evidence such assignment(s).

               (ii) A Participant retains ownership of any and all intellectual
                    property created by him or her prior to his or her
                    employment with the Company and that is not used with such
                    Participant's permission by the Company or any of its
                    clients. A Participant also retains ownership of any
                    intellectual property created by him or her while employed
                    by the Company if such intellectual property is created
                    outside the scope of such Participant's employment and is
                    not created during Company time, on Company property or with
                    Company resources.

               (iii) A Participant must maintain all of his or her ideas and all
                     other information concerning the business of the
                     Company, its clients and prospective clients
                     (collectively the "Confidential Information") in
                     strictest confidence both during and at all times
                     following such Participant's employment with the
                     Company. A Participant is prohibited from, at any time
                     during his or her employment or after his or her
                     employment with the Company ends for any or no reason,
                     except as directed or permitted by the Company in
                     writing, disclosing or taking any action or inaction
                     which could result in disclosure to any person, firm,
                     corporation or other entity of any Confidential
                     Information, or in any way directly or indirectly
                     utilizing Confidential Information for any purpose,
                     including without limitation for his or her own benefit
                     or the benefit of others. Confidential Information
                     includes, without limitation, business prospects,
                     computer software, research techniques, research
                     results, media plans, layouts, storyboards, scripts,
                     reports and information regarding the Company's or its
                     actual or prospective clients' advertising, marketing
                     and sales promotion products, services and strategies,
                     and any other information deemed confidential in the
                     Non-Public and Confidential Information provision of the
                     Company's

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                    Code of Conduct, which such Participant has received,
                    whether imparted to him or her by the Company or its clients
                    or prospective clients or obtained by him or her as part of
                    his or her employment relationship, and whether or not
                    marked confidential or proprietary. Notwithstanding the
                    foregoing, information shall not be deemed Confidential
                    Information if it has lawfully become publicly known outside
                    of the Company through appropriate means, and other than
                    through the act or omission of any person that has or had an
                    obligation of non-disclosure or non-use with respect to such
                    information.

          (c)  NONDISPARAGEMENT. A Participant is prohibited from, at any time
               during his or her employment with the Company or thereafter,
               making any public or private statement to the news media, to any
               competitor or client of the Company, or to any other individual
               or entity, if such statement would disparage the Company, the
               Company's respective business or any director or officer of the
               Company or would have a deleterious effect upon the interests of
               the Company or the stockholders or other owners of the Company.
               This paragraph (c) will not be breached if the relevant
               statement(s) consist solely of:

               (i)  private statements made to any officers, directors or
                    employees of the Company by a Participant in the course of
                    carrying out his or her duties,

               (ii) private statements made to persons other than clients or
                    competitors of the Company (or its representatives) or
                    members of the press or the financial community that do not
                    have a material adverse effect upon the Company, or

               (iii) statements made in good faith that are required by law,
                     regulation or order of any court or regulatory commission,
                     department or agency.

          (d)  ENFORCEMENT. By execution of an Agreement under the Plan, the
               Participant acknowledges and agrees that the Company would be
               damaged irreparably if any provision under this Section 6 were
               breached by him or her and money damages would be an inadequate
               remedy for any such nonperformance or breach. Accordingly, the
               Company and its successors or permitted assigns in order to
               protect its interests, shall pursue, in addition to other rights
               and remedies existing in its favor, an injunction or injunctions
               to prevent any breach or threatened breach of any of such
               provisions and to enforce such provisions specifically (without
               posting a bond or other security). With respect to such
               enforcement, the Company shall be entitled to recover from a
               Participant any and all attorneys' fees, costs and expenses
               incurred by or on behalf of the Company in enforcing or
               attempting to enforce any provision under this Section 6 or any
               of the Company's rights under this Plan.


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SECTION 7:     AMENDMENT OR TERMINATION.

The Company reserves the right to have the Committee amend, modify, suspend, or
terminate the Plan at any time; provided that without the consent of the
Participant, no such amendment, modification, suspension or termination shall
materially affect the terms of a Participant's existing Agreement without the
Participant's written consent.

SECTION 8:     MISCELLANEOUS.

          (a)  ARBITRATION. Any controversy or claim arising out of or relating
               to this Plan, or breach hereof, shall be settled by
               arbitration with an arbitrator appointed by the Company. The
               arbitration shall be conducted in accordance with the rules of
               the American Arbitration Association, except with respect to
               the selection of an arbitrator. The arbitrator's determination
               shall be final and binding upon all parties and judgment upon
               the award rendered by the arbitrator may be entered in any
               court having jurisdiction thereof. Notwithstanding the
               foregoing, claims which the Company has or may have against
               the Participant based on violation or threatened violation of
               his or her obligations pursuant to Section 6 of the Plan are
               excluded from this arbitration provision.

          (b)  COORDINATION WITH OTHER PLANS AND ARRANGEMENTS. No key employee
               shall be eligible for participation under the Plan if such
               employee is or becomes covered under an individually-negotiated
               arrangement providing for severance benefits. Notwithstanding the
               foregoing, if, upon ultimate termination of employment, the
               severance period that would apply to a Participant under the
               Company's regular severance policy applicable to employees
               generally would be greater than the Severance Period applicable
               pursuant to such Participant's Agreement, then such Participant's
               Severance Period shall be increased to correspond to the
               severance period that would have applied under such severance
               policy.

          (c)  NO FUNDING OF SEVERANCE BENEFITS. Nothing herein contained shall
               require or be deemed to require the Company to segregate, earmark
               or otherwise set aside any funds or other assets to provide for
               any payments made hereunder. The rights of any Participant under
               this Plan shall be solely those of a general creditor of the
               Company. However, in the event the Company foresees payment under
               the Plan, the Company may deposit cash or property, or both,
               equal in value to all or a portion of the benefits anticipated to
               be payable hereunder for any or all Participants into a trust,
               the assets of which are to be distributed at such times as are
               otherwise provided for in this Plan and are subject to the rights
               of the general creditors of the Company.

          (d)  EFFECT OF DEATH. In the event of the Participant's death after
               termination of employment, all benefits under this Plan shall
               cease (except for any life insurance benefits).


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          (e)  AFFIRMATIVE DUTY TO SEEK EMPLOYMENT. The Participant shall be
               under a good faith duty and obligation to reasonably seek other
               employment after a Qualifying Termination during the
               Participant's applicable Severance Period.

          (f)  NO ALIENATION OF BENEFITS. The Participant shall not have any
               right to pledge, hypothecate, anticipate or in any way create a
               lien upon any amounts provided under this Plan and no benefits
               payable hereunder shall be assignable in anticipation of payment
               either by voluntary or involuntary acts, or by operation of law.

          (g)  INCAPACITY. If, in the opinion of the Committee, a Participant or
               other person entitled to benefits hereunder is physically or
               mentally incapable of personally receiving any payment due
               hereunder, the Committee may determine that payments be made to a
               person, persons or institution who, in the opinion of the
               Committee, maintains or has custody of the Participant, until
               claim is made by a conservator or guardian legally charged with
               the care of his or her person or his or her estate. Any payments
               hereunder shall constitute a full discharge of the liability of
               the Company to the extent thereof.

          (h)  SUCCESSORS TO THE COMPANY. This Plan shall be binding upon the
               Company and any successor of the Company, including without
               limitation any corporation or other entity acquiring directly or
               indirectly all or substantially all of the assets of the Company
               whether by merger, consolidation, sale or otherwise. Such
               successor shall thereafter be deemed the "Company" for the
               purposes of this Plan.

          (i)  EMPLOYMENT RIGHTS. Establishment of this Plan shall not be
               construed to give any Participant the right to be retained by the
               Company or to any benefits not specifically provided by the Plan.

          (j)  VALIDITY. 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 shall continue in full force
               and effect.

          (k)  EFFECTIVE DATE AND GOVERNING LAW. This Plan shall be effective as
               of June 1, 2000 and shall be governed and construed in accordance
               with the laws of the State of Illinois.

                              TRUE NORTH COMMUNICATIONS INC.


                              By:       /s/ Terry D. Peigh
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                              Its:      Executive Vice President
                                  ----------------------------------------
                              Dated:    June 23, 2000
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