Exhibit 4.3

                         TRUE NORTH COMMUNICATIONS INC.

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

                                STOCK OPTION PLAN

                   (Amended and Restated Effective May, 1999)

I. Purpose. This Plan is an amendment and restatement, effective May, 1999, of
the stock option plan initially adopted by FOOTE, CONE & BELDING COMMUNICATIONS,
INC. (the "Corporation") on the 24th day of October, 1968, in order that
employees of and certain other key individuals who perform services for, the
Corporation or its subsidiaries may be given an inducement to acquire a
proprietary interest in the Corporation and an added incentive to advance the
interests of the Corporation. Awards granted under the Plan may include (i)
options to purchase shares of the Corporation's common stock in the form of
incentive stock options or non-qualified stock options, (ii) stock appreciation
rights and (iii) restricted stock awards.

II. Stockholders. This Plan has been approved by the stockholders of the
Corporation.

III. Stock. The Corporation may, by action of the Compensation Committee of the
Board of Directors of the Corporation (the "Board" and the "Committee"), grant
awards of stock options, stock appreciation rights and restricted stock under
the Plan; provided that no more than 700,000 shares of the Corporation's common
stock may be subject to awards of restricted stock under the Plan and no more
than 15,814,000 shares of the Corporation's common stock may be subject to all
awards under the Plan (inclusive of shares issued and awards granted under the
Corporation's Outside Director Stock Option Plan). For the purposes of complying
with Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder, the maximum number of shares of the
Corporation's common stock with respect to which options or stock appreciation
rights may be granted during any calendar year to any person shall be 300,000.
To the extent that an outstanding award or any portion thereof expires,
terminates unexercised or is canceled, the total number of shares of the
Corporation's common stock subject to such award shall become available for
future awards under the Plan, irrespective of whether a portion of such award
has been exercised. Shares of the Corporation's common stock to be delivered
under the Plan shall be made available from the Corporation's authorized but
unissued common stock or the Corporation's treasury stock, as the Corporation
may determine.

IV. Eligibility/or Participation. All employees of, and other individuals (other
than directors who are not employees of the Corporation) who perform services
for, the Corporation or any subsidiary corporation shall be eligible to
participate in this Plan. The term "subsidiary corporation" means any
corporation in which this Corporation has a direct or indirect interest equal to
20% or more of the total combined voting power of all classes of stock of such
corporation. The Corporation and the foregoing subsidiary corporations are
hereinafter collectively called the "Companies" and individually a "Company."

         Anything to the contrary notwithstanding, only employees of the
Companies shall be eligible to receive incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Incentive Stock Options") and no Incentive Stock Option shall be granted under
this Plan to an otherwise eligible participant if, immediately after the
Incentive Stock Option is granted, he or she owns (including the stock under the
Incentive Stock Option award) directly or indirectly 10% or more of the total
combined voting power or value of all classes of stock of the Corporation. In
addition, to the extent that the aggregate fair market value (determined as of
the date of grant) of shares of the Corporation's common stock with respect to
which options designated as Incentive Stock Options are exercisable for the
first time by an option holder during any calendar year (under the Plan or any
other plan of a Company) exceeds $100,000, such options shall not constitute
Incentive Stock Options.

V. Date of Grant. Unless the Committee shall by resolution otherwise expressly
provide, the date upon which the Board or the Committee acts to grant an award
shall, for all purposes of this Plan or of the award agreement entered into
pursuant to such action, be deemed the date upon which such award is granted.
From and after such date the participant to whom such action is granted shall
have all rights of an award holder as provided in this Plan, without regard to
the date upon which a formal written agreement evidencing the grant shall be
executed and delivered. Whenever an award is granted under the Plan to a
participant, written notice of such grant shall be forthwith given to him or
her, pursuant to Article IX hereof

VI. Price. The price of the common stock of the Corporation offered to any
participant under this Plan by the grant of an option to him or her to purchase
such stock shall be such amount as the Committee shall determine; provided
however, that such price shall be in no event less than 100% of the fair market
value of such stock on the date of the grant of the option.

VII. Time of Exercise. Except as hereinafter specified, each option granted
under this Plan shall be exercisable at such time as the Committee shall
determine when granting such option; provided however, that each such option
shall become exercisable upon a "change in control" (as defined below) of the
Corporation. "Change in control" shall mean (i) an acquisition (other than
directly from the Corporation) of 15% or more of the beneficial interest in the
voting stock of the Corporation by a party other than the Corporation or a
Corporation-sponsored benefit plan, or (ii) a change in the Board 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.

VIII. Expiration of Options. Shares with respect to which a stock option is
granted shall not be available for grant of a subsequent stock option to the
same participant by cancellation or surrender of such prior stock option. Any
stock option granted under this Plan shall by its terms expire no later than 10
years after the date of its grant, and anything herein to the contrary
notwithstanding, no exercise as to any shares covered by such option shall be
honored on or after the tenth anniversary of the date of grant.

IX. Notice of Grant. When any grant of any award under this Plan is made to any
participant by the Committee, the participant shall be promptly notified of such
grant. As soon thereafter as practicable a formal award agreement shall be
executed by and between the Corporation and the participant subject to the same
conditions and limitations as this Plan.

X. Termination of Employment or Service. All the terms relating to the exercise,
cancellation or other disposition of an option or stock appreciation right and
all the terms relating to the satisfaction of performance measures, the
termination of the restriction period or any cancellation or forfeiture of a
restricted stock award upon a termination of employment with or service to the
Companies of the holder of such option, stock appreciation right or restricted
stock award whether by reason of permanent incapacity to render services to such
Companies of the general nature for which the individual is employed by or
engaged to perform for such Companies (which incapacity shall be deemed to exist
only upon a duly licensed physician's written certification of it)
("Disability"), retirement, death or other termination, shall be determined by
the Committee. Such determination shall be made at the time of the grant of such
option, stock appreciation right or restricted stock award and shall be
specified in the formal written agreement relating to such option, stock
appreciation right or restricted stock award. Notwithstanding the foregoing, an
Incentive Stock Option shall expire and become null and void no later than (i)
one year after the date of Disability or death with respect to any termination
as a result of Disability or death and (ii) 90 days after the date of
termination with respect to any other termination; and within such period the
participant or his or her executor, administrator, legal representative,
designated beneficiary or similar person ("personal representative"), as the
case may be, may exercise the Incentive Stock Option to the extent the Incentive
Stock Option is exercisable at the date of termination.

XI. Manner of Exercise. Each exercise of an option granted hereunder shall be
made by the delivery by the participant (or his or her personal representative,
as the case may be) of written notice of such election to the Corporation, at
such office as it may designate by agreement with the participant, stating the
number of shares with respect to which the option is being exercised. No shares
shall be issued until full payment therefor shall have been made as provided
below. Delivery of the shares may be made at the office of the Corporation or at
the office of a transfer agent appointed for the transfer of shares of the
Corporation, as the Corporation shall determine. Shares shall be registered in
the name of the participant or his or her personal representative, as the case
may be. Neither a participant nor his or her personal representative shall have
any of the rights of a stockholder as to the shares with respect to which the
option is being exercised, until the shares are issued as herein provided. In
the event of any failure to take and pay for the number of shares specified in
the notice of election on the date stated therein, the option shall terminate as
to such number of shares, but shall continue with respect to any remaining
shares subject to the option as to which exercise has not yet been made.
Anything herein to the contrary notwithstanding, if any law or regulation of the
Securities and Exchange Commission or of any other body having jurisdiction
shall require the Corporation or a participant to take any action in connection
with the shares specified in a notice of election before such shares can be
delivered to such participant, then the date stated therein for the delivery of
the shares shall be postponed until the fifth business day next following the
completion of such action.

          (a) Payment in Cash. If the shares as to which the option is being
     exercised are to be paid for entirely in cash, such notice shall specify a
     date, not less than 10 nor more than 15 days after the date of the mailing
     of such notice, on which the shares will be taken and payment made
     therefor. On the date specified in the notice of election, the Corporation
     shall deliver, or cause to be delivered, to the participant stock
     certificates for the number of shares with respect to which the option is
     being exercised, against payment therefor and (if applicable) delivery to
     the Corporation of the certification described in Article XV below.

          (b) Request to Make Payment in Shares of the Corporation. As to each
     participant, if requested by such participant or his or her personal
     representative and approved by the Corporation management responsible for
     the day-to-day administration of the Plan, payment may be made by transfer
     to the Corporation of previously owned whole shares of the Corporation
     (which the participant has held for at least six months prior to the
     delivery of such shares, or which the participant purchased on the open
     market, and in each case for which the participant has good title, free and
     clear of all liens and encumbrances) or any combination of cash and such
     shares of the Corporation, having a fair market value, determined as of the
     close of business on the day preceding the transfer, equal to, but not
     exceeding, the full option price of the shares with respect to which the
     option is being exercised. Each request to exercise the payment alternative
     provided for hereunder shall be made by the delivery by the participant (or
     his or her personal representative, as the case may be) of written notice
     of such request to the Corporation, at such office as it may designate by
     agreement with the participant, stating the number of shares with respect
     to which the option is being exercised and that the participant desires to
     make payment by reason of such exercise in the shares of common stock or,
     if a combination of common stock and cash, the proportions thereof The
     Corporation shall respond promptly to any such request. In no event will
     the denial of a participant's request to make payment of all or a portion
     of the option price in shares of the Corporation abridge the participant's
     rights to make payment as specified in Article XI(a) above.

XII. Stock Appreciation Rights. The Corporation may, by action of the Committee,
grant stock appreciation rights in connection with all or part of any option
granted under the Plan, either concurrently with the grant of such option or at
any time thereafter prior to the exercise or expiration of such option; provide,
however, that any stock appreciation right related to an Incentive Stock Option
shall be granted at the same time that the Incentive Stock Option is granted.
Such stock appreciation rights shall be evidenced by stock appreciation rights
agreements not inconsistent with and subject to the same conditions and
limitations as this Plan. A stock appreciation right shall be exercisable at
such time as the Committee shall determine when granting such right, but shall
not be exercisable with respect to any shares before the time the participant
could exercise his or her option to purchase such shares under his or her
related stock option. The stock appreciation right shall entitle the
participant, in the event of his or her exercise of such right, to receive,
without payment to the Corporation (other than applicable withholding taxes) the
excess of the fair market value, on the date of such exercise, of the shares as
to which the right is exercised over the option price of such shares. Such
excess shall be paid (i) in shares of common stock by the transfer and delivery
to the participant of that number of shares having an aggregate fair market
value on the date of such exercise equal to such excess, or (ii) if requested by
the participant and approved by the Committee, in cash or partially in cash and
partially in shares. The stock appreciation right shall expire if and to the
extent that the stock option issued in connection with it is exercised. Upon
exercise of a stock appreciation right the shares covered by the related option
shall not be available for the grant of further options under this Plan. Each
exercise of a stock appreciation right shall be made by the delivery by the
participant (or his or her personal representative, as the case may be) of
written notice of such election to the Committee, in care of the Secretary of
the Corporation, 101 East Erie Street, Chicago, Illinois 60611, identifying the
related stock option, stating the number of shares with respect to which the
stock appreciation right is being exercised and stating whether the participant
desires to receive by reason of such exercise shares of common stock or cash or,
if a combination of both, the proportions thereof. For purposes of this Plan,
the date of exercise shall be the date when such notice of election is received.
As soon as practical after the date of such receipt, the Corporation shall
deliver or cause to be delivered to such participant, upon the participant's
payment of the applicable withholding taxes, stock certificates for the number
of shares requested in the notice of exercise, or if requested by the
participant and approved by the Committee, cash or cash and stock certificates
for shares as so approved.

XIII. Restricted Stock Awards. The Committee may, in its discretion, grant
restricted stock awards to such eligible individuals as may be selected by the
Committee. Restricted stock awards shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem advisable.

          (a) Number of Shares and Other Terms. The number of shares of the
     Corporation's common stock subject to a restricted stock award and the
     performance measures (if any) and restriction period applicable to a
     restricted stock award shall be determined by the Committee.

          (b) Vesting and Forfeiture. The formal written agreement relating to a
     restricted stock award shall provide, in the manner determined by the
     Committee in its discretion, and subject to the provisions of the Plan, (i)
     for the vesting of the shares of the Corporation's common stock subject to
     such award (A) if specified performance measures are satisfied or met
     during the specified restriction period or (B) if the holder of such award
     remains continuously in the employment of or service to a Company during
     the specified restriction period and (ii) for the forfeiture of the shares
     of the Corporation's common stock subject to such award (A) if specified
     performance measures are not satisfied or met during the specified
     restriction period or (B) if the holder of such award does not remain
     continuously in the employment of or service to a Company during the
     specified restriction period.

          (c) Share Certificates. During the restriction period, a certificate
     or certificates representing a restricted stock award may be registered in
     the holder's name and may bear a legend indicating that the ownership of
     the shares of the Corporation's common stock represented by such
     certificate is subject to the restrictions, terms and conditions of the
     Plan and the formal written agreement relating to the restricted stock
     award. All such certificates shall be deposited with the Corporation,
     together with stock powers or other instruments of assignment (including a
     power of attorney), each endorsed in blank with a guarantee of signature if
     deemed necessary or appropriate by the Corporation, which would permit
     transfer to the Corporation of all or a portion of the shares of the
     Corporation's common stock subject to the restricted stock award in the
     event such award is forfeited in whole or in part. Upon termination of any
     applicable restriction period (and the satisfaction or attainment of
     applicable performance measures) and subject to the Corporation's right to
     require payment of any taxes in accordance with Article XIX, a certificate
     or certificates evidencing ownership of the requisite number of shares of
     the Corporation's common stock shall be delivered to the holder of such
     award.

          (d) Rights with Respect to Restricted Stock Awards. Unless otherwise
     set forth in the formal written agreement relating to a restricted stock
     award, and subject to the terms and conditions of a restricted stock award,
     the holder of such award shall have all rights as a stockholder of the
     Corporation, including, but not limited to, voting rights, the right to
     receive dividends and the right to participate in any capital adjustment
     applicable to all holders of the Corporation's common stock; provided,
     however, that a distribution with respect to shares of the Corporation's
     common stock, other than a distribution in cash, shall be deposited with
     the Corporation and shall be subject to the same restrictions as the shares
     of the Corporation's common stock with respect to which such distribution
     was made.

XIV. Action to Prevent Dilution. If any change is made in the stock subject to
this Plan by reason of stock dividends, a stock split-up or similar corporate
action, appropriate actions shall be taken by the Committee as to the number of
shares and price per share of the stock subject to this Plan or to any award
granted hereunder and to the maximum number of shares of the Corporation's
common stock with respect to which awards may be granted under this Plan during
any calendar year to any person in order to prevent dilution.

XV. Securities Registration. in the event that at any time the Plan is not
registered by the Corporation under the Securities Act of 1933, as amended, the
issuance of shares under said Plan shall be subject to the following provision:
a participant shall certify to the Corporation in such form as it shall require
that he or she will receive and hold such shares for investment and not with a
view to resale or distribution thereof to the public.

XVI. Employment Obligations. The grant of an award under this Plan shall not
impose any obligation on any of the Companies to continue the employment of any
participant. Participation in this Plan shall not affect the eligibility of any
participant for any profit sharing, bonus, insurance, pension, or other extra
compensation plan which any of the Companies may have heretofore adopted or may
at any time hereafter adopt for any employees and other key individuals who
perform services therefor.

XVII. Assignment and Designation of Beneficiary. Any option or stock
appreciation right granted under the Plan shall, by its terms, be exercisable
during the lifetime of the participant only by the participant. Any award
granted under the Plan shall not be assigned, pledged or hypothecated in any
way, shall not be subject to execution, and shall not be transferable by the
participant otherwise than by will or the laws of descent and distribution or to
be designated beneficiary in the event of the participant's death. Any attempt
at assignment, transfer, pledge, hypothecation or other disposition of any award
granted hereunder contrary to the provisions hereof; and the levy of any
attachment or similar proceedings upon any option or stock appreciation right,
shall be null and void. A participant may file with the Corporation a written
designation of one or more persons as such participant's beneficiary or
beneficiaries (both primary and contingent) in the event of the participant's
death. To the extent an outstanding option or stock appreciation right granted
hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to
exercise such option or stock appreciation right.

         Each beneficiary designation shall become effective only when filed in
writing with the Corporation during the participant's lifetime on a form
prescribed by the Corporation. The spouse of a married participant 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
participant fails to designate a beneficiary, or if all designated beneficiaries
of a participant predecease the participant, then each outstanding option
hereunder held by such participant, to the extent exercisable, may be exercised
by such participant's executor, administrator, legal representative or similar
person.

XVIII. Liquidation. Upon the complete liquidation of the Corporation, any
outstanding awards heretofore granted under this Plan shall be deemed canceled.
In the event of the complete liquidation of the Company (other than the
Corporation) employing the participant or for which he or she performs services
or in the event such Company ceases to be a subsidiary of the Corporation, any
outstanding awards granted hereunder shall be deemed canceled unless the
participant shall become employed by or commences to render services to another
Company (including the Corporation) concurrently with such event.

XIX. Withholding Requirements. The Corporation shall have the right to require,
prior to the issuance or delivery of any shares of the Corporation's common
stock, payment by the holder of the award of any federal, state, local or other
taxes which may be required to be withheld or paid in connection with the award.
At the request of a participant or his or her personal representative, and
subject to approval by the Corporation, the Corporation may satisfy any such tax
withholding obligations by withholding from the number of shares to be delivered
to the participant that number of shares (based on the then fair market value of
the shares) equal to the amount of such tax to be withheld. In the alternative,
and subject to approval by the Corporation, the participant may deliver to the
Corporation in whole or partial satisfaction of such tax withholding
obligations, previously owned whole shares to which the participant has good
title, free and clear of all liens and encumbrances, which shall be valued for
such purpose at the then fair market value of such shares.

XX. Governing Law. Awards granted under this Plan shall be construed and shall
take effect in accordance with the laws of the State of Illinois.

XXI. Amendment and Construction. The Board may supplement, amend, suspend or
discontinue this Plan at any time for any reason whatsoever; provided, however,
unless the Board specifically otherwise provides, any revision or amendment that
would cause this Plan to fail to comply with any applicable law or regulation if
such revision or amendment were not approved by the stockholders of the
Corporation shall not become effective unless and until the approval of the
stockholders of the Corporation is obtained; and provided, further, however,
that no award under this Plan may be altered or canceled, except in accordance
with its terms, without the written consent of the participant to whom such
award was granted. The Committee shall have the exclusive authority to
administer this Plan and to construe the terms of this Plan and any award
granted under it.

XXII. Term of the Plan. No award shall be granted hereunder after 10 years from
May 26, 1999.