<PAGE>

                                                                    EXHIBIT 10.3






                         TRUE NORTH COMMUNICATIONS INC.
                              ASSET PROTECTION PLAN





                     AMENDED AND RESTATED AS OF JUNE 1, 2000

<PAGE>

                         TRUE NORTH COMMUNICATIONS INC.
                              ASSET PROTECTION PLAN


          True North Communications Inc. ("True North") currently maintains the
True North Communications Inc. Asset Protection Plan (the "Plan"). Effective
June 1, 2000, the Plan is hereby amended and restated in its entirety as
follows:

SECTION 1:     PURPOSE OF THE PLAN.

          (a)  PURPOSE. The purpose of the Plan is to secure continued service,
               dedication and objectivity of certain executive employees of True
               North and its subsidiaries (hereinafter individually or
               collectively, as the case may be, referred to as the "Company")
               in the event of any threat or occurrence of, or negotiation or
               other action that could lead to, or create the possibility of, a
               Change in Control of True North, without concern as to whether
               such employees might be hindered or distracted by personal
               uncertainties and risks created by any such possible Change in
               Control.

          (b)  CHANGE IN CONTROL DEFINED. For purposes of the Plan, the term
               "Change in Control" means one or more of the following:

               (i)  any "person" (as such term is used in Section 13(d) and
                    14(d)(2) of the Securities Exchange Act of 1934 (the
                    "Exchange Act")) other than:

                    (A)  a trustee or other fiduciary of securities held under
                         an employee benefit plan of True North;

                    (B)  a corporation owned, directly or indirectly, by the
                         stockholders of True North in substantially the same
                         proportions as their ownership of True North; or

                    (C)  any person in which the Participant (as defined in
                         Section 2(b))who is claiming that a Change in Control
                         has occurred has a substantial equity interest
                         (provided that the foregoing applies only in
                         determining the rights under the Plan of that
                         particular Participant);

                    is or becomes a beneficial owner (as defined in Rule 13d-3
                    under the Exchange Act), directly or indirectly, of stock of
                    True North representing 20% or more of the total voting
                    power of True North's then outstanding stock;

<PAGE>

               (ii) a tender offer is made for the stock of True North by a
                    person other than a person described in subparagraph (i)(A),
                    (i)(B) or (i)(C) above, and one of the following occurs:

                    (A)  the person making the offer owns or has accepted for
                         payment stock of True North representing 20% or more of
                         the total voting power of True North's then outstanding
                         stock; or

                    (B)  three business days before the offer is to terminate
                         (unless the offer is withdrawn first) such person could
                         own, by the terms of the offer plus any shares owned by
                         such person, stock representing 20% or more of the
                         total voting power of the True North's outstanding
                         stock when the offer terminates;

               (iii) during any period of two consecutive years there shall
                     cease to be a majority of the Board of Directors of True
                     North (the "Board") comprised of individuals who

                    (A)  at the beginning of such period, were members of the
                         Board, or

                    (B)  are new director(s) whose election by the Board or
                         nomination for election by True North's stockholders
                         was approved by a vote of at least two-thirds of the
                         directors then still in office who either were
                         directors at the beginning of the two-year period or
                         whose election or nomination for election was
                         previously so approved; or

               (iv) the stockholders of True North approve a merger,
                    consolidation or any sale, lease, exchange or other transfer
                    (in one transaction or a series of related transactions) of
                    all, or substantially all, of the assets of True North with
                    any other company other than:

                    (A)  such a merger, consolidation or any sale, lease,
                         exchange or other transfer of all, or substantially
                         all, of the True North assets which would result in
                         True North's voting stock outstanding immediately prior
                         thereto continuing to represent (either by remaining
                         outstanding or by being converted into voting stock of
                         the Surviving Entity) more than 70% of the combined
                         voting power of True North's or such Surviving Entity's
                         outstanding voting stock immediately after such merger
                         or consolidation; or

                    (B)  such a merger, consolidation or any sale, lease,
                         exchange or other transfer of all, or substantially all
                         of the True North assets which would result in the
                         directors of True North who were directors immediately
                         prior thereto continuing to constitute at least 50% of
                         the directors of the Surviving Entity immediately after
                         such merger or consolidation.


                                       2
<PAGE>

                    For purposes of this subparagraph (iv), "Surviving Entity"
                    shall mean only an entity in which all of True North's
                    stockholders become stockholders by the terms of such merger
                    or consolidation, and the phrase "directors of True North
                    who were directors immediately prior thereto" shall not
                    include:

                    (I)  any director of True North who was designated by a
                         person who has entered into a separate agreement with
                         True North to effect a transaction described in this
                         subparagraph or in paragraph (i) above; or

                    (II) any director who was not a director at the beginning of
                         the 24-consecutive-month period preceding the date of
                         such merger or consolidation

                    unless his or her election by the Board or nomination for
                    election by True North's stockholders, was approved by a
                    vote of at least two-thirds of the directors then still in
                    office who were directors before the beginning of such
                    period.

SECTION 2:     ELIGIBILITY.

          (a)  SELECTION BY THE COMMITTEE. 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 True
               North (the "Committee") (or by any officer of True North who has
               been delegated such authority by the Committee, as provided in
               Section 3 below). 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.

          (b)  EXECUTED AGREEMENT REQUIRED FOR PARTICIPATION. Each key employee
               selected by the Committee shall be required to execute a separate
               Asset Protection Plan Participation 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 his or her Agreement
               is hereinafter referred to as a "Participant."

SECTION 3:     PLAN ADMINISTRATION.

          (a)  COMMITTEE'S AUTHORITY. The Committee 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


                                       3
<PAGE>

               advisable. All such rules, regulations, determinations and
               interpretations shall be binding and conclusive upon the Company,
               its officers, employees, shareholders, Participants, their
               respective legal representatives, beneficiaries, successors and
               assigns, and upon all other persons claiming under or through any
               of them.


          (b)  DELEGATION OF COMMITTEE'S AUTHORITY. Notwithstanding the
               foregoing provisions of Section 2 and 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)  QUALIFYING TERMINATION OF EMPLOYMENT AS CONDITION FOR BENEFIT
               ELIGIBILITY. No benefits shall be payable under the Plan or any
               Agreement unless the Participant's employment is terminated
               pursuant to a Qualifying Termination. A "Qualifying Termination"
               shall mean a termination of employment of the Participant during
               the 24-month period beginning on the date of a Change in Control
               which occurs as follows:

               (i)  involuntary termination of employment by the Company for any
                    reason other than death, Cause (as defined in paragraph (b)
                    below) or Disability (as defined in paragraph (c) below); or

               (ii) resignation by the Participant upon the occurrence of one of
                    the following events without the Participant's consent:

                    (A)  any change or changes in the Participant's duties and
                         responsibilities or position that, taken as a whole,
                         result in a material diminution of the Participant
                         duties and responsibilities or position as compared to
                         such duties and responsibilities or position held
                         immediately prior to the Change in Control;

                    (B)  a decrease in the Participant's base salary as in
                         effect immediately prior to the Change in Control; or

                    (C)  the relocation of the Participant's office to a
                         location more than 50 miles from the location of his or
                         her office immediately prior to the Change in Control.

                    Notwithstanding the provisions of this subparagraph (ii), to
                    constitute a "Qualifying Termination" for purposes of this
                    Plan and the Participant's Agreement, the Participant must
                    notify the Company of his or her intent to


                                       4
<PAGE>

                    terminate employment within 60 days of the principal event
                    or events giving rise to the 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.

          (c)  DEFINITION OF DISABILITY. Disability shall mean a good faith
               determination by the Company that the Participant is unable to
               perform regularly his or her duties on a full-time basis by
               reason of illness or incapacity for a period of more than three
               consecutive months.

SECTION 5:     CHANGE IN CONTROL BENEFITS. In the event of a Participant's
Qualifying Termination, the Company shall pay the Participant the following:

          (a)  LUMP-SUM PAYMENTS UPON A QUALIFYING TERMINATION. An amount equal
               to the sum of:

               (i)  CURRENT-YEAR SALARY. The Participant's current annual base
                    salary from the Company through the date of the Qualifying
                    Termination to the extent not theretofore paid; PLUS

               (ii) CHANGE IN CONTROL SALARY. The Participant's annual rate of
                    salary in effect on the date of his or her Qualifying
                    Termination multiplied by the Participant's Income Multiple
                    specified in the Participant's Agreement; PLUS

               (iii) CURRENT-YEAR BONUS. A pro rata portion of the Participant's
                     current annual bonus from the Company determined by

                    (A)  calculating 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


                                       5
<PAGE>

                         years at the time of his or her Qualifying Termination)
                         MULTIPLIED BY

                    (B)  a fraction, the numerator of which is the number of
                         days in the current fiscal year through the date of the
                         Qualifying Termination and the denominator of which is
                         365 or 366, as the case may be; PLUS

               (iv) CHANGE IN CONTROL BONUS. The Participant's Income Multiple
                    as specified in the Participant's Agreement multiplied by
                    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 Qualifying
                    Termination).

          (b)  MEDICAL, DENTAL AND LIFE INSURANCE BENEFITS CONTINUED FOR A
               DESIGNATED TERM. During the Benefit Period specified in the
               Participant's Agreement, 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 Benefit 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 (the
               "Code"), 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 (b).

          (c)  CONDITIONS AND LIMITATIONS TO RECEIVING FULL CHANGE IN CONTROL
               BENEFITS.

               (i)  ASSISTANCE TO COMPANY FOLLOWING QUALIFYING TERMINATION. The
                    Participant shall be required to provide assistance to the
                    Company following a Qualifying Termination in order to
                    ensure a smooth transition with respect to such
                    Participant's departure from the Company. Such assistance
                    shall include, to the extent necessary, responses to any
                    governmental agencies pertaining to areas of expertise that
                    the Participant held during the scope of his or her
                    employment with the Company, cooperation with any legal
                    proceedings, and any other reasonable requests made by the
                    Company during the Benefit Period.

               (ii) APPLICATION OF SECTION 4999 OF THE CODE.

                    (A)  PROVISIONAL REDUCTION IN BENEFITS. Notwithstanding
                         anything to the contrary, if any payments pursuant to
                         Section 5 of the Plan, after taking into account all
                         other payments to which the


                                       6
<PAGE>

                         Participant is entitled from the Company, would be
                         subject to the excise tax imposed under Section 4999 of
                         the Code, such payments shall be reduced to the extent
                         required to avoid such excise tax IF AND ONLY IF such
                         reduction would result in a larger after-tax benefit to
                         the Participant, taking into account all applicable
                         local, state, federal and foreign income and excise
                         taxes.

                    (B)  INDEPENDENT DETERMINATION. All determinations required
                         to be made under sub-subparagraph (A) above, including
                         whether and when a reduction in the amount payable
                         hereunder pursuant to Section 5 is required and the
                         amount of any such reduction and the assumptions to be
                         utilized in arriving at such determination, shall be
                         made by True North's public accounting firm (the
                         "Accounting Firm") which shall provide detailed
                         supporting calculations both to the Company and the
                         Participant within 15 business days of the receipt of
                         notice from the Company that there has been a payment
                         under Section 5 to the Participant, 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, entity or
                         group affecting the Change in Control, the Participant
                         shall appoint another nationally recognized public
                         accounting firm to make the determination 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 under
                         Section 4999 of the Code, it shall furnish the
                         Participant with the written opinion that failure to
                         report such excise tax on the participant'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 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 5 of the Plan 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.

               (ii) TAX WITHHOLDING. All 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.

               (iii) RELEASE OF CLAIMS AND LIABILITY. Notwithstanding anything
                     to the contrary under the Plan, the Participant shall be
                     required to execute a


                                       7
<PAGE>

                    "Release of Claims and Liability" as approved by the
                    Committee as a condition of receiving any payment under this
                    Section 5.

               (iv) COMPLIANCE WITH ALL TERMS AND CONDITIONS. Notwithstanding
                    anything to the contrary, all payments under this Section 5
                    are conditional 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 mutually benefit both the Participant, through financial
security, and the Company, through 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 any 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 that same Participant's applicable
               Benefit 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. 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 that same Participant's applicable Benefit Period, a
               Participant is prohibited from, directly or indirectly, employing
               or attempting to employ or assist anyone else in attempting to
               employ any person who is at such time or 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


                                       8
<PAGE>

                    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 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


                                       9
<PAGE>

               stockholders or other owners of the Company. This subparagraph
               (i) 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 was
               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.

SECTION 7:     AMENDMENT OR TERMINATION.

The Company reserves the right to have the Committee amend, modify, suspend, or
terminate the Plan at any time prior to a Change in Control; provided, however,
that without the consent of the Participant, no such amendment, modification,
suspension or termination shall materially reduce or diminish his or her right
to receive any payment or benefit then due and payable under the Plan
immediately prior to such amendment, modification, suspension or termination;
and provided further that the Plan may not be terminated or materially amended
during any period of time when the Board of Directors of True North has
knowledge that any person has taken steps reasonably calculated to effect a
Change in Control until, in the reasonable opinion of the Committee, such person
has abandoned or terminated its efforts to effect a Change in Control.

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 acceptable to both parties. The arbitration
               shall be conducted in accordance with the rules of the American
               Arbitration Association. The arbitrator's determination shall be
               final


                                       10
<PAGE>

               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)  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.

          (c)  EFFECT OF DEATH. In the event of the Participant's death after
               termination of employment, any earned but unpaid lump-sum
               severance benefits under Section 5 shall be paid to the
               Participant's estate or designated beneficiaries in accordance
               with the provisions of Section 5.

          (d)  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.

          (e)  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.

          (f)  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.

          (g)  COORDINATION WITH OTHER PLANS AND ARRANGEMENTS. Benefits payable
               under the Plan shall supersede benefits that would otherwise be
               payable concurrently under


                                       11
<PAGE>

               any other Company plan or program. In addition, 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
               number of weeks in 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
               Income Multiple times 52, then the Income Multiple and the
               Benefit Period for such Participant shall be increased to
               correspond to the severance period that would have applied under
               such severance policy.

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

          (i)  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.

          (j)  EFFECTIVE DATE AND GOVERNING LAW. This amended and restated 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
                                        ----------------------------------
                                   Its:      Executive Vice President
                                        ----------------------------------
                                   Dated:    July 6, 2000
                                        ----------------------------------



                                       12