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                                                                    Exhibit 10.2

                        EMPLOYMENT AGREEMENT AMENDMENT
                        ------------------------------

     This AMENDMENT to the Employment Agreement dated as of July 30, 1997 (the
"Employment Agreement"), by and between True North Communications Inc., a
Delaware corporation (the "Company"), and Charles D. Peebler, Jr. (the
"Executive") is entered into as of May 1, 1999.

                              W I T N E S S E T H
                              - - - - - - - - - -

     WHEREAS, the Company and the Executive have entered into the above-
referenced Employment Agreement pursuant to which the Executive has served as
the President of the Company and the Chairman and Chief Executive Officer of the
True North Diversified Companies;

     WHEREAS, the Employment Agreement replaced and superseded the Employment
Agreement dated as of April 1, 1992, between the Executive and Bozell, Jacobs,
Kenyon & Eckhardt, Inc. ("Bozell"), and was entered into in connection with the
execution of the Agreement and Plan of Merger, dated as of July 30, 1997, among
the Company, Cherokee Acquisition Corporation and Bozell, pursuant to which
Bozell became a wholly-owned subsidiary of the Company as of December 30, 1997;
and

     WHEREAS, the Company and the Executive have mutually agreed to modify the
Executive's title, duties, responsibilities and corresponding compensation, and
the parties desire to amend the Employment Agreement accordingly, as set forth
below.

     NOW, THEREFORE, it is agreed that the Employment Agreement is hereby
amended, effective as of May 1, 1999, in the following respects:

     1.   Position and Duties.  Section 1.1 of the Employment Agreement is
          amended in its entirety to read as follows:

          "The Company hereby agrees to employ the Executive, and the Executive
          hereby agrees to accept employment by the Company, upon the terms and
          subject to the conditions contained in this Agreement, as the
          Company's Chairman Emeritus. The Executive shall report directly to
          the Chief Executive Officer of the Company or, as applicable, to the
          Board of Directors of the Company (the `Board'). The Executive's
          services hereunder shall be performed on a part-time basis at the
          Company's offices located in New York City except for travel
          reasonably required to perform such services. During the Term of
          Employment (as hereinafter defined), the Executive shall work as an
          employee hereunder the equivalent of at least 10 full business days
          each month. It shall not be a violation of this Agreement for the
          Executive to manage his personal finances, investments and business
          affairs, or to engage in or serve such civic, community, charitable,
          education, religious and similar type activities and organizations as
          he may select, or to serve as a director of a reasonable number of
          business corporations, so long as such activities do not impact the
          performance of the Executive's duties and responsibilities hereunder,
          and so long as no such service as a director is inconsistent with his
          positions and duties hereunder. During the Term of Employment,

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          Company management will recommend that the Executive be slated for
          election as a member of the Board."

     2.   Responsibilities. Section 1.2 of the Employment Agreement is amended
          in its entirety to read as follows:

          "Subject to the powers, authority and responsibilities vested in the
          Board and the Chief Executive Officer and in duly constituted
          committees of the Board, the Executive, as an employee hereunder,
          shall have the authority and responsibility for (i) providing advisory
          and leadership assistance to the True North Diversified Companies,
          (ii) seeking opportunities for Company clients to benefit from total
          consolidation of their business with the Company's operating units,
          (iii) providing advice to the Chairman of the `Warriors Council,' (iv)
          developing business opportunities for the Company's operating units,
          including through the use of current and former business networks, (v)
          generating and presenting strategies and opportunistic ideas for the
          Company and its operating units, (vi) providing reports and
          recommendations to the Chief Executive Officer at least semi-annually,
          (vii) representing the Company in the New York community, and (viii)
          serving as an ex-officio member of staff and management meetings, as
          desired."

     3.   Term of Employment.  Section 2.1 of the Employment Agreement is
          amended to provide that the term of the Employment Agreement, as
          amended hereby, shall commence on May 1, 1999 and shall continue
          through July 31, 2002, unless earlier terminated in accordance with
          Section 2.2 of the Employment Agreement. This revised term of
          employment and any mutually agreed-upon extension thereof shall be
          referred to as the "Term of Employment."

     4.   Base Salary and Incentive Compensation.  Section 3.1 of the Employment
          Agreement is amended in its entirety to read as follows:

          "The Company shall pay to the Executive base salary at the rate of
          $300,000 per annum in accordance with the Company's regular payroll
          practices, but not less often than monthly. The Executive shall also
          be entitled to receive annual incentive compensation in accordance
          with the Company's Executive Compensation Program on a pro-rated basis
          for the period January 1, 1999 through April 30, 1999 (subject to a
          minimum amount of $250,000). Other than the stock option grant
          described in the first paragraph of Section 3.2 below, the Executive
          shall not be entitled to any incentive compensation with respect to
          the Term of Employment after May 1, 1999."

     5.   Stock Options.  Section 3.2 of the Employment Agreement is amended to
          read as follows:

          "The Executive is granted an option to purchase up to 15,000 shares of
          Company common stock under and pursuant to the terms and conditions of
          the True North Communications Inc. Stock Option Plan. This option is
          granted as of May 1, 1999, the per-share exercise price is the closing
          price of


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          Company common stock on that date, and it shall vest over three years.
          The specific terms and conditions of this option shall be set forth in
          a stock option agreement to be executed between the Executive and the
          Company.

          Subject to the third paragraph of this Section 3.2, upon termination
          or expiration of the Term of Employment, for any reason, or prior to
          the occurrence of a Change in Control (as hereinafter defined), all of
          the stock options theretofore granted to the Executive by the Company
          then held by the Executive shall be fully exercisable until the end of
          the full term thereof.

          The foregoing paragraph shall not apply to the stock option for
          100,000 shares granted to the Executive on March 3, 1998 (the
          "Option"), if the Executive terminates his Employment pursuant to
          Section 4.2 hereof.  Upon such elective termination, the Option, to
          the extent not previously exercised, shall automatically expire.
          Furthermore, if the Executive terminates his Employment pursuant to
          Section 4.2 hereof, he shall be obligated to repay promptly to the
          Company the dollar amount of any gain realized/1/ by him upon his
          exercise of the Option or to direct the Company to offset the dollar
          amount of any such gain against any amounts due to him from the
          Company at that time.  In either event, to the extent legally
          permissible, the Company shall offset the dollar amount of any such
          repaid gain against the total of the Executive's compensation that is
          reported to the IRS on Form W-2 for the applicable calendar year."

     6.   Other Compensation and Benefits.  The following phrase is deleted from
          Section 3.4 of the Employment Agreement:

          "Executive shall be entitled to participate in the most favorable
          compensation plans, programs and arrangements (including any stock-
          related or incentive plans) maintained by, or offered to senior
          executives of, Bozell or its subsidiaries or affiliates from time to
          time, in accordance with the terms thereof, and the"

     7.   Termination not for Cause or for Good Reason.  Subsections (a) and (d)
          of Section 4.1 of the Employment Agreement are amended in their
          entirety to read as follows:

               "(a)  the Executive shall be entitled to receive: (i) all Base
          Salary payable with respect to the Term of Employment through the date
          of the Notice of Termination, (ii) any unpaid incentive compensation
          for the period January 1, 1999 through April 30, 1999 (subject to the
          guaranteed minimum amount of $250,000), and (iii) reimbursement, in
          accordance with Section 3.5, of expenses incurred by him through the
          date of such Notice of Termination;"

               "(d)  the Company will pay to the Executive $4,050,000 in a
          single lump-sum cash payment."

-----------------------------
/1/  The gain realized is defined as the number of shares exercised times the
difference between the per share exercise price and the per share fair market
value on the date of such exercise.


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     8.   Elective Termination.  Section 4.2 of the Employment Agreement is
          amended by changing the date February 28, 1999 to October 1, 1999,
          changing the date June 30, 1999 to April 30, 2000, and by amending
          subsections (a) and (c) in their entirety to read as follows:

               "(a)  the payments and benefits provided in Section 4.1(a), (b)
          and (c); provided, however, that the benefits described in Section
          4.1(b) shall not apply to the Option described in the third paragraph
          of Section 3.2, except to the extent the benefits described in Section
          4.1(b) are applied under Section 4.3 or 4.4 below;"

               "(c)  cash compensation equal to $1,350,000 and benefits
          otherwise payable hereunder during the remaining Term of Employment as
          if no Notice of Termination has been delivered, and for the balance of
          the Term of Consultancy, cash compensation equal to $810,000, payable
          in accordance with the usual payroll practices of the Company, but not
          less often than monthly."

     9.   Definition of Good Reason.  Section 4.6 of the Employment Agreement is
          amended to read as follows:

          "For purposes of this Agreement, `Good Reason' shall mean termination
          of the Executive's employment by the Executive due to the occurrence,
          without the Executive's express written consent, of any of the
          following events:  (a) the assignment to the Executive of any duties
          that either (i) are inconsistent with the Executive's position,
          duties, responsibilities or status with the Company as set forth in
          Sections 1.1 and 1.2 or (ii) result in a diminution of Executive's
          responsibilities, (b) an adverse change in the Executive's reporting
          responsibilities, titles or offices with the Company, (c) a material
          breach of the Company's obligations set forth in this Agreement,
          including a breach of the covenant contained in Section 9.2, (d) a
          decrease in the Executive's base salary, (e) any requirement of the
          Company that the location where the Executive is based be materially
          changed, (f) any purported termination of the Executive's employment
          by the Company not effected in accordance herewith, or (g) the
          Executive shall have relinquished his position with the Company
          hereunder within two years after the occurrence of a Change in
          Control.  For purposes of this Agreement, any action taken by the
          Company in good faith that is of such a nature that correction can be
          effected and that is fully corrected by the Company within 30 days
          after receipt of written notice thereof given by the Executive shall
          not constitute a basis for Good Reason."

     10.  Termination for Cause or for other than Good Reason.  Section 5.1 of
          the Employment Agreement is amended as follows:

          a.   Subsections (b) and (c) are replaced by the following subsection
               (b): "any unpaid incentive compensation for the period January 1,
               1999


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               through April 30, 1999 (subject to the guaranteed minimum amount
               of $250,000);"

          b.   Subsection (d) and (e) are renumbered as subsections (c) and (d).

          c.   The following phrase is deleted from the end of the first
               sentence of Section 5.1: "provided that in determining the
               aggregate amount of the Base Salary payable pursuant to clause
               (a) of this Section 5.1 and the Incentive Compensation payable
               pursuant to clause (c) of this Section 5.1, the Calendar Year
               Minimum Compensation shall be prorated through the date of
               termination of the Executive's employment hereunder for Cause or
               the Notice of Termination is given by the Executive, as
               applicable."

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the 30th day of May, 1999, to be effective as of May 1, 1999.


                                     TRUE NORTH COMMUNICATIONS INC.


                                     By: /s/ David A. Bell
                                        ---------------------------------------
                                         David A. Bell,
                                         Chief Executive Officer


                                     By: /s/ Marilyn R. Seymann
                                        ---------------------------------------
                                         Marilyn R. Seymann,
                                         Chairman of the Compensation Committee
                                         of the Board of Directors

                                     EXECUTIVE


                                     /s/ Charles D. Peebler, Jr.
                                     ------------------------------------------
                                         Charles D. Peebler, Jr.


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