Exhibit 4.22





                          CORDIANT COMMUNICATIONS GROUP



31 March 1998


Dr R Stomberg
22 Hill Street
London
W1X 7FU


Dear Dr Stomberg

Appointment to the Board of Directors of Cordiant Communications Group plc

On behalf of the Board,  I have set out below the terms that we have  agreed for
your appointment as non-executive director of Cordiant  Communications Group plc
(the "Company").

1.   Appointment

     The  Board is  pleased  to  confirm  your  appointment  as a  non-executive
     director  with  effect  from  1st May  1998.  Subject  to  ratification  by
     shareholders  at the next Annual General  Meeting of the Company and to the
     Company's Articles of Association,  your appointment will be for an initial
     fixed  period of three  years from the 1st May 1998.  The Board may, at its
     absolute  discretion,  renew your appointment for a further fixed period of
     three years (the  "Renewal  Period")  from the expiry of the initial  fixed
     period.

2.   Duties

     i)   You will,  of  course,  be  subject  to the  normal  legal  duties and
          responsibilities of a director.

     ii)  As an independent  director, we expect you to bring objectivity to our
          discussions,  and to help the Board  provide  the  Company  with sound
          leadership, as well as ensuring high standards of corporate governance
          and financial probity and the effectiveness of the management team.

     iii) You are  expected  to  attend  each  meeting  of the  Board and of any
          Committees to which you are appointed,  the Annual General Meeting and
          any   Extraordinary   General   Meetings  of  the  Company.



                       Cordiant Communications Group plc
      121-141 Westbourne Terrace, London W2 6JR, England  Tel: 0171 262 4343
                               Fax: 0171 262 4300
                       Registered Number 1320869 England.

<PAGE>
     iv)  Appropriate  office and secretarial  facilities will be made available
          to you on seven days notice to the Company Secretary.

     v)   You will also serve on both our  Remuneration & Nominations  Committee
          and  Audit  Committee.   The  Remuneration  &  Nominations   Committee
          generally  meets  four  to six  times  each  year,  whilst  the  Audit
          Committee meets at least twice a year, usually in March and August.

     vi)  You are welcome to request further  information  about any part of the
          Group or to visit any of the Group's operations at any time.

     vii) During your  appointment  you will comply with the  Company's  Code of
          Conduct which incorporates the Stock Exchange Model Code of Securities
          Transactions by Directors of Public Companies.

3.   Powers

     A schedule of the authorities and powers  specifically  vested in the Board
     and its various  Committees  will be sent to you  separately by the Company
     Secretary.

4.   Fees

     i)   For your duties as a non-executive  director, the Company will pay you
          an annual director's fee of (pound)20,000 (or such other fee as may be
          determined in accordance  with the Company's  Articles of Association)
          in equal quarterly  instalments,  in arrears,  subject to deduction of
          tax and national insurance contributions.

     ii)  The Company will pay you allowances in connection  with your duties as
          a  non-executive  director in the amounts set out below (or such other
          amount (s) as may from time to rime be  determined  by the  Company in
          gencral  meeting),  in each  case  exclusive  of Value  Added  Tax but
          subject to deduction of tax and National  Insurance  contributions (if
          applicable):

          a)   (pound)600  for each  meeting of the  directors of the Company or
               any Committee thereof which you attend in person;

          b)   (pound)500  for each  meeting of the  directors of the Company or
               any Committee thereof which you attend by telephone; and

          c)   (pound)250 per calendar quarter for you acting as Chairman of any
               committee of the directors of the Company.
<PAGE>

          iii) You will not be entitled  to  participate  in any Company  share,
               bonus or pension schemes or other benefit in kind arrangements of
               the  Company.  The  Company  does,  however,  currently  maintain
               indemnity  insurance  for its  directors,  details  of which  are
               available from the Company Secretary.

5.   Expenses

     i)   The  Company  will  reimburse  you in full for all  reasonable  out of
          pocket  expenses  which  you  may  properly  incur  in the  course  of
          performing your duties as a non-executive  director in accordance with
          the Company's normal procedures.

     ii)  You may, with the approval of the Board,  be reimbursed for your legal
          costs  in  seeking  separate   independent  legal  advice  about  your
          responsibilities  as a director of the Company,  should  circumstances
          arise in which it becomes necessary for you to do so.

6.   Review

     The Board will review your contribution and effectiveness annually.


7.   Termination

     i)   Your  appointment  will at all times be terminable by your resignation
          or your removal from office under the Articles of Association.  If you
          wish to resign, you should give the Company one month's notice of your
          intention  to  do so to  enable  a  replacement  to be  appointed  and
          announcements to be made.

     ii)  Your appointment will terminate automatically upon:-

          a)   the expiry of the initial fixed period,  unless renewed, in which
               case the expiry of the Renewal Period;

          b)   your  vacating  office  under  Article  104  of the  Articles  of
               Association; or

          c)   your being  removed  from office as a director by any  resolution
               duly proposed and passed by the members of the Company.

     iii) On termination of your appointment,  for whatever reason, you will not
          be entitled to any compensation for loss of office.

<PAGE>

8.   Disclosure of Interests

     I would be grateful if you could write to the Company  Secretary as soon as
     possible  to  disclose  your  interests.  You  should set out in full those
     interests  of both  yourself  and your  family of which you and the Company
     will need to be aware in order to avoid any  conflict of  interests  and in
     order to comply with the statutory requirements.  If you have any questions
     regarding  this  disclosure,  please  speak to the Company  Secretary.  The
     Company  Secretary  will also  arrange for you to sign a Form 288a on which
     the Registrar of Companies  must be notified of your  appointment.  On that
     form you will also be required to list all other directorships of companies
     incorporated  in Great Britain that you hold or have held within the last 5
     years.


Please confirm your agreement to these terms by signing the enclosed copy letter
and returning it to me. I look forward to seeing you at our next Board meeting.


Yours sincerely

/s/ [illegible]
-------------------------------
Chairman
For and on behalf of
Cordiant Communications Group plc





I agree to the terms and  conditions set out above relating to my appointment as
a non-executive director of the Company.


April [illegible], 1998                  /s/ Peter Shoning
-------------------------------          -------------------------------
                                         Date
<PAGE>

                          CORDIANT COMMUNICATIONS GROUP


12 March 2001

Dr Rolf Stomberg
Falkenstein 9
22587 Hamburg
GERMANY

Dear Dr Stomberg,

Re-appointment  to the Board of Directors of Cordiant  Communications  Group plc
("the Company")

Pursuant to the minutes of a meeting of the  Directors on 6 March,  I am pleased
to confirm your re-appointment to the Board of Directors of the Company. Subject
to the approval of shareholders at the AGM in June, your appointment will be for
a further period of three years, with effect from 1 May 2001.

All other terms of your appointment  remain as per the appointment  letter dated
31 March 1998.

Please confirm your agreement to the terms of your re-appointment by signing and
returning the enclosed copy letter.

Kind regards.

Yours sincerely,
For and on behalf of Cordiant Communications Group plc


/s/ Denise Williams
-------------------------------
Denise Williams
Secretary



I agree to the terms and conditions set out above relating to my re-appointment
as a non-executive director of the Company.



/s/ [illegible]
--------------------------



                       Cordiant Communications Group plc
     121-141 Westbourne Terrace, London W2 6JR, England. Tel: 020 7262 4343
                               Fax: 020 7706 4327
                       Registered Number 1320869 England.