Vice President Human Resources Employment Agreement

EXHIBIT (10)(xix)(m) January 19, 1994


Randy Kautto 18 Neustadt Lane Chappaqua, New York 10514


Dear Randy:


Erv and I are delighted that you will be joining us on or about February 1 in the position of Vice President Human Resources, reporting directly to Erv.


The essentials of your package are as follows:


1. Salary: Base salary of $20,838.88 on a monthly basis, which
annualizes to $250,000 a year.


2. Bonus: Your annual bonus has a 40% standard award and can go
as high, with stretch, as 65% of base salary. You will be
eligible for the 1994-96 Long-term Plan with a standard award
of $60,000. We guarantee a payment of at least $75,000 in
early 1997 under that program.


3. Your Vested Options: We will buy out your unvested 8,150
stock options at $49.05 a share at the January 14, 1994
closing price of 57-5/8, reported in Monday's Wall Street
Journal. That buy-out comes to a total of $69,886.25. This
will be payable within 30 days of your reporting to work.


4. Options: You will be eligible for 30,000 option shares at the
next annual grant, which we expect to occur within the next 90
days. You will be eligible for 10,000 sha ...