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                                                                   EXHIBIT 10(h)


         BEARINGS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS PLAN
         --------------------------------------------------------------
                           (JULY 1, 1993 RESTATEMENT)






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                                 BEARINGS, INC.
                 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS PLAN
                           (JULY 1, 1993 RESTATEMENT)

                                TABLE OF CONTENTS

Section                                                                 Page No.
-------                                                                 --------

                                    ARTICLE I
                                   DEFINITIONS

1.1      Definitions...........................................................1

                                   ARTICLE II
                                  PARTICIPATION

2.1      Participants..........................................................2
2.2      Designation of Participants...........................................2

                                   ARTICLE III
                   SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS

3.1      Eligibility...........................................................2
3.2      Amount................................................................3

                                   ARTICLE IV
                               PAYMENT OF BENEFITS

4.1      Commencement of Benefits..............................................3
4.2      Optional Methods of Payment...........................................3
4.3      Effect of various Circumstances Upon an Option........................5
4.4      Payment Under an Option...............................................5

                                    ARTICLE V
                                SURVIVOR BENEFITS

5.1      Eligibility for Survivor Benefit......................................5
5.2      Survivor Benefit Amount...............................................5
5.3      Payment of Survivor Benefit...........................................5

                                   ARTICLE VI
                           AMENDMENT AND TERMINATION 6

                                   ARTICLE VII
                                  MISCELLANEOUS

7.1      Non-Alienation of Retirement Rights or Benefits.......................6
7.2      Payment of Benefits to Others.........................................6
7.3      Plan Non-Contractual..................................................6
7.4      Funding...............................................................6
7.5      Actuarially Equivalent Benefits.......................................7
7.6      Claims of Other Persons...............................................7
7.7      Severability..........................................................7
7.8      Governing Law.........................................................7

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                                 BEARINGS, INC.
                 SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS PLAN
                           (JULY 1, 1993 RESTATEMENT)


                  WHEREAS, the Bearings, Inc. Supplemental Executive Retirement
Benefits Plan (hereinafter referred to as the "Plan") was established by
Bearings, Inc. (hereinafter referred to as the "Company") on January 21, 1988,
for the benefit of certain of the officers and key executives; and

                  WHEREAS, the Plan has been amended from time to time on seven
occasions; and

                  WHEREAS, the Company now desires to amend and restate the Plan
as of July 1, 1993;

                  NOW, THEREFORE, the Plan is hereby amended and restated
effective as of July 1, 1993, as hereinafter set forth.


                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

                  1.1 DEFINITIONS. For purposes of the Plan, each of the
following words and phrases shall have the meaning hereinafter set forth unless
a different meaning is clearly required by the context:

                  (a) The term "BENEFICIARY" shall mean the person or persons
         who is designated by a Participant to receive a survivor benefit
         pursuant to the provisions of Article V in the event such Participant
         and, if applicable, his Contingent Annuitant or Term-Certain
         Beneficiary die prior to payment of the actuarial present value of such
         Participant's benefit under the Plan.

                  (b) The term "COMPANY" shall mean Bearings, Inc., a Delaware
         corporation, its corporate successors, and the surviving corporation
         resulting from any merger of Bearings, Inc. with any other corporation
         or corporations.

                  (c) The term "CONTROLLED GROUP" shall mean the group of
         related corporations of which the Company is a member as determined
         under Section 1563(a) of the Internal Revenue Code of 1954, as amended.

                  (d) The term "EFFECTIVE DATE" shall mean January 21, 1988, the
         date that the Plan was established.

                  (e) The term "HIGHEST FINAL AVERAGE COMPENSATION" shall mean
         the aggregate amount of the highest of base compensation of a
         Participant from the Controlled Group with respect to the three
         consecutive years during the last ten calendar years of the
         Participant's employment which produces a higher average than any other
         three-year period including any amounts which would otherwise be paid
         as base compensation but which are deferred by a Participant pursuant
         to any qualified or unqualified deferred compensation program sponsored
         by the Controlled Group, but excluding any deferred compensation
         received during any such year but credited under the Plan to the
         Participant for a prior year.


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                  (f) The term "NORMAL RETIREMENT DATE" shall mean the date on
         which a Participant attains 65 years of age.

                  (g) The term "PARTICIPANT" shall mean an employee of the
         Company designated to participate in the Plan pursuant to Article II of
         the Plan.

                  (h) The term "PLAN" shall mean the Bearings, Inc. Supplemental
         Executive Retirement Benefits Plan as amended and restated herein
         effective as of July 1, 1993, with all amendments, modifications, and
         supplements hereafter made.

                  (i) The term "SERVICE" shall mean the period of time that a
         Participant is employed as an employee by any member of the Controlled
         Group.

                  (j) The term "CHANGE IN CONTROL" shall mean the occurrence of
         either of the following events:

                           (1)      When any "person" (as such term is used in
                                    Section 13(d)(3) and 14(d)(2) of the
                                    Exchange Act) becomes the "beneficial owner"
                                    (as such term is used in Rule 13d-3 under
                                    the Securities and Exchange Act of 1934) of
                                    securities of the Company representing 40
                                    percent or more of the combined voting power
                                    of the Company's then outstanding
                                    securities, or,

                           (2)      When individuals who at the beginning of any
                                    two-year period constitute the Board of
                                    Directors of the Company cease for any
                                    reason to constitute at least a majority
                                    thereof, unless the election or the
                                    nomination for election by the Company's
                                    shareholders of each new director was
                                    approved by a vote of at least two-thirds of
                                    the directors then still in office who were
                                    directors at the beginning of such period.


                                   ARTICLE II

                                  PARTICIPATION
                                  -------------

                  2.1 PARTICIPANTS. The Participants in the Plan shall be such
officers and other key executives of the Company as shall be designated as
Participants from time to time by the Board of Directors of the Company.

                  2.2 DESIGNATION OF PARTICIPANTS. The designation of an
individual as a Participant shall be made by action of the Board of Directors of
the Company.


                                   ARTICLE III

                   SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS
                   ------------------------------------------


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                  3.1 ELIGIBILITY. Any Participant who terminates his employment
with the Controlled Group shall be eligible for a monthly supplemental executive
retirement benefit at or after attainment of age 55 determined in accordance
with the provisions of Section 3.2.

                  3.2 AMOUNT. The monthly supplemental executive retirement
benefit payable to an eligible Participant shall be equal to 45% of his Highest
Final Average Compensation reduced by 1/20th for each year his service is less
than 20; provided, however, that in no event shall such annual benefit payable
to, or with respect to, the following participants to be less than the amounts
set forth below:

                     Participant                Annual Benefit at Age 65
                     -----------                ------------------------

                     J. C. Dannemiller                   70,000
                     T. L. Bradley                       50,000
                     F. L. Mohr                          50,000
                     J. L. Mugnano                       25,000
                     J. C. Robinson                      35,000
                     R. C. Stinson                       25,000
                     J. R. Whitten                       25,000

and provided further that in addition to the amount of annual supplemental
executive retirement benefit described above, J. R. Cunin shall receive the
amount of $20,000 annually upon retirement.


                                   ARTICLE IV

                               PAYMENT OF BENEFITS
                               -------------------

                  4.1 COMMENCEMENT OF BENEFITS. Supplemental executive
retirement benefits shall be payable monthly to an eligible Participant
commencing with the later of the month next following the month in which he
becomes eligible for such benefit or the month designated by him in writing to
the Company and, subject to the provisions of Section 4.2 and Article V,
terminating with the month in which the death of such Participant occurs;
provided, however, that in the event the employment of a Participant is
terminated for any reason, other than death, within three years after a Change
in Control, such Participant shall receive the actuarial equivalent of his
monthly supplemental executive retirement benefit in a lump sum as soon as
practicable, but in no event later than 60 days after such termination.
Notwithstanding the foregoing, in the event of a Change in Control, any
Participant who is receiving, or who is eligible to receive, a monthly
supplemental executive retirement benefit, shall receive the actuarial
equivalent of such supplemental executive retirement benefit, or the remaining
portion thereof, in a lump sum as soon as practicable, but in no event later
than 60 days after such Change in Control occurs.

                  4.2 OPTIONAL METHODS OF PAYMENT. Any Participant who becomes
eligible under the Plan for a supplemental executive retirement benefit may, in
lieu of any benefits otherwise payable under the Plan, elect to receive payment
of such benefit in accordance with any one of the following options:

                           Option A A reduced monthly retirement benefit payable
                  to such Participant for his lifetime following his retirement,
                  with the continuance of a monthly benefit equal to one-half of
                  such reduced amount after his death to his Contingent
                  Annuitant during the lifetime of the Contingent 

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                  Annuitant, provided that such Contingent Annuitant is living
                  at the time such Participant's benefit commences.

                           OPTION B A reduced monthly retirement benefit payable
                  to such Participant for his lifetime following his retirement,
                  with the continuance of a monthly benefit equal to
                  three-quarters of such reduced amount after his death to his
                  Contingent Annuitant during the lifetime of the Contingent
                  Annuitant, provided such Contingent Annuitant is living at the
                  time such participants benefit commences.

                           OPTION C A reduced monthly retirement benefit payable
                  to such participant for his lifetime following his retirement,
                  with the continuance of a monthly benefit equal to such
                  reduced amount after his death to his Contingent Annuitant
                  during the lifetime of the Contingent Annuitant, provided such
                  Contingent Annuitant is living at the time such participant's
                  benefit commences.

                           OPTION D A reduced monthly retirement benefit payable
                  to such participant for his lifetime following his retirement,
                  with the continuance to the persons designated by him or such
                  reduced amount after his death for the remainder, if any, of
                  the ten-year term commencing with the date as of which the
                  first payment of such monthly benefit is made, and with any
                  monthly benefits remaining unpaid upon the death of the
                  survivor of the Participant and his Term-Certain Beneficiary
                  to be made to the estate of such survivor.

                           OPTION E A commercial annuity in the form of a single
                  life annuity for the life of such Participant.

                           OPTION F A commercial annuity in the form of a cash
                  refund annuity.

                           OPTION G A commercial annuity for a term certain of
                  ten years and continuous for the life of the Participant if he
                  survives such term certain and with the continuance to the
                  persons designated by him of any benefits remaining unpaid
                  upon his death.

                           OPTION H A commercial annuity payable for the life of
                  such Participant with a survivor annuity for the life of his
                  Contingent Annuitant which shall be equal to 50%, 75%, or 100%
                  of the annuity payable during the joint lives of the
                  Participant and such Participant's Contingent Annuitant.

                  The Contingent Annuitant of a Participant under Option, A, B.
C, or G or the Term-Certain Beneficiary under Option D or H shall be any person
so designated by such Participant. The monthly payments to be made under any
such option shall be in amounts the actuarial value of which, on the date of
commencement thereof or, if earlier, as of the Participant's Normal Retirement
Date, shall be the actuarial equivalent of the monthly benefits otherwise
payable to the Participant under the Plan, in lieu of which the option was
elected, taking into account the age of his Contingent Annuitant and determined
in accordance with the 


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provisions of Section 7.5. A Participant may revoke or elect to change any
option made by him at any time prior to commencement of benefit payments. In any
case where a benefit payable under the Plan is to be paid in the form of a
commercial annuity, a commercial annuity contract shall be purchased from a
company selected by the Participant and distributed to such Participant. Upon
the distribution of any amount used to purchase the annuity contract the company
issuing such contract shall be solely responsible to the recipient of the
contract for the annuity payments thereunder. All certificates for commercial
annuity benefits shall be non-transferable, and no benefit thereunder may be
sold, assigned, discounted, or pledged. Any commercial annuity purchased under
the Plan shall contain such terms and provisions as may be necessary to satisfy
the requirements under the Plan. Notwithstanding the form of payment selected
with respect to a Plan benefit, the value of such benefit shall be the actuarial
equivalent of the value of the benefit under Section 4.1 to which the particular
Participant is entitled.

                  4.3 EFFECT OF VARIOUS CIRCUMSTANCES UPON AN OPTION. The
election of an option under Section 4.2 shall become effective for all purposes
only upon the commencement of monthly payments to an eligible Participant
thereunder, as provided in Section 4.4. If such Participant dies before any
monthly benefit payment commences under such option, his election shall become
inoperative and ineffective, and no payment shall become due to his Contingent
Annuitant or Term-Certain Beneficiary under such option. If a Contingent
Annuitant or Term-Certain Beneficiary dies prior to the commencement of any
monthly benefit payment to such Participant under such option, his election
shall become inoperative and ineffective, and benefit payments, if any, shall be
made under the Plan as if no such election had been made.

                  4.4 PAYMENT ORDER AN OPTION. A monthly benefit payment shall
be made to an eligible Participant who has elected under Section 4.2 an option
commencing at the same time as the monthly benefit payment otherwise payable to
him under the Plan would have commenced, the last such monthly payment being for
the month in which his death occurs. Monthly benefit payments which become
payable to a Participant's Contingent Annuitant shall commence with the month
following the month in which the death of such Participant occurs, and shall be
payable monthly thereafter during the life of the Contingent Annuitant, the last
payment being for the month in which the death of the Contingent Annuitant
occurs. Monthly payments which become payable hereunder to the Term-Certain
Beneficiary of a Participant under Option D shall commence with the month
following the month in which the death of such Participant occurs, and the last
such monthly payment shall be made for the last month in the term certain;
provided, however, that should any such monthly payments become payable to the
estate of any person or to a trust, a lump-sum amount shall be paid to such
estate or trust in lieu thereof. Such lump-sum amount shall be equal to the
present actuarial value of the aggregate monthly payments otherwise payable to
such estate or trust in accordance with the provisions of Section 7.5.


                                    ARTICLE V

                                SURVIVOR BENEFITS
                                -----------------

                  5.1 ELIGIBILITY FOR SURVIVOR BENEFIT. Upon the death of a
Participant, his Beneficiary shall be eligible for a survivor benefit determined
under Section 5.2.

                  5.2 SURVIVOR BENEFIT AMOUNT. The survivor benefit payable to
the Beneficiary of such a deceased Participant shall be equal to the present
actuarial value of such deceased Participant's benefit under the Plan as of the
earlier of the date payments commence 


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to him or his death minus the aggregate payments, if any, paid with respect to
such Participant and, if applicable, his Contingent Annuitant or Term-Certain
Beneficiary.

                  5.3 PAYMENT OF SURVIVOR BENEFIT. In the event the Beneficiary
of deceased Participant is eligible for a survivor benefit determined under this
Article V payment of such benefit shall be made in a lump sum to such
Beneficiary.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION
                            -------------------------

                  The Company reserves the right to amend or terminate the Plan
at any time by action of its Board of Directors; provided, however, that no such
action shall adversely affect any Participant who is receiving supplemental
executive retirement benefits under the Plan or who has accrued a supplemental
executive retirement benefit under the Plan, unless an equivalent benefit is
otherwise provided under another plan or program sponsored by the Company.


                                   ARTICLE VII

                                  MISCELLANEOUS
                                  -------------

                  7.1 NON-ALIENATION OF RETIREMENT RIGHTS OR BENEFITS. No
benefit under the Plan shall at any time be subject in any manner to alienation
or encumbrance. If any Participant, Contingent Annuitant, or Term-Certain
Beneficiary shall attempt to, or shall, alienate or in any way encumber his
rights or benefits under the Plan, or any part thereof, or if by reason of his
bankruptcy or other event happening at any time any such benefits would
otherwise be received by anyone else or would not be enjoyed by him, his
interest in all such benefits shall automatically terminate and the same shall
be held or applied to or for the benefit of such person, his spouse, children,
or other dependents as the Company may select.

                  7.2 PAYMENT OF BENEFITS TO OTHERS. If any Participant,
Contingent Annuitant, or Term-Certain Beneficiary to whom a benefit is payable
under the plan is unable to care for his affairs because of illness or accident,
any payment due (unless prior claim therefor shall have been made by a duly
qualified guardian or other legal representative) may be paid to the spouse,
parent, brother, sister, adult child, or any other individual deemed by the
Company to be maintaining or responsible for the maintenance of such person. Any
payment made in accordance with the provisions of this Section 7.2 shall be a
complete discharge of any liability of the Plan with respect to the benefit so
paid.

                  7.3 PLAN NON-CONTRACTUAL. Nothing contained herein shall be
construed as a commitment or agreement on the part of any person employed by the
Company to continue his employment with the Company, and nothing herein
contained shall be construed as a commitment on the part of the Company to
continue the employment or the annual rate of compensation of any such person
for any period, and all Participants shall remain subject to discharge to the
same extent as if the Plan had never been established.

                  7.4 FUNDING. In order to provide a source of payment for its
obligations under the Plan, the Company has established a grantor trust which
provides for full funding of Plan benefits in the event of a potential change in
control or change in control, as set forth in the trust agreement under which
said "rust is maintained. In addition thereto, the Company 


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may fund Plan benefits through the purchase of annuity contract. In the event
any portion of a Plan benefit is provided through an annuity contract, the Plan
shall have no further liability with respect to the benefits provided under such
an annuity contract and a certificate evidencing such annuity shall be
distributed to the applicable Participant. Notwithstanding any other provision
of the Plan, in the event any portion of a Participant's benefit under the Plan
is satisfied by the purchase of an annuity, the benefit otherwise payable under
the Plan to such Participant shall be reduced by an amount equal to the benefit
purchased under the annuity contract. Subject to the provisions of the trust
agreement or annuity contract, the obligation of the Company under the Plan to
provide a Participant, Contingent Annuitant, or Term-Certain Beneficiary with a
benefit constitutes the unsecured promise of the Company to make payments as
provided herein, and no person shall have any interest in, or a lien or prior
claim upon, any property of the Company.

                  7.5 ACTUARIALLY EQUIVALENT BENEFITS. Actuarially equivalent
benefits under the Plan shall be determined using (i) the UP-1984 Mortality
Table, (ii) the interest rates utilized by the Pension Benefit Guaranty
Corporation in effect on the date a determination of a lump sum benefit is made
with respect to immediate annuities (except that in no event shall such rate be
less than 8%), and (iii) an interest rate of 8% for all other purposes.

                  7.6 CLAIMS OF OTHER PERSONS. The provisions of the Plan shall
in no event be construed as giving any person, firm or corporation any legal or
equitable right as against the Company, its officers, employees, or directors,
except any such rights as are specifically provided for in the Plan or are
hereafter created in accordance with the terms and provisions of the Plan.

                  7.7 SEVERABILITY. The invalidity or unenforceability of any
particular provision of the Plan shall not affect any other provision hereof,
and the Plan shall be construed in all respects as if such invalid or
unenforceable provision were omitted herefrom.

                  7.8 GOVERNING LAW. The provisions of the Plan shall be
governed and construed in accordance with the laws of the State of Ohio.

                  Executed at Cleveland, Ohio, this ____ day of ______________,
1993.


                                     BEARINGS, INC.


                                     By: 
                                         ---------------------------------
                                             Title:


                                     And: 
                                         --------------------------------
                                             Title:


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