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                                                                   EXHIBIT 10(i)


                                 FIRST AMENDMENT
                                       TO
                                 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 was amended and restated as of July 1, 1993;
and

                  WHEREAS, the Company now desires to amend the Plan effective
as of December 31, 1993, to vest participants in their accrued benefits
thereunder;

                  NOW, THEREFORE, the Plan is hereby amended, effective as of
December 31, 1993, by the addition of a new Section 3.3 to provide as follows:

                           3.3 VESTING Each Participant shall be 100% vested in
                           his accrued supplemental executive retirement benefit
                           under the Plan.

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


                                         BEARINGS, INC.



                                      By: /s/ John C. Dannemiller
                                          ------------------------------------
                                           Title 
                                           John C. Dannemiller

