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                                                                   EXHIBIT 10(a)


                                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   24th   day of December, 1993.

                                           BEARINGS, INC.



                                           By: /s/ John C. Dannemiller
                                               --------------------------------
                                           Title: Chairman & Chief Executive
                                                  Officer