EXHIBIT (10)(v)(a)

                       AMENDMENT TO STOCK OPTION AGREEMENT

         On  September  21,  1987,  The St.  Lawrence  Seaway  Corporation  (the
"Corporation") entered into a Restated Stock Option Agreement (the "Stock Option
Agreement")  with Jack C. Brown  ("Brown")  pursuant  to which Brown was granted
options to purchase  an  aggregate  15,000,  shares of Common  Stock,  $1.00 par
value,  ("Common Stock") of the Corporation for $3.00 per share over a period of
five (5) years.  The Board of  Directors  and  Stockholders  of the  Corporation
approved an amendment  to the Stock Option  Agreement on July 6, 1992 and August
28, 1992,  respectively,  the effect of which was to extend the option  exercise
period for five (5) additional  years. The Board of Directors of the Corporation
approved further  amendments to the Stock Option Agreement on September 8, 1997,
and extended the options through September 21, 2002. Specifically,  Section 7 of
the Stock Option  Agreement is hereby further amended by substituting  the words
"fifteenth  anniversary"  for the words  "tenth  anniversary,"  and Section 3 is
hereby  further  amended  by  substituting  the words  "fifteen  years" for "ten
years."

         The Stock Option Agreement and the options granted pursuant thereto are
hereby  specifically  referred to and  incorporated  as a part hereof and in all
respects other than as specifically  modified  herein,  the terms and conditions
thereof shall continue in full force and effect.

         This Amendment is executed on this 15th day of September, 1997.


                                  THE ST. LAWRENCE SEAWAY
                                  CORPORATION


                                  By:/s/Daniel C. Nir
                                     --------------------------------------
                                     Daniel C. Nir, President and Treasurer


                                  Accepted as of September 15, 1997

                                  By:/s/Jack C. Brown
                                     --------------------------------------
                                     Jack C. Brown