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                                                                    Exhibit 10.E




                       INLAND 1995 INCENTIVE STOCK PLAN
                     (as amended through January 28, 1998)



1.   Purpose.

     The purpose of the Inland 1995 Incentive Stock Plan (the "Plan") is to
attract and retain outstanding individuals as officers and key employees of
Inland Steel Industries, Inc. (the "Company") and its subsidiaries, and to
furnish incentives to such individuals through rewards based upon the ownership
and performance of the common stock of the Company. To this end, the Committee
hereinafter designated and, in certain circumstances, the Chairman of the Board
of the Company (the "Chairman") may grant stock options, stock appreciation
rights, restricted stock awards, and performance awards, or combinations
thereof, to officers and other key employees of the Company and its
subsidiaries, on the terms and subject to the conditions set forth in this Plan.

2.   Participants.

     Participants in the Plan shall consist of: (i) such officers and other key
employees of the Company and its subsidiaries as the Committee in its sole
discretion may select from time to time to receive stock options, stock
appreciation rights, restricted stock awards or performance awards, either
singly or in combination, as the Committee may determine in its sole discretion;
and (ii) if the Committee authorizes the Chairman to make grants or awards of
stock options, stock appreciation rights, restricted stock or performance
awards, such employees of the Company and its subsidiaries as the Chairman shall
determine in his or her sole discretion. Any director of the Company or any of
its subsidiaries who is not also an employee of the Company or any of its
subsidiaries shall not be eligible to receive stock options, stock appreciation
rights, restricted stock awards or performance awards under the Plan. As used in
the Plan, the term "subsidiary" means (a) any corporation of which the Company
owns or controls, directly or indirectly, 50% or more of the outstanding shares
of capital stock entitled to vote for the election of directors or (b) any
partnership, joint venture, or other business entity in respect of which the
Company, directly or indirectly, has comparable ownership or control.

3.   Shares Reserved under the Plan.

     Subject to adjustment pursuant to the provisions of Section 11 of the Plan,
the maximum number of shares of common stock, $1.00 par value per share, of the
Company which may be issued pursuant to grants or awards made under the Plan
shall not exceed 2,000,000, plus such number of shares as shall have been
authorized for issuance pursuant to the Inland 1992 Incentive Stock Plan
(heretofore approved by stockholders) that shall not have been or be issued
pursuant to such plan. No more than 700,000 shares (including those which have
not been or are not issued pursuant to the Inland 1992 Incentive Stock Plan)
shall be issued pursuant to restricted stock awards and performance awards under
the Plan.

     The following restrictions shall apply to all grants and awards under the
Plan other than grants and awards which by their terms are not intended to
comply with the "Performance Based Exception" (defined below in this Section 3):

     (a)  the maximum aggregate number of shares that may be granted or awarded
under the Plan in any fiscal year of the Company to any participant under the
Plan shall be three hundred thousand (300,000); and
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     (b)  the maximum aggregate cash payout with respect to grants or awards
under the Plan in any fiscal year of the Company to any Named Executive Officer
(defined below in this Section 3) shall be one million dollars ($1,000,000).

     For purposes of the Plan, "Named Executive Officer" shall mean a
participant who is one of the group of "covered employees" as defined in the
regulations promulgated under Internal Revenue Code Section 162(m) or any
successor statute ("Section 162(m)"), and "Performance-Based Exception" shall
mean the performance-based exception from the deductibility limitations as each
is set forth in Section 162(m).

     Except to the extent otherwise determined by the Committee, any shares
subject to grant or award under the Plan that terminate by expiration,
cancellation or otherwise without the issuance of such shares (including shares
underlying a stock appreciation right exercised for stock, to the extent that
such underlying shares are not issued), that are settled in cash (to the extent
so settled), or, in the case of restricted stock awards, that terminate without
vesting, shall become available for future grants and awards under the Plan.
Shares of common stock to be issued pursuant to grants or awards under the Plan
may be authorized and unissued shares of common stock, treasury common stock, or
any combination thereof.

4.   Administration of the Plan.

     The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"). To the
extent necessary to comply with the exemption provided by rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or any
successor rule ("Rule 16b-3"), each member of the Committee shall be a "non-
employee director" within the meaning of rule 16b-3. Subject to the provisions
of the Plan, the Committee shall have authority (i) to determine which employees
of the Company and its subsidiaries shall be eligible for participation in the
Plan; (ii) to select employees to receive grants under the Plan; (iii) to
determine the form of grant, whether as a stock option, stock appreciation
right, restricted stock award, performance award or a combination thereof, the
number of shares of common stock or units subject to the grant, the time and
conditions of exercise or vesting, the fair market value of the common stock for
purposes of the Plan, and all other terms and conditions of any grant and to
amend such awards or accelerate the time of exercise or vesting thereof; and
(iv) to prescribe the form of agreement, certificate or other instrument
evidencing the grant. Notwithstanding the foregoing, the Committee, subject to
the terms and conditions of the Plan, may delegate to the Chairman of the
Company, if such individual is then serving as a member of the Board, the
authority to act as a subcommittee of the Committee for purposes of making
grants or awards of stock options, stock appreciation rights, restricted stock
or performance awards, not to exceed such number of shares as the Committee
shall designate periodically, to such employees of the Company and its
subsidiaries as the Chairman shall determine in his or her sole discretion and
the Chairman shall have the authority and duties of the Committee with respect
to such grants. The Committee shall also have authority to interpret the Plan
and to establish, amend and rescind rules and regulations for the administration
of the Plan, and all such interpretations, rules and regulations shall be
conclusive and binding on all persons.

5.   Effective Date of Plan.

     The Plan shall be submitted to the stockholders of the Company for approval
at the annual meeting to be held on May 24, 1995, or any adjournment thereof,
and, if approved by the stockholders, shall be deemed to have become effective
on the date of such approval.

6.   Stock Options.

     (a)  Grants. Subject to the terms of the Plan, options to purchase shares
of common stock of the Company, including "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), may be granted from time to time to such officers and other key
employees

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of the Company and its subsidiaries as may be selected by the Committee or the
Chairman. Each grant of an option under the Plan may designate whether the
option is intended to be an incentive stock option or a "nonqualified" stock
option. Any option not so designated shall be deemed to be a "nonqualified"
stock option.

     (b)  Terms of Options. An option shall be exercisable in whole or in such
installments and at such times as may be determined by the Committee in its sole
discretion, provided that no option shall be exercisable less than six months or
more than ten years after the date of grant. The per share option price shall
not be less than the greater of par value or 100% of the fair market value of a
share of common stock of the Company on the date the option is granted. Upon
exercise, the option price may be paid in cash, in shares of common stock of the
Company having a fair market value equal to the option price (provided that such
shares have been held for at least six months prior to their tender to pay the
option price), or in a combination thereof. The Committee may also allow the
cashless exercise of options by holders thereof, as permitted under regulations
promulgated by the Board of Governors of the Federal Reserve System, subject to
any applicable restrictions necessary to comply with rules adopted by the
Securities and Exchange Commission, and the exercise of options by holders
thereof by any other means that the Committee determines to be consistent with
the Plan's purpose and applicable law, including loans, with or without
interest, made by the Company to the holder thereof.

     (c)  Restrictions Relating to Incentive Stock Options. To the extent
required by the Code, the aggregate fair market value (determined as of the time
the option is granted) of the common stock of the Company with respect to which
incentive stock options are exercisable for the first time by an employee during
any calendar year (under the Plan or any other plan of the Company or any of its
subsidiaries) shall not exceed $100,000.

     (d)  Termination of Employment. If an optionee ceases to be employed by the
Company or any of its subsidiaries by reason of (i) death, (ii) physical or
mental incapacity, (iii) retirement on or after the normal retirement date
provided for in and pursuant to any pension plan of the Company or any
subsidiary of the Company in effect at the time of such retirement, or (iv)
early retirement (with the consent of the Committee) provided for in and
pursuant to any such pension plan, any option held by such optionee may be
exercised, with respect to all or any part of the common stock of the Company as
to which such option was not theretofore exercised (whether or not such option
was otherwise then exercisable), for such period from and after the date of such
cessation of employment (not extending, however, beyond the date of expiration
of such option) as the Committee may determine at the time of the grant or at
any time thereafter. If an optionee ceases to be employed by the Company and any
of its subsidiaries for any reason other than a reason set forth in the
immediately preceding sentence, any option granted to such optionee may be
exercised for a period ending on the 30th day following the date of such
cessation of employment or the date of expiration of such option, whichever
first occurs, but only with respect to that number of shares of common stock for
which such option was exercisable immediately prior to the date of cessation of
employment, except as otherwise determined by the Committee at the time of grant
or at any time thereafter.

     (e)  Additional Terms and Conditions. The agreement or instrument
evidencing the grant of a stock option may contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined by the
Committee in its sole discretion.

7.   Stock Appreciation Rights.

     (a)  Grants. Subject to the terms of the Plan, rights entitling the grantee
to receive cash or shares of common stock of the Company having a fair market
value equal to the appreciation in market value of a stated number of shares of
such common stock from the date of the grant to the date of exercise, or, in the
case of rights granted in tandem with or by reference to a stock option granted
prior to the grant of such rights, from the date of grant of such related stock
option to the date of exercise, may be granted from time to time to such
officers and other key employees of the Company and its subsidiaries as may be
selected by the Committee

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or the Chairman.

     (b)  Terms of Grant. Such rights may be granted in tandem with or by
reference to a related stock option, in which event the grantee may elect to
exercise either the stock option or the right, but not both, as to the shares
subject to the stock option and the right, or the right may be granted
independently of a stock option. Rights granted in tandem with or by reference
to a related stock option shall be exercisable to the extent, and only to the
extent, that the related option is exercisable, provided that no such right
(except in the case of death or physical or mental incapacity) shall be
exercisable prior to the expiration of six months following the date the right
is granted. Rights granted independently of a stock option shall be exercisable
in whole or in such installments and at such times as may be determined by the
Committee, provided that no right shall be exercisable less than six months or
more than ten years after the date of grant. Further, in the event that any
employee to whom rights are granted independently of a stock option ceases to be
an employee of the Company and its subsidiaries, such rights shall be
exercisable only to the extent and upon the conditions that stock options are
exercisable in accordance with the provisions of paragraph (d) of Section 6 of
the Plan. The Committee may at the time of grant or at any time thereafter
impose such additional terms and conditions on the exercise of stock
appreciation rights as it deems necessary or desirable for any reason, including
for compliance with Section 16(a) or Section 16(b) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder.

     (c)  Payment on Exercise. Upon exercise of a stock appreciation right, the
holder shall be paid the excess of the then fair market value of the number of
shares of common stock of the Company to which the right relates over the fair
market value of such number of shares at the date of grant of the right or of
the related stock option, as the case may be. Such excess shall be paid in cash
or in shares of common stock having a fair market value equal to such excess, or
in such combination thereof, as may be provided in the grant of such right
(which may permit the holder to elect between cash and common stock or to elect
a combination thereof), or, if no such provision is made in the grant, as the
Committee shall determine upon exercise of the right, provided, in any event,
that the holder shall be paid cash in lieu of any fractional share of common
stock to which such holder would otherwise be entitled.

     (d)  Additional Terms and Conditions. The agreement or instrument
evidencing the grant of stock appreciation rights may contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined by
the Committee in its sole discretion.

8.   Restricted Stock Awards.

     Subject to the terms of the Plan, restricted stock awards consisting of
shares of common stock of the Company may be made from time to time to such
officers and other key employees of the Company and its subsidiaries as may be
selected by the Committee or the Chairman. Such awards shall be contingent on
the employee's continuing employment with the Company or its subsidiaries for a
period to be specified in the award, which shall not be less than six months or
more than ten years from the date of award, and shall be subject to such
additional terms and conditions as the Committee in its sole discretion deems
appropriate, including, but not by way of limitation, restrictions on the sale
or other disposition of such shares during the restriction period. Except as
otherwise determined by the Committee at the time of the award, the holder of a
restricted stock award shall have the right to vote the restricted shares and to
receive dividends thereon, unless and until such shares are forfeited.

9.   Performance Awards.

     (a)  Awards. Subject to the terms of the Plan, performance awards
consisting of (i) shares of common stock of the Company, (ii) monetary units or
(iii) units which are expressed in terms of shares of common stock of the
Company may be made from time to time to such officers and other key employees
of the Company and its subsidiaries as may be selected by the Committee or the
Chairman. Subject to the

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provisions of Section 10 below, such awards shall be contingent on the
achievement over a period of not less than six months or more than ten years of
such corporate, division, subsidiary, group or other measures and goals as shall
be established by the Committee. Subject to the provisions of Section 10 below,
such measures and goals may be revised by the Committee at any time and from
time to time during the performance period. Except as may otherwise be
determined by the Committee at the time of the award or at any time thereafter,
a performance award shall terminate if the grantee of the award does not remain
continuously in the employ of the Company or its subsidiaries at all times
during the applicable performance period.

     (b)  Rights with Respect to Shares and Share Units. If a performance award
consists of shares of common stock of the Company or units which are expressed
in terms of shares of such common stock, amounts equal to dividends otherwise
payable on a like number of shares may, if the award so provides, be converted
into additional such shares (to the extent that shares are then available for
issuance under the Plan) or credited as additional units and paid to the
participant if and when, and to the extent that, payment is made pursuant to
such award.

     (c)  Payment. Payment of a performance award following the end of the
performance period, if such award consists of monetary units or units expressed
in terms of shares of common stock of the Company, may be made in cash, shares
of common stock, or a combination thereof, as determined by the Committee. Any
payment made in common stock shall be based on the fair market value of such
stock on the payment date.


10.  Performance Measures Applicable to Awards to Named Executive Officers

     Unless and until the Committee proposes for stockholder vote a change in
the general performance measures set forth in this Section 10 the attainment of
which may determine the degree of payout or vesting with respect to awards under
the Plan which are designed to qualify for the Performance-Based Exception, the
performance measure(s) to be used for purposes of such awards shall be chosen
from among the following alternatives: safety (including total injury frequency,
lost workday rates or cases, medical treatment cases and fatalities); quality
control (including critical product characteristics, yield and defects); cost
control (including cost as a percentage of sales); capital structure (including
debt and equity levels, debt-to-equity ratios, and debt-to-total capitalization
ratios); inventory turnover; customer performance or satisfaction; revenue
growth; net income; conformity to cash flow plans; return on investment; and
operating profit to operating assets.

     The Committee shall have the discretion to establish performance goals
based upon the foregoing performance measures and to adjust such goals and the
methodology used to measure the determination of the degree of attainment of
such goals; provided, however, that awards under the Plan that are intended to
qualify for the Performance-Based Exception and that are issued to or held by
Named Executive Officers may not be adjusted in a manner that increases such
award. The Committee shall retain the discretion to adjust such awards in a
manner that does not increase such awards. Furthermore, the Committee shall not
make any adjustment to awards under the Plan issued to or held by Named
Executive Officers that are intended to comply with the Performance-Based
Exception if the result of such adjustment would be the disqualification of such
award under the Performance-Based Exception.

     In the event that applicable laws change to permit the Committee greater
discretion to amend or replace the foregoing performance measures applicable to
awards to Named Executive Officers without obtaining stockholder approval of
such changes, the Committee shall have sole discretion to make such changes
without obtaining such approval. In addition, in the event that the Committee
determines that it is advisable to grant awards under the Plan to Named
Executive Officers that may not qualify for the Performance-Based Exception, the
Committee may make such grants upon any performance measures it deems
appropriate with

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the understanding that they may not satisfy the requirements of Section 162(m).

11.  Adjustments for Changes in Capitalization, Etc.

     Subject to the provisions of Section 12 herein, in the event of any change
in corporate capitalization, such as stock split, or a corporate transaction,
such as a merger, consolidation, or separation, including a spin-off, or other
distribution of stock or property of the Company or its subsidiaries (other than
normal cash dividends), any reorganization (whether or not such reorganization
comes within the definition of such term in Code Section 368) or any partial or
complete liquidation of the Company or its subsidiaries, such adjustment shall
be made in the number and class of shares which may be delivered under Section
3, and in the number and class of and/or price of shares subject to outstanding
grants or awards under the Plan, as may be determined to be appropriate and
equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; provided, however, that the number of shares subject to
any grants or awards under the Plan shall always be a whole number.

12.  Effect of Change in Control.

     (a)  Acceleration of Benefits. Subject to the following sentence, in the
event of a "Change in Control" as defined in paragraph (b) of this Section 12,
(i) the value of all outstanding stock options, stock appreciation rights and
restricted stock awards (whether or not then fully exercisable or vested) shall
be cashed out on the basis of the "Change in Control Price" (as defined in
paragraph (c) of this Section 12) as of the date the Change in Control occurs,
provided, however, that any stock options or stock appreciation rights
outstanding for less than six months shall not be cashed out until six months
after the respective date of grant, and provided, further, that the Committee
may provide for the immediate vesting instead of the cashing out of restricted
stock awards in such circumstances as it deems appropriate; and (ii) all
outstanding performance awards shall be cashed out in such manner and in such
amount or amounts as determined by the Committee in its sole discretion. In the
event of a transaction which is intended to be accounted for through the
pooling-of-interest accounting method, (i) in lieu of cashing out all or any
portion of the outstanding stock options, stock appreciation rights, restricted
stock awards and performance awards, the Committee, in its discretion, may cause
such grants or awards to vest, and may limit payment to shares of common stock,
and (ii) the Committee, in its discretion, may extend the exercise period for
stock options and stock appreciation rights, but not beyond the earlier of 30
days after the end of the pooling period or the original term of the stock
option or stock appreciation right.

     (b)  Change in Control. For purposes of this Section 12, a Change in
Control means the happening of any of the following: (i) the Company is merged
into or consolidated with another corporation, or the stockholders of the
Company approve a definitive agreement to sell or otherwise dispose of all or
substantially all of its assets or adopt a plan of liquidation, provided,
however, that a Change in Control shall not be deemed to have occurred by reason
of a transaction, or a substantially concurrent or otherwise related series of
transactions, upon the completion of which the beneficial ownership of a
majority of the voting power of the Company, the surviving corporation, or a
corporation directly or indirectly controlling the Company or the surviving
corporation, as the case may be, is held by the same persons (as defined below)
(in substantially the same proportion) as held the beneficial ownership of the
voting power of the Company immediately prior to the transaction or the
substantially concurrent or otherwise related series of transactions, except
that upon the completion thereof, employees or employee benefit plans of the
Company may be a new holder of such beneficial ownership or (ii) the "beneficial
ownership" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of securities representing 40% or more of the
combined voting power of the Company is acquired by any "person" as defined in
Sections 13(d) and 14(d) of the Exchange Act (other than any trustee or other
fiduciary holding securities under an employee benefit or other similar stock
plan of the Company); or (iii) at any time during any period of two consecutive
years, individuals who at the beginning of such period were members of 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
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stockholders, of each new director was approved by a vote of at least two-thirds
of the directors still in office at the time of such election or nomination who
were directors at the beginning of such period).

     (c)  Change in Control Price. For purposes of this Section 12, Change in
Control Price means (i) with respect to a Change in Control by reason of a
merger or consolidation of the Company described in paragraph (b)(i) of this
Section 12 in which the consideration per share of the Company's common stock to
be paid for the acquisition of shares of common stock specified in the agreement
of merger or consolidation is all in cash, the highest such consideration per
share, (ii) with respect to a Change in Control by reason of an acquisition of
securities described in paragraph (b)(ii) of this Section 12, the highest price
per share for any share of the Company's common stock paid by any holder of any
of the securities representing 40% or more of the combined voting power of the
Company giving rise to the Change in Control, and (iii) with respect to a Change
in Control by reason of a merger or consolidation of the Company (other than a
merger or consolidation described in paragraph (c)(i) of this Section 12),
stockholder approval of an agreement or plan described in paragraph (b)(i) of
this Section 12 or a change in the composition of the Board of Directors
described in paragraph (b)(iii) of this Section 12, the highest price per share
of common stock reported on the New York Stock Exchange Composite Tape (or, if
such shares are not traded on the New York Stock Exchange, such other principal
market on which such shares are traded) during the sixty-day period ending on
the date the Change in Control occurs, except that, in the case of incentive
stock options and stock appreciation rights relating to incentive stock options,
the holder may not receive an amount in excess of the maximum amount that will
enable such option to continue to qualify as an incentive stock option.

13.  Amendment and Termination of Plan.

     The Plan may be amended by the Board of Directors of the Company in any
respect, provided that, without stockholder approval, no amendment (other than
pursuant to Section 11 of the Plan) shall increase the maximum number of shares
available for issuance under the Plan. In addition, no amendment may impair the
rights of a participant under any stock option, stock appreciation right,
restricted stock award or performance award previously granted under the Plan
without the consent of such participant, unless required by law. The Plan may
also be terminated at any time by the Board of Directors. No further grants may
be made under the Plan after termination, but termination shall not affect the
rights of any participant under, or the authority of the Committee with respect
to, any grants or awards made prior to termination.

14.  Prior Plan.

     Upon the effectiveness of this Plan, no further grants shall be made under
the Inland 1992 Incentive Stock Plan. The discontinuance of the Inland 1992
Incentive Stock Plan shall not affect the rights of any participant under, or
the authority of the Committee (therein referred to) with respect to, any grants
or awards made thereunder prior to such discontinuance.

15.  Miscellaneous.

     (a)  No Right to a Grant. Neither the adoption of the Plan nor any action
of the Board of Directors or of the Committee shall be deemed to give any
employee any right to be selected as a participant or to be granted a stock
option, stock appreciation right, restricted stock award or performance award.

     (b)  Rights as Stockholders. No person shall have any rights as a
stockholder of the Company with respect to any shares covered by a stock option,
stock appreciation right, or performance award until the date of the issuance of
a stock certificate to such person pursuant to such stock option, right or
award.

     (c)  Employment. Nothing contained in this Plan shall be deemed to confer
upon any employee any right of continued employment with the Company or any of
its subsidiaries or to limit or diminish in any way the right of the Company or
any such subsidiary to terminate his or her employment at any time with or
without cause.


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     (d)  Taxes. The Company shall be entitled to deduct from any payment under
the Plan the amount of any tax required by law to be withheld with respect to
such payment or may require any participant to pay such amount to the Company
prior to and as a condition of making such payment. In addition, the Committee
may, in its discretion and subject to such rules as it may adopt from time to
time, permit a participant to elect to have the Company withhold from any
payment under the Plan (or to have the Company accept from the participant), for
tax withholding purposes, shares of common stock of the Company, valued at their
fair market value, but in no event shall the fair market value of the number of
shares so withheld (or accepted) exceed the amount necessary to meet the maximum
Federal, state and local marginal tax rates then in effect that are applicable
to the participant and to the particular transaction.

     (e)  Nontransferability. Except as permitted by the Committee, no stock
option, stock appreciation right, restricted stock award or performance award
shall be transferable except by will or the laws of descent and distribution,
and, during the holder's lifetime, stock options and stock appreciation rights
shall be exercisable only by, and shares subject to restricted stock awards and
payments pursuant to performance awards shall be delivered or made only to, such
holder or such holder's duly appointed legal representative.


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