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                                                                   Exhibit 10(i)

                              CLEVELAND-CLIFFS INC

                           1992 INCENTIVE EQUITY PLAN
                  (AS AMENDED AND RESTATED AS OF MAY 13, 1997)

     1. PURPOSE.  The Cleveland-Cliffs Inc 1992 Incentive Equity Plan (as
Amended and Restated as of May 13, 1997) ("Plan") is intended to encourage key
executives and managerial employees of Cleveland-Cliffs Inc ("Company") and its
Subsidiaries to increase their interest in the Company's long-term success, to
provide incentive equity opportunities which are competitive with other
similarly situated corporations and to stimulate the efforts of such employees
by giving suitable recognition for services which contribute materially to the
Company's success.

     2. DEFINITION.  For purposes of the Plan the following terms shall be
defined as set forth below:

          "BOARD" means the Board of Directors of the Company.

          "CODE" means the Internal Revenue Code of 1986, as amended from time
     to time.

          "COMMITTEE" means the committee (or subcommittee) described in Section
     16(a) of this Plan.

          "COMMON SHARES" means (i) shares of the common stock of the Company
     (par value $1 per share) and (ii) any security into which Common Shares may
     be converted by reason of any transaction or event of the type referred to
     in Section 10 of this Plan.

          "DATE OF GRANT" means the date specified by the Committee on which a
     grant of Option Rights, Performance Shares or Performance Units or an award
     or sale of Restricted Shares or Deferred Shares shall become effective,
     which shall not be earlier than the date on which the Committee takes
     action with respect thereto.

          "DEFERRAL PERIOD" means the period of time during which Deferred
     Shares are subject to deferral limitations under Section 6 of this Plan.

          "DEFERRED SHARES" means an award pursuant to Section 6 of this Plan of
     the right to receive Common Shares at the end of a specified Deferral
     Period.

          "EFFECTIVE DATE" means May 13, 1997, the effective date of this
     amendment and restatement of the Cleveland-Cliffs Inc 1992 Incentive Equity
     Plan.

          "INCENTIVE STOCK OPTIONS" means Option Rights that are intended to
     qualify as "incentive stock options" under Section 422 of the Code or any
     successor provision.

          "LESS-THAN-80 PERCENT SUBSIDIARY" means a subsidiary with respect to
     which the Company directly or indirectly owns or controls less than 80
     percent of the total combined voting or other decision making power.

          "MANAGEMENT OBJECTIVES" means any performance objectives established
     by the Committee pursuant to Section 8 of this Plan for Participants who
     have received grants of Performance Shares or Performance Units or, when so
     determined by the Committee, awards of Restricted Shares.

          "MARKET VALUE PER SHARE" means the fair market value of the Common
     Shares as determined by the Committee from time to time.

          "OPTIONEE" means the person so designated in an agreement evidencing
     an outstanding Option Right.

          "OPTION PRICE" means the purchase price payable upon the exercise of
     an Option Right.

          "OPTION RIGHT" means the right to purchase Common Shares upon exercise
     of an option granted pursuant to Section 4 of this Plan.

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          "PARTICIPANT" means a person who is selected by the Committee to
     receive benefits under this Plan and (i) is at that time an officer,
     including without limitation an officer who may also be a member of the
     Board, or other key employee of the Company or any Subsidiary, or (ii) has
     agreed to commence serving in any such capacity.

          "PERFORMANCE PERIOD" means, in respect of a Performance Share or
     Performance Unit, a period of time established pursuant to Section 7 of
     this Plan within which the Management Objectives relating to such
     Performance Share or Performance Unit are to be achieved.

          "PERFORMANCE SHARE" means a bookkeeping entry that records the
     equivalent of one Common Share awarded pursuant to Section 7 of this Plan.

          "PERFORMANCE UNIT" means a bookkeeping entry that records a unit
     equivalent to $1.00 awarded pursuant to Section 7 of this Plan.

          "RESTRICTED SHARES" mean Common Shares awarded or sold pursuant to
     Section 5 of this Plan as to which neither the substantial risk of
     forfeiture nor the restrictions on transfer referred to in Section 5 hereof
     has expired.

          "RULE 16b-3" means Rule 16b-3 of the Securities and Exchange
     Commission promulgated under Section 16 of the Securities Exchange Act of
     1934, as amended (or any successor rule to the same effect), as in effect
     from time to time.

          "SUBSIDIARY" means a corporation, partnership, joint venture,
     unincorporated association or other entity in which the Company has a
     direct or indirect ownership or other equity interest; provided, however,
     for purposes of determining whether any person may be a Participant for
     purposes of any grant of Incentive Stock Options, "Subsidiary" means any
     corporation in which the Company owns or controls directly or indirectly
     more than 50 percent of the total combined voting power represented by all
     classes of stock issued by such corporation at the time of such grant.

     3. SHARES AVAILABLE UNDER THE PLAN.  Subject to adjustment as provided in
Section 10 of this Plan, the number of Common Shares issued or transferred (a)
upon the exercise of Option Rights, (b) as Restricted Shares and released from
substantial risks of forfeiture thereof, (c) in payment of Performance Shares or
Performance Units that shall have been earned, (d) as Deferred Shares, or (e) in
payment of dividend equivalents paid with respect to awards made under this
Plan, shall not in the aggregate exceed 1,150,000 (595,000 of which were
approved in 1992 and 555,000 of which are being added as of the Effective Date);
provided, however, that the number of Restricted Shares that are not conditioned
on the attainment of Management Objectives, plus the number of Deferred Shares
shall not (after taking any forfeitures into account) exceed 150,000, subject to
adjustment pursuant to Section 10 of the Plan. Such shares may be Common Shares
of original issuance or Common Shares held in treasury or a combination thereof.
Upon the payment of any Option Price by the transfer to the Company of Common
Shares or upon satisfaction of any withholding amount by means of transfer or
relinquishment of Common Shares, there shall be deemed to have been issued or
transferred under this Plan only the net number of Common Shares actually issued
or transferred by the Company.

     4. OPTION RIGHTS.  The Committee may from time to time authorize grants to
Participants of options to purchase Common Shares upon such terms and conditions
as the Committee may determine in accordance with the following provisions:

          (a) Each grant shall specify the number of Common Shares to which it
     pertains.

          (b) Each grant shall specify an Option Price per Common Share, which
     shall be equal to or greater than the Market Value per Share on the Date of
     Grant.

          (c) Each grant shall specify the form of consideration to be paid in
     satisfaction of the Option Price and the manner of payment of such
     consideration, which may include (i) cash in the form of currency or check
     or other cash equivalent acceptable to the Company, (ii) nonforfeitable,
     unrestricted Common Shares, which are already owned by the Optionee and
     have a value at the time of exercise that is equal to the Option Price,
     (iii) any other legal consideration that the Committee may deem
     appropriate, including

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     without limitation any form of consideration authorized under Section 4(d)
     below, on such basis as the Committee may determine in accordance with this
     Plan and (iv) any combination of the foregoing. For purposes of this
     Section 4, constructive delivery of shares shall be deemed equivalent to
     actual delivery.

          (d) On or after the Date of Grant of any Option Rights other than
     Incentive Stock Options, the Committee may determine that payment of the
     Option Price may also be made in whole or in part in the form of Restricted
     Shares or other Common Shares that are subject to risk of forfeiture or
     restrictions on transfer. Unless otherwise determined by the Committee on
     or after the Date of Grant, whenever any Option Price is paid in whole or
     in part by means of any of the forms of consideration specified in this
     Section 4(d), the Common Shares received by the Optionee upon the exercise
     of the Option Rights shall be subject to the same risks of forfeiture or
     restrictions on transfer as those that applied to the consideration
     surrendered by the Optionee; provided, however, that such risks of
     forfeiture and restrictions on transfer shall apply only to the same number
     of Common Shares received by the Optionee as applied to the forfeitable or
     restricted Common Shares surrendered by the Optionee.

          (e) Any grant may provide for deferred payment of the Option Price
     from the proceeds of sale through a bank or broker of some or all of the
     Common Shares to which the exercise relates.

          (f) Successive grants may be made to the same Participant regardless
     of whether any Option Rights previously granted to such Participant remain
     unexercised.

          (g) Each grant shall specify the period or periods of continuous
     employment of the Optionee by the Company or any Subsidiary that are
     necessary before the Option Rights or installments thereof shall become
     exercisable, and any grant may provide for the earlier exercise of such
     rights in the event of a change in control of the Company or other similar
     transaction or event.

          (h) Option Rights granted under this Plan may be (i) options that are
     intended to qualify under particular provisions of the Code, including
     without limitation Incentive Stock Options, (ii) options that are not
     intended to so qualify or (iii) combinations of the foregoing.

          (i) On or after the Date of Grant of any Option Rights other than
     Incentive Stock Options, the Committee may provide for the payment to the
     Optionee of dividend equivalents thereon in cash or Common Shares on a
     current, deferred or contingent basis, or the Committee may provide that
     such equivalents shall be credited against the Option Price.

          (j) No Option Right granted under this Plan may be exercised more than
     10 years from the Date of Grant.

          (k) Each grant shall be evidenced by an agreement. which shall be
     executed on behalf of the Company by any officer thereof and delivered to
     and accepted by the Optionee and shall contain such terms and provisions as
     the Committee may determine consistent with this Plan.

     5. RESTRICTED SHARES.  The Committee may also authorize awards or sales to
Participants of Restricted Shares upon such terms and conditions as the
Committee may determine in accordance with the following provisions:

          (a) Each award or sale shall constitute an immediate transfer of the
     ownership of Common Shares to the Participant in consideration of the
     performance of services, entitling such Participant to dividend, voting and
     other ownership rights, subject to the substantial risk of forfeiture and
     restrictions on transfer hereinafter referred to.

          (b) Each award or sale may be made without additional consideration
     from the Participant or in consideration of a payment by the Participant
     that is less than the Market Value per Share on the Date of Grant.

          (c) Each award or sale shall provide that the Restricted Shares
     covered thereby shall be subject to a "substantial risk of forfeiture"
     within the meaning of Section 83 of the Code for a period to be determined
     by the Committee on the Date of Grant, and any award or sale may provide
     for the earlier termination of such period in the event of a change in
     control of the Company or other similar transaction or event.

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          (d) Each award or sale shall provide that, during the period for which
     such substantial risk of forfeiture is to continue, the transferability of
     the Restricted Shares shall be prohibited or restricted in the manner and
     to the extent prescribed by the Committee on the Date of Grant. Such
     restrictions may include without limitation rights of repurchase or first
     refusal in the Company or provisions subjecting the Restricted Shares to a
     continuing substantial risk of forfeiture in the hands of any transferee.

          (e) Any award or sale may be further conditioned upon the attainment
     of Management Objectives which, if achieved, will result in termination or
     early termination of the restrictions applicable to such shares and each
     grant may specify in respect of the specified Management Objectives a
     minimum acceptable level of achievement and shall set forth a formula for
     determining the number of Restricted Shares on which restrictions will
     terminate if performance is at or above the minimum level, but falls short
     of full achievement of the specified Management Objectives.

          (f) Any award or sale may require that any or all dividends or other
     distributions paid on the Restricted Shares during the period of such
     restrictions be automatically sequestered and reinvested on an immediate or
     deferred basis in additional Common Shares, which may be subject to the
     same restrictions as the underlying award or such other restrictions as the
     Committee may determine.

          (g) Each award or sale shall be evidenced by an agreement, which shall
     be executed on behalf of the Company by any officer thereof and delivered
     to and accepted by the Participant and shall contain such terms and
     provisions as the Committee may determine consistent with this Plan. Unless
     otherwise directed by the Committee, all certificates representing
     Restricted Shares, together with a stock power that shall be endorsed in
     blank by the Participant with respect to such shares, shall be held in
     custody by the Company until all restrictions thereon lapse.

     6. DEFERRED SHARES.  The Committee may also authorize awards or sales of
Deferred Shares to Participants upon such terms and conditions as the Committee
may determine in accordance with the following provisions:

          (a) Each award or sale shall constitute the agreement by the Company
     to issue or transfer Common Shares to the Participant in the future in
     consideration of the performance of services, subject to the fulfillment
     during the Deferral Period of such conditions as the Committee may specify.

          (b) Each award or sale may be made without additional consideration
     from the Participant or in consideration of a payment by the Participant
     that is less than the Market Value per Share on the Date of Grant.

          (c) Each award or sale shall provide that the Deferred Shares covered
     thereby shall be subject to a Deferral Period, which shall be fixed by the
     Committee on the Date of Grant, and any award or sale may provide for the
     earlier termination of such period in the event of a change in control of
     the Company or other similar transaction or event.

          (d) During the Deferral Period, the Participant shall not have any
     right to transfer any rights under the subject award, shall not have any
     rights of ownership in the Deferred Shares and shall not have any right to
     vote such shares, but the Committee may on or after the Date of Grant
     authorize the payment of dividend equivalents on such shares in cash or
     additional Common Shares on a current, deferred or contingent basis.

          (e) Each award or sale shall be evidenced by an agreement, which shall
     be executed on behalf of the Company by any officer thereof and delivered
     to and accepted by the Participant and shall contain such terms and
     provisions as the Committee may determine consistent with this Plan.

     7. PERFORMANCE SHARES AND PERFORMANCE UNITS.  The Committee may also
authorize grants of Performance Shares and Performance Units, which shall become
payable to the Participant upon the achievement of specified Management
Objectives, upon such terms and conditions as the Committee may determine in
accordance with the following provisions:

          (a) Each grant shall specify the number of Performance Shares or
     Performance Units to which it pertains, which may be subject to adjustment
     to reflect changes in compensation or other factors.

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          (b) The Performance Period with respect to each Performance Share or
     Performance Unit shall be determined by the Committee on the Date of Grant,
     and may be subject to earlier termination in the event of a change in
     control of the Company or other similar transaction or event.

          (c) Each grant shall specify Management Objectives which, if achieved,
     will result in payment or early payment of the award, and each grant may
     specify in respect of the specified Management Objectives a minimum
     acceptable level of achievement below which no payment will be made and
     shall set forth a formula for determining the amount of any payment to be
     made if performance is at or above such minimum acceptable level, but falls
     short of full achievement of the specified Management Objectives.

          (d) Each grant shall specify the time and manner of payment of
     Performance Shares or Performance Units that shall have been earned, and
     any grant may specify that any such amount may be paid by the Company in
     cash, Common Shares or any combination thereof and may either grant to the
     Participant or reserve to the Committee the right to elect among those
     alternatives.

          (e) Any grant of Performance Shares may specify that the amount
     payable with respect thereto may not exceed a maximum specified by the
     Committee on the Date of Grant. Any grant of Performance Units may specify
     that the amount payable, or the number of Common Shares issued, with
     respect thereto may not exceed maximums specified by the Committee on the
     Date of Grant.

          (f) On or after the Date of Grant of Performance Shares, the Committee
     may provide for the payment to the Participant of dividend equivalents
     thereon in cash or additional Common Shares on a current, deferred or
     contingent basis.

          (g) Each grant shall be evidenced by an agreement, which shall be
     executed on behalf of the Company by any officer thereof and delivered to
     and accepted by the Participant and shall state that the Performance Shares
     or Performance Units are subject to all of the terms and conditions of this
     Plan and such other terms and provisions as the Committee may determine
     consistent with this Plan.

     8. MANAGEMENT OBJECTIVES.  Management Objectives may be described in terms
of Company-wide objectives or objectives that are related to the performance of
the individual Participant or the Subsidiary, division, department or function
within the Company or Subsidiary in which the Participant is employed. If the
Committee determines that a change in the business, operations, corporate
structure or capital structure of the Company, or the manner in which it
conducts its business, or other events or circumstances render the Management
Objectives unsuitable, the Committee may modify such Management Objectives or
the related minimum acceptable level of achievement, in whole or in part, as the
Committee deems appropriate and equitable.

     9. TRANSFERABILITY.

          (a) Except as otherwise determined by the Committee, no Option Right
     or other award granted or awarded under this Plan shall be transferable by
     a Participant other than by will or the laws of descent and distribution.
     Except as otherwise determined by the Committee, Option Rights shall be
     exercisable during a Participant's lifetime only by the Participant or, in
     the event of the Participant's legal incapacity, by his guardian or legal
     representative acting in a fiduciary capacity on behalf of the Participant
     under state law and court supervision.

          (b) Any grant or award made under this Plan may provide that all or
     any part of the Common Shares that are (i) to be issued or transferred by
     the Company upon the exercise of Option Rights or upon the termination of
     the Deferral Period applicable to Deferred Shares, or under a grant of
     Performance Shares or Performance Units, or (ii) no longer subject to the
     substantial risk of forfeiture and restrictions on transfer referred to in
     Section 5 of this Plan, shall be subject to further restrictions upon
     transfer.

     10. ADJUSTMENTS.  The Committee may make or provide for such adjustments in
the (a) number of Common Shares covered by outstanding Option Rights, Deferred
Shares and Performance Shares granted or awarded hereunder, (b) prices per share
applicable to such Option Rights, and (c) kind of shares covered thereby, as the
Committee in its sole discretion may in good faith determine to be equitably
required in order

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to prevent dilution or enlargement of the rights of Participants that otherwise
would result from (x) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, (y)
any merger, consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation of the Company or other
distribution of assets, issuance of rights or warrants to purchase securities of
the Company, or (z) any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such transaction or event,
the Committee may provide in substitution for any or all outstanding grants or
awards under this Plan such alternative consideration as it may in good faith
determine to be equitable under the circumstances and may require in connection
therewith the surrender of all awards so replaced. Moreover, the Committee may
on or after the Date of Grant provide in the agreement evidencing any grant or
award under this Plan that the holder of the grant or award may elect to receive
an equivalent grant or award in respect of securities of the surviving entity of
any merger, consolidation or other transaction or event having a similar effect,
or the Committee may provide that the holder will automatically be entitled to
receive such an equivalent grant or award. The Committee may also make or
provide for such adjustments in the number of shares specified in Section 3 of
this Plan as the Committee in its sole discretion may in good faith determine to
be appropriate in order to reflect any transaction or event described in this
Section 10. This Section 10 shall not be construed to permit the re-pricing of
any Option Right in the absence of any of the circumstances described above in
contravention of Section 17(b) of this Plan.

     11. FRACTIONAL SHARES.  The Company shall not be required to issue any
fractional Common Shares pursuant to this Plan. The Committee may provide for
the elimination of fractions or for the settlement thereof in cash.

     12. WITHHOLDING TAXES.  To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
shall be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld.
At the discretion of the Committee, such arrangements may include relinquishment
of a portion of such benefit. The Company and any Participant or such other
person may also make similar arrangements with respect to the payment of any
taxes with respect to which withholding is not required.

     13. PARTICIPATION BY EMPLOYEES OF A LESS-THAN-80-PERCENT SUBSIDIARY.  As a
condition to the effectiveness of any grant or award to be made hereunder to a
Participant who is an employee of a Less-Than-80-Percent Subsidiary, regardless
whether such Participant is also employed by the Company or another Subsidiary,
the Committee may require the Less-Than-80-Percent Subsidiary to agree to
transfer to the Participant (as, if and when provided for under this Plan and
any applicable agreement entered into between the Participant and the
Less-Than-80-Percent Subsidiary pursuant to this Plan) the Common Shares that
would otherwise be delivered by the Company upon receipt by the
Less-Than-80-Percent Subsidiary of any consideration then otherwise payable by
the Participant to the Company. Any such award may be evidenced by an agreement
between the Participant and the Less-Than-80-Percent Subsidiary, in lieu of the
Company, on terms consistent with this Plan and approved by the Committee and
the Less-Than-80-Percent Subsidiary. All Common Shares so delivered by or to a
Less-Than-80-Percent Subsidiary will be treated as if they had been delivered by
or to the Company for purposes of Section 3 of this Plan, and all references to
the Company in this Plan shall be deemed to refer to the Less-Than-80-Percent
Subsidiary except with respect to the definitions of the Board and the Committee
and in other cases where the context otherwise requires.

     14. CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF
ABSENCE.  Notwithstanding any other provision of this Plan to the contrary, in
the event of termination of employment by reason of death, disability, normal
retirement, early retirement with the consent of the Company, leave of absence
to enter public service with the consent of the Company or other leave of
absence approved by the Company, or in the event of hardship or other special
circumstances, of a Participant who holds an Option Right that is not
immediately and fully exercisable, any Restricted Shares as to which the
substantial risk of forfeiture or the prohibition or restriction on transfer has
not lapsed, any Deferred Shares as to which the Deferral Period is not complete,
any Performance Shares or Performance Units that have not been fully earned, or
any Common Shares that are subject to any transfer restriction pursuant to
Section 9(b) of this Plan, the Committee may in its sole discretion take any
action that it deems to be equitable under the circumstances or in the best
interests

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of the Company, including without limitation waiving or modifying any limitation
or requirement with respect to any award under this Plan.

     15. FOREIGN EMPLOYEES.  In order to facilitate the making of any grant or
combination of grants under this Plan, the Committee may provide for such
special terms for awards to Participants who are foreign nationals, or who are
employed by the Company or any Subsidiary outside of the United States of
America, as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Committee may
approve such supplements to, or amendments, restatements or alternative versions
of, this Plan as it may consider necessary or appropriate for such purposes
without thereby affecting the terms of this Plan as in effect for any other
purpose, and the Secretary or other appropriate officer of the Company may
certify any such document as having been approved and adopted in the same manner
as this Plan. No such special terms, supplements, amendments, restatements or
alternative versions shall include any provisions that are inconsistent with the
terms of this Plan, as then in effect, unless this Plan could have been amended
to eliminate such inconsistency without further approval by the shareholders of
the Company.

     16. ADMINISTRATION OF THE PLAN.

          (a) This Plan shall be administered by a committee of the Board (or a
     subcommittee thereof) composed of not less than three members of the Board,
     each of whom shall be a "Non-Employee Director" within the meaning of Rule
     16b-3. A majority of the Committee shall constitute a quorum, and the acts
     of the members of the Committee who are present at any meeting thereof at
     which a quorum is present, or acts unanimously approved by the members of
     the Committee in writing, shall be the acts of the Committee.

          (b) The interpretation and construction by the Committee of any
     provision of this Plan or of any agreement, notification or document
     evidencing the grant or award of Option Rights, Restricted Shares, Deferred
     Shares, Performance Shares or Performance Units, and any determination by
     the Committee pursuant to any provision of this Plan or any such agreement,
     notification or document, shall be final and conclusive. No member of the
     Committee shall be liable for any such action taken or determination made
     in good faith.

     17. AMENDMENTS AND OTHER MATTERS.

          (a) This Plan may be amended from time to time by the Committee;
     provided, however, that any amendment that must be approved by the
     shareholders of the Company in order to comply with applicable law or the
     rules of the principal national securities exchange upon which the Common
     Shares are traded or quoted shall not be effective unless and until such
     approval has been obtained in compliance with such applicable law or rules.
     Presentation of this Plan or any amendment hereof for shareholder approval
     shall not be construed to limit the Company's authority to offer similar or
     dissimilar benefits through plans that are not subject to shareholder
     approval.

          (b) The Committee shall not, without the further approval of the
     shareholders of the Company, authorize the amendment of any outstanding
     Option Right to reduce the Option Price. Furthermore, no Option Right shall
     be cancelled and replaced with awards having a lower Option Price without
     further approval of the shareholders of the Company. This Section 17(b) is
     intended to prohibit the repricing of "underwater" Option Rights and shall
     not be construed to prohibit the adjustments provided for in Section 10 of
     this Plan.

          (c) The Committee may require Participants, or may permit Participants
     to elect to defer the issuance of Common Shares or the settlement of awards
     in cash under the Plan pursuant to such rules, procedures or programs as it
     may establish for purposes of the Plan. The Committee may also provide that
     deferred settlements include the payment or crediting of interest on the
     deferred amounts, or the payment or crediting of dividend equivalents where
     the deferred amounts are denominated in Common Shares.

          (d) This Plan shall not confer upon any Participant any right with
     respect to continuance of employment or other service with the Company or
     any Subsidiary and shall not interfere in any way with

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     any right that the Company or any Subsidiary would otherwise have to
     terminate any Participant's employment or other service at any time.

          (e) To the extent that any provision of this Plan would prevent any
     Option Right that was intended to qualify under particular provisions of
     the Code from so qualifying, such provision of this Plan shall be null and
     void with respect to such Option Right; provided, however, that such
     provision shall remain in effect with respect to other Option Rights, and
     there shall be no further effect on any provision of this Plan.

          (f) The Committee may condition the grant of any award or combination
     of awards authorized under this Plan on the surrender or deferral by the
     Participant of his or her right to receive a cash bonus or compensation
     otherwise payable by the Company or a Subsidiary to the Participant.

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