SPECIAL METALS CORP
AGREEMENT FOR EXECUTIVE SERVICES
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>y52361ex10-4.txt
<DESCRIPTION>AGREEMENT FOR EXECUTIVE SERVICES
<TEXT>
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                                                                    Exhibit 10.4


                                                                   July 12, 2001



Monsieur Philippe Choppin de Janvry
Tour Maine-Montparnasse 33
Avenue Du Maine F-75755
Paris Cedex 15, France


Dear Monsieur Choppin de Janvry:

                        AGREEMENT FOR EXECUTIVE SERVICES

         You are aware that Special Metals Corporation and its direct and
indirect wholly-owned subsidiaries wish to have you, Monsieur Philippe Choppin
de Janvry (hereinafter referred to as "EXECUTIVE") provide executive managerial
services. With regard thereto, Special Metals Corporation, on behalf of itself
and its direct and indirect wholly-owned subsidiaries (hereinafter collectively
referred to as "SPECIAL") offer this letter of Agreement.

1.       The scope of work (hereinafter referred to as "EXECUTIVE SERVICES")
         shall generally consist of, but not be limited to, providing
         assistance, advice, recommendations and direction to SPECIAL's
         personnel and other individuals specified by SPECIAL in all aspects of
         management.

2.       The EXECUTIVE SERVICES authorized hereby, which began on October 1,
         2000, will continue up to December 31, 2004.

3.       EXECUTIVE shall be an independent contractor and shall not be an
         employee of SPECIAL, but EXECUTIVE may be an employee of Special Metals
         Corporation's indirect subsidiary, Special Metals SARL.

4.       Charges for EXECUTIVE SERVICES performed hereunder shall be based upon
         a rate of Five Thousand Three Hundred Fifty Dollars ($5,350.00) per
         month. SPECIAL is to pay, in addition to the foregoing, reasonable
         travel expenses incurred in the performance of EXECUTIVE SERVICES and
         subsistence during said travel, provided that expense reports are
         timely submitted to SPECIAL. In addition, Special Metals Corporation
         shall direct its indirect subsidiary, Special Metals SARL, to pay
         EXECUTIVE at the annual rate of 1,340,000 French Francs ("FF") in equal
         monthly installments, retroactive to May 1, 2001; and in the event that
         Special Metals SARL cannot make that payment, other mutually agreeable
         means of making that payment shall be reached between the parties. (The
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         $5,350 per month and the monthly installment of FF is hereafter
         referred to as "Managerial Fees.")


5.       EXECUTIVE shall not receive One Thousand Dollars ($1,000.00) for each
         regularly scheduled meeting of the Board of Directors. EXECUTIVE shall
         not receive an annual fee of Fourteen Thousand Dollars ($14,000.00) for
         serving on the Board of Directors.

6.       Payment for EXECUTIVE SERVICES performed hereunder and for associated
         travel expenses and subsistence for every month during the period of
         this Agreement shall be made within thirty (30) days following receipt,
         and acceptance, of an invoice for the said month supported by
         appropriate expense documentation.

7.       EXECUTIVE shall be eligible to receive a bonus for each calendar year
         of his contract which shall be equal to those granted to the most
         senior officer of SPECIAL under SPECIAL's Management Incentive Plan and
         SPECIAL's Performance Unit Award Plan. Any bonus will be paid within
         thirty (30) days of the availability of audited figures for the
         particular year. If any of these incentive plans is substituted by a
         stock option, stock appreciation or equivalent plan, EXECUTIVE will be
         offered the same treatment as the most senior Executive of SPECIAL. His
         rights related to those bonuses, incentive plans and their substitutes,
         if any, will be in any case, including early termination, the same as
         those granted to the most senior officer of SPECIAL.

8.       EXECUTIVE is aware that he has in the past and may in the future be
         exposed to SPECIAL's confidential information (hereinafter referred to
         as "INFORMATION") concerning inventions, technology, development plans,
         experimental work and commercial operations. EXECUTIVE shall not
         disclose, during or after the period of this Agreement, to anyone other
         than SPECIAL's employees with whom EXECUTIVE may be associated in
         EXECUTIVE's work for SPECIAL, or other parties whom SPECIAL may
         designate, any INFORMATION which EXECUTIVE has or may acquire from
         SPECIAL, without first obtaining SPECIAL's written consent to make such
         disclosure. EXECUTIVE shall not use, other than in performing EXECUTIVE
         SERVICES, any INFORMATION which EXECUTIVE has or may acquire from
         SPECIAL without first obtaining SPECIAL's written consent to use such.

9.       EXECUTIVE shall not have any obligation of confidentiality to SPECIAL
         in respect of:


         a)       INFORMATION which is now in the public domain, or which, in
                  the future, enters the public domain through no fault of the
                  EXECUTIVE (in which event EXECUTIVE's obligation of strict
                  confidence in respect thereto shall terminate on the date of
                  entry of the INFORMATION into the public domain). INFORMATION
                  in a form other than a printed publication or other tangible
                  form shall not be deemed to be in the public domain.

         b)       INFORMATION which is disclosed to EXECUTIVE at any time by a
                  third party having the right to make such disclosure to
                  EXECUTIVE, and without any obligation of confidentiality on
                  the part of EXECUTIVE to said third party in respect of said
                  disclosure.

         c)       INFORMATION which is released from its confidential status by
                  the prior written consent of
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         SPECIAL.

10.      (1) Either party may terminate this Agreement at any time by thirty
         (30) days advance written notice to the other. EXECUTIVE's obligations
         under paragraphs 8 and 9 will survive the termination of this Agreement
         and continue thereafter.

         (2) In case of termination by SPECIAL before the end of the contract
         without cause (as defined below) or for other reason than death or
         disability (as defined below), SPECIAL will provide EXECUTIVE on the
         date of termination with a severance payment equal to the sum of the
         Managerial Fees which EXECUTIVE would have received up to the end of
         the contract, plus the yearly average of the two last annual bonuses
         granted to EXECUTIVE multiplied by the number of years remaining up to
         the end of the contract for which EXECUTIVE will not have yet received
         a bonus, provided, however, that if this early termination is made by
         SPECIAL before January 1, 2003, the part of the severance related to
         bonus will be calculated as follows:

                  - IF THE EARLY TERMINATION TAKES PLACE IN 2001:

         Bonuses due to the most senior officer for this full calendar year.

                  - IF THE EARLY TERMINATION TAKES PLACE IN 2002:

         Average between the bonuses due to the most senior officer for the full
         calendar years 2001 and 2002.

         Payment will be within thirty (30) days after the definite approval of
         the accounts of SPECIAL for the said year(s).


         (3) In case of termination by EXECUTIVE before the end of the contract
         and in case of termination by SPECIAL before the end of the contract
         for cause or disability, SPECIAL will provide EXECUTIVE or his
         representative all amounts accrued but unpaid up to and including the
         date of termination, including, without limitation, any pro rata
         portion of EXECUTIVE's Managerial Fees, bonus and stock options and the
         like remaining unpaid as of the date of termination. EXECUTIVE's rights
         to exercise vested options shall be extended for a period of one (1)
         year following the termination, notwithstanding any contrary language
         in the plan documents.

         (4) "Disability" shall mean that due to illness, accident or other
         physical or mental incapacity, the Board has in good faith determined
         that EXECUTIVE is unable to substantially perform his usual and
         customary duties under this Agreement for more than six (6) consecutive
         months. During any period that EXECUTIVE fails to perform his duties
         hereunder as a result of incapacity due to disability ("Disability
         Period"), he shall continue to receive his Managerial Fees.

         (5) A termination for "cause" is defined as: (i) willful neglect of
         duties hereunder; (ii) conviction for, or entry of a pleading of guilty
         or nolo contendre by EXECUTIVE with respect to a felony; (iii)
         material, knowing and intentional failure to comply with applicable
         laws with respect to the execution of SPECIAL's business operations;
         (iv) theft, fraud, embezzlement, dishonesty or similar conduct which
         has resulted or is likely to result in material economic damage to
         SPECIAL or any of its affiliates or subsidiaries; (v) repeated failure
         to perform the directives of SPECIAL's Board of Directors; or (vi)
         dependence or addiction to alcohol or use of drugs (except those
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         legally prescribed by and administered pursuant to the directions of a
         practitioner licensed to do so under the laws of the state or county
         of licensure) which in the opinion of SPECIAL's Board of Directors
         interferes with EXECUTIVE's ability to perform his assigned duties and
         responsibilities. If EXECUTIVE is terminated for cause under
         subparagraphs (i), (iii), (v), or (vi), he will be entitled to thirty
         (30) days prior written notice and the opportunity to cure, and if, in
         SPECIAL's reasonable discretion, he has not cured the cause for his
         termination within that time, SPECIAL shall have the right to declare
         this contract terminated.

11.      This Agreement will be governed and construed in accordance with the
         laws of the State of New York.

12.      This agreement constitutes the entire agreement between the parties
         with regard to the subject matter hereof, superseding all prior
         understandings and agreements, whether written or oral. None of
         SPECIAL's employee handbooks, manuals, or policy statements shall
         explicitly or implicitly create any additional rights or obligations
         with respect to EXECUTIVE's retention pursuant to this Agreement,
         except as otherwise explicitly provided herein. This Agreement may not
         be amended, modified or revised except by a writing signed by the
         parties hereto.

13.      This Agreement is binding upon and inures to the benefit of both
         parties and their respective heirs, beneficiaries, executors, trustees,
         administrators, successors and assigns, including any corporation with
         which SPECIAL may be merged or which may succeed to its assets or
         business, although EXECUTIVE's obligations are personal and may be
         performed only by EXECUTIVE.

14.      The provisions of this Agreement are severable, and invalidity of any
         provision does not affect the validity of any other provision.

15.      No delay or omission by SPECIAL in exercising any right under this
         Agreement (including without limitation, any failure to strictly
         enforce any provision hereof) shall operate as a waiver of that or any
         other right. A waiver or consent given by SPECIAL on any one occasion
         shall be effective only in that instance and shall not be construed as
         a bar or waiver of any right on any other occasion.

16.      EXECUTIVE hereby acknowledges that he has read this Agreement
         carefully; he has been afforded sufficient time to understand the terms
         and effects of this Agreement; he has been given the opportunity to
         consult with counsel and in fact has been advised by counsel as to all
         terms and effects of this Agreement prior to executing this Agreement,
         or has knowingly, freely and voluntarily declined to do so; any
         ambiguity that might be alleged to exist herein shall not be construed
         against or in favor of any party hereto; he is voluntarily entering
         into and executing this Agreement; neither SPECIAL nor its agents or
         representatives have made any representation inconsistent with the
         terms and effects of this Agreement; no promise, inducement, or
         agreement not expressed herein has been made to him; and he fully
         understands and voluntarily accepts the terms and conditions of this
         Agreement.
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If this Agreement is acceptable to you, please execute both copies of this
letter in the space provided below, have your signature attested and return one
fully executed Agreement to us.

                               Very truly yours,

                               SPECIAL METALS CORPORATION

                               /s/ Robert F. Dropkin

                               Robert F. Dropkin
                               Secretary on behalf of the Board of Directors



         Accepted and agreed to this 12th day of July, 2001.




Attested to:                        PHILIPPE CHOPPIN DE JANVRY

/s/    Roderick McDonald            /s/    Philippe Choppin de Janvry
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