HAWK CORP
EXHIBIT 10.17
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<TYPE>EX-10.17
<SEQUENCE>2
<FILENAME>l87943aex10-17.txt
<DESCRIPTION>EXHIBIT 10.17
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                                                                Exhibit 10.17



                                 AMENDMENT NO. 1
                                     TO THE
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (this "Amendment")
is made and effective as of the 24th day of October, 2000, by and between HAWK
CORPORATION, a Delaware corporation ("Employer"), and NORMAN C. HARBERT
("Employee").

                                    RECITALS

         WHEREAS, the parties hereto are also parties to that certain employment
agreement dated June 30, 1995 ("Employment Agreement"); and

         WHEREAS, the parties desire to amend the Employment Agreement in
accordance with the terms and subject to conditions set forth herein.

         NOW, THEREFORE, Employer and Employee hereby amend the Employment
Agreement as follows:

         1. Section 1, captioned "Employment," is deleted in its entirety and
the following is substituted in its place:

                           "1. EMPLOYMENT. Employer hereby employs Employee and
                  Employee agrees to be employed by Employer for a period
                  commencing on the date hereof and terminating on June 30,
                  2007. Such period, together with the period of any extension
                  or renewal upon the mutual agreement of Employer and Employee,
                  of such employment is herein referred to as the "Employment
                  Period.""

         2. Section 2, captioned "Compensation and Benefits," is revised as
follows:

                  2.1 Subsection 2(a) is deleted in its entirety and the
following is substituted in its place:

                           "(a) Salary: Salary at the annual rate of $418,625,
                           payable not less frequently than semi-monthly (as
                           adjusted from time to time, "Base Wages")."

                  2.2. Subsection 2(c) is deleted in its entirety and the
following is substituted in its place:


                           " (c) Executive Bonus Plan: Employee shall receive a
                           bonus for fiscal year 2000, and for each year


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                           thereafter throughout the Employment Period, pursuant
                           to the Annual Incentive Compensation Plan presently
                           in effect, which said annual Compensation Plan cannot
                           be amended, modified or terminated without Employee's
                           written consent, and any other incentive compensation
                           plan authorized by the Board of Directors of
                           Employer, and to which Employer is eligible to
                           participate pursuant to the terms thereof, as
                           administered by Employer's Compensation Committee or
                           any other committee appointed by the Board of
                           Directors of Employer."

                  2.3. Subsection 2(e) is deleted in its entirety and the
following is substituted in its place:

                           "(e) Automobile Expenses: Employee shall be entitled
                           to receive a car allowance in the amount determined
                           by the Compensation Committee, but not less than the
                           amount presently paid, payable semi- monthly.
                           Employer shall provide property and liability
                           insurance on Employee's automobile and reimburse
                           Employee for the reasonable maintenance and repair
                           costs incurred with respect to Employee's
                           automobile."

         3. Section 4, captioned "Duties," is deleted in its entirety and the
following is substituted in its place:

                           "4. DUTIES. Employee shall, during the Employment
                  Period, serve as the Co-Chairman of the Board and Co-Chief
                  Executive Officer of Employer or in any other capacity as the
                  Board of Directors of Employer may request from time to time.
                  During the Employment Period, Employee shall perform such
                  duties and responsibilities as are customarily assigned to the
                  Co-Chairman of the Board and Co-Chief Executive Officer,
                  including overseeing the strategic development and
                  profitability of the business, and Employee shall be
                  responsible for the co-management of all day-to-day management
                  and operational matters of Employer and its subsidiaries.
                  Employee shall not be required to devote substantially all of
                  his time and efforts to the business and affairs of Employer
                  for so long as Employee continues to substantially perform his
                  duties and functions hereunder to the best of his ability and
                  skill in such a manner as to promote the best interests of
                  Employer. Employee



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                  further agrees to serve as a director on the boards of
                  directors of Employer's parent, subsidiaries or affiliated
                  entities and in one or more executive offices of any of
                  Employer's parent, subsidiaries or affiliated entities."

         4. Section 6, captioned "Death of Employee," is revised as follows:

                  4.1. Subsection 6(a) is deleted in its entirety and the
following is substituted in its place:

                           "(a) at the time of Employee's death, Employee has a
                           wife, then: (i) payments shall be made pursuant to
                           and in accordance with that certain Amended and
                           Restated Wage Continuation Agreement between Employer
                           and Employee dated January, 1998, as amended or
                           restated from time to time (the "Wage Continuation
                           Agreement"), which is herein incorporated by
                           reference; (ii) Employer shall pay to Employee's wife
                           the amount of bonus which Employee would have
                           received under Section 2(c) hereof for the year of
                           Employee's death which shall be prorated for the
                           portion of the year ending upon the date of death;
                           and (iii) Employer shall continue to provide and/or
                           pay for the existing health care coverage to
                           Employee's wife to the maximum extent allowable in
                           all respects under applicable law; provided, however,
                           that when Employee's surviving spouse attains the age
                           of sixty-five (65) years, Medicare shall be the
                           primary provider of medical coverage and the existing
                           health care coverage shall be the secondary payor;
                           and provided further, however, that the combined
                           benefits of Medicare and the Medicare supplemental
                           policy shall be substantially the same as then
                           available under the Employer's existing health care
                           coverage for active employees; or"

         5. Section 22, captioned "Notices," is deleted in its entirety and the
following is substituted in its place:


                           "22. NOTICES. All notices, requests, demands or other
                  communications hereunder shall be sent by registered or
                  certified mail to:



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                           Employer:        Board of Directors
                                            Hawk Corporation
                                            200 Public Square, Suite 30-5000
                                            Cleveland, Ohio   44114-2301

                           Copy to:         Byron S. Krantz, Esq.
                                            Kohrman Jackson & Krantz P.L.L.
                                            One Cleveland Center  20th Floor
                                            1375 East 9th Street
                                            Cleveland, Ohio   44114-1793

                           Employee:        Norman C. Harbert
                                            P.O. Box 127
                                            Hiram, Ohio 44234

         6. All other provisions of the Employment Agreement shall continue in
full force and effect. The Employment Agreement, as amended hereby, contains the
entire agreement between the parties with respect to Employer's employment of
Employee and supersedes all prior agreements, written or oral, with respect
thereto. This Amendment shall be governed by and construed in accordance with
the laws of the State of Ohio.

         IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment as of the date first above written.

                                            "EMPLOYER"

                                            HAWK CORPORATION

                                            By: ________________________________
                                            Print Name: ________________________
                                            Its: _______________________________


                                            "EMPLOYEE"

                                             ___________________________________
                                             NORMAN C. HARBERT



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