CHASE INDUSTRIES INC
SEVERANCE PAY AGREEMENT - JOHN H. STEADMAN
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>d91473ex10-4.txt
<DESCRIPTION>SEVERANCE PAY AGREEMENT - JOHN H. STEADMAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4


                              CHASE INDUSTRIES INC.

                               SEVERANCE PAY PLAN

                            SUMMARY PLAN DESCRIPTION

                                       AND

                                    AGREEMENT




<PAGE>




                                TABLE OF CONTENTS

<Table>
<S>                                                                         <C>
1.    Term of Agreement.......................................................1

2.    Definitions.............................................................2

3.    Payment Conditions......................................................2

4.    Severance Payment.......................................................2

5.    Payment Offsets.........................................................3

6.    Administration..........................................................3

7.    Tax Withholding.........................................................4

8.    Overpayment.............................................................4

9.    Release.................................................................4

10.   Binding Effect; Assignment..............................................4

11.   Nonalienation of Benefits...............................................4

12.   Notices.................................................................4

13.   Severability............................................................5

14.   Not a Contract of Employment............................................5

15.   Entire Agreement; Amendment; Waiver.....................................6

16.   Legal Fees and Expenses.................................................6

17.   Applicable Law..........................................................6

18.   Counterparts............................................................6
</Table>


<PAGE>


                             SEVERANCE PAY AGREEMENT

         This Severance Pay Agreement (this "Agreement"), has been entered into
by and is between Chase Industries Inc., a Delaware corporation, ("CSI") and
John H. Steadman (the "Executive") as of September 1, 2001, to provide for the
payment of severance benefits to the Executive in the event the Executive's
employment with CSI or its Subsidiaries terminates under certain conditions.

                                    RECITALS

         A.       Executive currently is employed as President and Chief
                  Operating Officer of Chase Brass & Copper Company Inc., a
                  Delaware corporation and a wholly-owned subsidiary of CSI
                  ("CBCC").

         B.       Executive and CSI agree that it is desirable that CSI provide
                  greater employment security to Executive and provide a
                  financial incentive for Executive to remain in the employ of
                  CBCC and, to those ends, the parties hereby enter into this
                  Agreement.

         C.       This Agreement, together with (i) the other Severance Pay
                  Agreements entered into effective as of the date of this
                  Agreement with other employees of CSI and (ii) other Severance
                  Pay Agreements or arrangements that hereafter become effective
                  and that specifically identify such Severance Pay Agreements
                  or arrangements as being part of the Chase Industries Inc.
                  Severance Pay Plan, collectively, shall constitute the Chase
                  Industries Inc. Severance Pay Plan (the "Plan").

         D.       Executive also is a party to an Amended and Restated
                  Employment Agreement dated September 1, 2001, between CBCC and
                  Executive (the "Employment Agreement") and this Agreement is
                  being entered into pursuant to Section ____ of the Employment
                  Agreement.

         E.       This Agreement is entered into as of the date first set forth
                  above, but provides for severance benefits only if Executive's
                  employment with CBCC is terminated during the one year period
                  immediately following the expiration of the Protection Period
                  (as defined in the Employment Agreement).

         In consideration of the mutual agreements herein set forth and for good
and valuable consideration, receipt of which hereby is acknowledged the parties
agree as follows:

         1.       Term of Agreement.

                  The term of this Agreement (the "Term") shall be for the
         period which commences on the Effective Date and which expires at
         midnight on the first annual anniversary of the Effective Date.
         Notwithstanding the expiration of the Term or other



                                       1
<PAGE>

         termination of this Agreement, the terms of this Agreement shall
         survive to the extent necessary to enable Executive to enforce his
         rights under Section 4 of this Agreement.

         2. Definitions. As used in this Agreement, the terms defined on
Schedule A hereto have the meanings set forth therein, which defined terms are
incorporated herein by reference. Capitalized terms used but not defined in
Schedule A and defined in this Agreement have the meanings assigned to such
terms in this Agreement. Capitalized terms used but not defined in Schedule A of
this Agreement or in this Agreement and defined in the Employment Agreement have
the meanings assigned to such terms in the Employment Agreement.

         3. Payment Conditions. If during the Term either (a) Executive's
employment with CBCC is terminated by CBCC other than (1) for Cause or (2) on
account of Executive's death, Permanent Disability or Retirement, or (b)
Executive resigns from CBCC for Good Reason, then the Executive shall receive
the severance benefit described in Section 4.

         4.       Severance Payment.

                  (a) Severance Benefit Provided. If the payment conditions of
         Section 3 hereof are satisfied, then Executive shall receive:

                           (i) in a single lump sum which shall be paid within
                  30 days after the termination of employment or resignation, a
                  severance payment in an amount equal to six times the greater
                  of (1) Executive's Monthly Salary in effect immediately prior
                  to the Change of Control and (2) Executives Monthly Salary in
                  effect at the time of termination or, if Executive resigns (or
                  an event, which is not waived or consented to by Executive,
                  occurs giving Executive the right to resign) his employment
                  for Good Reason, immediately prior to the occurrence of the
                  event giving rise to Good Reason; and

                           (ii) for a period of six (6) months from the
                  effective date of termination of employment or resignation,
                  participation in any medical and dental insurance for the
                  continued benefit of the Executive (and, if applicable, the
                  Executive's spouse and dependent children) in which such
                  persons were participating immediately prior to the effective
                  date of termination, provided that the continued participation
                  of such persons is possible under the general terms and
                  provisions of such plans and arrangements and if such
                  continued participation is barred then CSI shall arrange to
                  provide such persons with coverage substantially similar to
                  that which such persons would otherwise have been entitled to
                  receive under such plans and arrangements from which such
                  persons' continued participation is barred; provided, however,
                  that in either case, to the extent applicable, the Executive
                  pays to CSI an amount equal to the premiums, or portion
                  thereof, that the Executive was required to pay to maintain
                  such coverage for such persons prior to separation from
                  service, provided that such coverage, except to the extent of
                  premiums paid by Executive or reimbursed to CBCC or CSI as
                  provided herein, shall be provided on an after-tax basis and
                  Executive shall be issued a Form 1099 which reflects the
                  entire cost of such coverage for himself and his dependents;
                  and provided, further, that any coverage provided pursuant to


                                       2
<PAGE>

                  this Section 4(a)(ii) shall be limited and reduced to the
                  extent such coverage is otherwise provided by (or available
                  from or under), at no direct out-of-pocket costs to the
                  recipient, any other employer of the Executive or the
                  Executive's spouse or dependent children, or Social Security,
                  Medicare, Medicaid or any similar or substitute arrangements
                  available to such persons; and provided, further, that solely
                  for the purpose of calculating continued medical and dental
                  coverage under the medical and dental plan program component
                  of the Employee Benefit Plan Chase Brass & Copper Co., Inc.
                  (but not under the health care reimbursement plan program
                  component of the Employee Benefit Plan Chase Brass & Copper
                  Co., Inc.) pursuant to the Consolidated Omnibus Budget
                  Reconciliation Act of 1985, as amended, the date of
                  Executive's termination of employment shall be the date
                  Executive's medical and dental insurance coverage expires
                  pursuant to the terms of this Section 4(a)(ii).

                  (b) Employment by Buyer. Notwithstanding the foregoing
         provisions of this Section 4, if (i) there shall be a sale or
         disposition of all or substantially all the assets of CBCC or a merger,
         consolidation or reorganization to which CBCC is a party and is not a
         surviving corporation and (ii) Executive is offered employment (at
         substantially the same level of Executive's authority, responsibility,
         compensation and benefits with CBCC before such sale) with the
         purchaser or corporation into which CBCC is merged or consolidated, as
         applicable, or any of its Affiliates ("Buyer") upon consummation of
         such sale or disposition, then Executive shall not be entitled to the
         severance compensation as provided in Section 4(a) as a result of such
         transaction. In any such event, however, Executive shall be entitled to
         such severance compensation as provided in Section 4(a) if, during the
         Term, either (1) Executive's employment with the Buyer shall be
         terminated by the Buyer other than (A) for Cause or (B) on account of
         Executive's death, Permanent Disability or Retirement, or (2) Executive
         shall resign from the Buyer for Good Reason.

         5.       Payment Offsets.

                  (a) Notwithstanding anything in this Agreement to the
         contrary, the severance benefit payment received under this Agreement
         shall be reduced by loans or other amount due to CSI by the Executive.

                  (b) Except as provided in Section 5(a), the severance
         compensation to be provided pursuant to Section 4 of this Agreement
         shall be paid and provided without reduction, other than as expressly
         provided for therein, regardless of any amounts of salary, compensation
         or other amounts which may be paid or payable to Executive from any
         source or which Executive could have obtained upon seeking other
         employment; provided that CSI shall be permitted to make all such
         payments net of any legally required tax withholdings.

         6. Administration. The Plan Administrator shall be responsible for the
management and control of the operation and the administration of the Plan,
including without limitation, interpretation of the Plan, decisions pertaining
to eligibility to participate in the Plan, computation of Plan benefits,
granting or denial of benefit claims, and review of claims denials. The Plan
Administrator has absolute discretion in the exercise of its powers and
responsibilities.


                                       3
<PAGE>

         7. Tax Withholding. Any payment of benefits under this Agreement will
be subject to reduction due to any and all applicable federal, state or local
income or employment taxes and other required withholdings.

         8. Overpayment. If due to mistake or any other reason, the Executive
receives benefits under this Agreement in excess of what this Agreement
provides, the Executive shall repay the overpayment to CBCC or CSI in a lump sum
within thirty (30) days of notice of the amount of overpayment. If the Executive
fails to so repay the overpayment, then without limiting any other remedies
available to CBCC or CSI, CBCC or CSI may deduct the amount of the overpayment
from any other benefits which become payable to the Executive under this
Agreement.

         9. Release. Notwithstanding any other provision in this Agreement to
the contrary, as consideration for receiving severance benefits under this
Agreement, the Executive must execute (and not revoke) a release in the form
attached hereto as Exhibit A. If the Executive fails to properly execute such
release (or revokes such release), then Executive shall receive no severance
benefits under this Agreement.

         10. Binding Effect; Assignment.

               (a) General. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and Executive's heirs and legal
representatives and CSI's successors and assigns. This Agreement is assignable
by CSI to any Person which acquires, directly or indirectly, by merger,
consolidation, purchase or otherwise, all or substantially all of the assets of
CSI or CBCC or a majority of the outstanding Voting Securities of CBCC. Upon any
such assignment, and the assumption by the assignee of all obligations
hereunder, CSI automatically shall be released from all liability hereunder (and
all references to CSI herein shall be deemed to refer to such successor). This
Agreement shall not be assignable by Executive.

               (b) Assumption by Successor. CSI shall require any successor
(whether direct or indirect, by purchase, merger, consolidation, reorganization
or otherwise) to all or substantially all of the business and/or assets of CSI
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent CSI or CBCC, as applicable, would be required to perform if
no such succession had taken place.

         11. Nonalienation of Benefits. Benefits payable under this Agreement
shall not be subject in any manner to alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution or levy of any kind
(collectively "Alienate"), either voluntary or involuntary, prior to actually
being received by Executive, other than by a transfer by the Executive's will or
by the laws of descent and distribution; and any attempt to alienate, sell,
transfer, assign, pledge, encumber, charge, garnish, execute on, levy or
otherwise dispose of any right to benefits payable hereunder contrary to this
Section 11 shall be void ab initio and of no force or effect and CSI shall have
no obligation or liability to pay any amounts so attempted to be Alienated.

               12. Notices. All notices, demands, requests or other
communications that may be or are required to be given, served or sent by either
party to the other party pursuant to this


                                       4
<PAGE>

Agreement will be in writing and will be mailed by first-class, registered or
certified mail, return receipt requested, postage prepaid, or transmitted by
hand delivery or overnight courier, telegram or facsimile transmission addressed
as follows:

         (a)      If to CSI or the Plan Administrator:

                           c/o Chase Brass & Copper Company, Inc.
                           14212 County Road M-50
                           Montpelier, Ohio  43543
                           Telecopy No.:  419/485-8150
                           Attention:  Corporate Secretary

                  with a copy (which will not constitute notice) to:

                           Vinson & Elkins L.L.P.
                           3700 Trammell Crow Center
                           2001 Ross Avenue
                           Dallas, Texas  75201
                           Telecopy No.: (214) 999-7781
                           Attention:  Rodney L. Moore

         (b)      If to Executive:

                           John H. Steadman
                           76 Maple St.
                           Perrysburg, Ohio  43551
                           Telecopy No.:  (419) 873-1119

Either party may designate by written notice a new address to which any notice,
demand, request or communication may thereafter be given, served or sent. Each
notice, demand, request or communication that is mailed, delivered or
transmitted in the manner described above will be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to
the addressee with the return receipt, the delivery receipt, the affidavit of
messenger or (with respect to a facsimile transmission) the answer back being
deemed conclusive evidence of such delivery or at such time as delivery is
refused by the addressee upon presentation.

         13. Severability. In the event that any provision of this Agreement, or
the application thereof to any person or circumstance, is held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect
under present or future laws effective during the effective term of any such
provision, such invalid, illegal or unenforceable provision shall be fully
severable; and this Agreement shall then be construed and enforced as if such
invalid, illegal, or unenforceable provision had not been contained in this
Agreement; and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of each such illegal, invalid, or unenforceable provision, there shall be
added automatically as part of this Agreement, a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.

         14. Not a Contract of Employment. This Agreement is not an employment
contract for any definite period of time. This Agreement shall have no effect
whatsoever on the employment relationship stipulated in the employment
agreement, if any, entered into by and


                                       5
<PAGE>

between Executive and CBCC or CSI, as applicable. This Agreement shall not give
Executive any security or other interest in any assets of CBCC; rather
Executive's right to the benefits provided under this Agreement shall be those
of a general creditor of CBCC.

         15. Entire Agreement; Amendment; Waiver. This Agreement represents the
entire agreement between the parties hereto with respect to the subject matter
hereof, and supersedes all prior or contemporaneous oral or written
negotiations, understandings and agreements between the parties hereto. This
Agreement shall not be altered, amended or modified except by written instrument
executed by CSI and Executive. A waiver of any term, covenant, agreement or
condition contained in this Agreement shall not be deemed a waiver of any other
term, covenant, agreement or condition, and any waiver of any default in any
such term, covenant, agreement or condition shall not be deemed a waiver of any
later default thereof or of any other term, covenant, agreement or condition.

         16. Legal Fees and Expenses. The prevailing party in any dispute or
controversy under or in connection with this Agreement shall be entitled to
reimbursement from the non-prevailing party for all costs and reasonable legal
fees incurred by such prevailing party.

         17. Applicable Law. The provisions of this Agreement shall be
interpreted and construed in accordance with the federal laws of the United
States of America, except in those circumstances where federal law is
inapplicable, in which case this Agreement shall be interpreted and construed
with respect to such circumstance in accordance with the laws of the State of
Ohio, without regard to its choice of law principles.

         18. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
will constitute one and the same agreement.


         IN WITNESS WHEREOF, this Agreement has been executed in one or more
counterparts effective as of the date first written above.

                                          COMPANY

                                          Chase Industries Inc.


                                          By:     /s/ TODD A. SLATER
                                             ----------------------------------
                                          Title:  Secretary
                                               --------------------------------


                                          EXECUTIVE



                                           /s/ JOHN H. STEADMAN
                                          -------------------------------------
                                          Name:  John H. Steadman
                                               --------------------------------


                                       6
<PAGE>

                             YOUR RIGHTS UNDER ERISA

         As a Participant in the Plan, you are entitled to certain rights and
protections under ERISA. ERISA provides that all Plan Participants are entitled
to:

         RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS

         Examine, without charge, at the office of the Plan Administrator and at
other specified locations, such as work sites, all documents governing the Plan
and a copy of the latest annual report (Form 5500 Series), if applicable, filed
by the Plan with the U.S. Department of Labor and available at the Public
Disclosure Room of the Pension and Welfare Benefit Administration.

         Obtain, upon written request to the Plan Administrator, copies of
documents governing the operation of the Plan, including insurance contracts,
copies of the latest annual report (Form 5500 Series), if applicable, and an
updated summary plan description. The Plan Administrator may make a reasonable
charge for the copies.

         Receive a summary of the Plan's annual financial report. The Plan
Administrator is required by law to furnish each Participant with a copy of this
summary annual report, if applicable.

         PRUDENT ACTIONS BY PLAN FIDUCIARIES

         In addition to creating rights for Plan Participants, ERISA imposes
duties upon the people who are responsible for the operation of the Plan. The
people who operate your Plan, called "fiduciaries" of the Plan, have a duty to
do so prudently and in the interest of you and other Plan Participants and
Beneficiaries. No one, including your Employer or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a
Plan benefit or exercising your rights under ERISA.

         ENFORCE YOUR RIGHTS

         If your claim for a Plan benefit is denied or ignored in whole or in
part, you have a right to know why this was done, to obtain copies of documents
relating to the decision without charge, and to appeal any denial, all within
certain time schedules.

         Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the Plan and do not receive them
within 30 days, you may file suit in a Federal court. In such a case, the court
may require the Plan Administrator to provide the materials and pay you up to
$110 a day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the Plan Administrator. If you have a
claim for a Plan benefit which is denied or ignored, in whole or in part, you
may file suit in a state or Federal court. If it should happen that Plan
fiduciaries misuse the Plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. The court will decide who should
pay court costs and legal fees. If you are successful, the court may order the
person you have sued to pay these costs and fees. If you lose, the court may
order you to pay these costs and fees if, for example, it finds that your claim
is frivolous.


                                       7
<PAGE>

         CLAIMS PROCEDURE AND REVIEW.

         Claims for benefits under this Agreement shall be made to the Plan
Administrator. If a claim for benefits is wholly or partially denied, the Plan
Administrator shall, within a reasonable period of time but no later than 30
days after receipt of the claim (or 60 days after receipt of the claim if
special circumstances require an extension of time for processing the claim),
notify the claimant of the denial. Such notice shall (a) be in writing, (b) be
written in a manner calculated to be understood by the claimant, (c) contain the
specific reason or reasons for denial of the claim, (d) refer specifically to
the pertinent Agreement provisions upon which the denial is based, (e) describe
any additional material or information necessary for the claimant to perfect the
claim (and explain why such material or information is necessary), and (f)
explain the Agreement's claim review procedures and the time limits applicable
to such procedures, including a statement of the claimant's right to bring a
civil action under section 502(a) of ERISA. Within 60 days of the receipt by the
claimant of this notice, the claimant may file a written appeal with the Plan
Administrator. In connection with the appeal, the claimant will be provided,
upon request and free of charge, reasonable access to, and copies of all
documents, records and other information relevant to a claimant's claim for
benefits and may submit written issues documents, records and other information
relating to the claim for benefits. Such appeal will take into account all
comments, documents, records, and other information submitted by the claimant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination. The Plan Administrator shall
deliver to the claimant a written decision on the appeal promptly, but not later
than 30 days after the receipt of the claimant's appeal (or 60 days after
receipt of the claimant's appeal if there are special circumstances which
require an extension of time for processing). Such decision shall (i) be written
in a manner calculated to be understood by the claimant, (ii) include specific
reasons for the decision, (iii) refer specifically to the Agreement provisions
upon which the decision is based, and (iv) include a statement that the claimant
is entitled to receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records and other information relevant to the
claimant's claim for benefits. If special circumstances require an extension, up
to 60 days as provided above, the Plan Administrator shall send written notice
of the extension prior to the end of the applicable initial period. This notice
shall indicate the special circumstances requiring the extension and state when
the Plan Administrator expects to render the decision.

         ASSISTANCE WITH YOUR QUESTIONS

         If you have any questions about your Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, or if you need assistance in obtaining documents from the
Plan Administrator, you should contact the nearest office of the Pension and
Welfare Benefits Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Pension and Welfare Benefits Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Pension and Welfare Benefits Administration.


                                       8
<PAGE>

                              FACTS ABOUT THE PLAN

Name of Plan:                           Chase Industries, Inc. Severance Pay
                                        Plan

Plan Sponsor:                           Chase Industries, Inc
                                        c/o Chase Brass & Copper Company, Inc.
                                        Montpelier, Ohio 43543
                                        (419) 485-3193

Plan Administrator:                     Chase Industries, Inc
                                        c/o Chase Brass & Copper Company, Inc.
                                        Montpelier, Ohio 43543
                                        (419) 485-3193
                                        acting by and through its Board of
                                        Directors or any Committee of
                                        its Board of Directors


Type of Administration:                 Self-Administration

Plan Administrator's Employer
Identification Number:                  51-0328047


Plan Number:                            501

Type of Plan:                           Welfare Benefit Severance Pay Plan

Plan Year:                              January 1 to December 31. The Plan shall
                                        be administered on a calendar year
                                        basis. Accordingly, the "Plan Year"
                                        shall be the 12-consecutive-month period
                                        commencing January 1 of each year.
                                        Except in the case of the first Plan
                                        Year, which shall be a short Plan Year
                                        beginning on August 1, 2001 and ending
                                        on December 31, 2001.

Funding Medium:                         Unfunded; the benefits provided herein
                                        shall be unfunded and shall be provided
                                        from the general assets of CSI or its
                                        Subsidiaries.

Named Fiduciary:                        The Plan Administrator shall be the
                                        named fiduciary for purposes of ERISA.


                                       9
<PAGE>


                                   SCHEDULE A
                                       TO
                             SEVERANCE PAY AGREEMENT

         (a) Acquiring Person: means any Person other than (i) Executive or any
Affiliate of Executive, or (ii) CSI or any Subsidiary, any employee benefit plan
of CSI or any Subsidiary or of a corporation owned directly or indirectly by the
stockholders of CSI in substantially the same proportions as their ownership of
stock of CSI, or any trustee or other fiduciary holding securities under an
employee benefit plan of CSI or any Subsidiary or of a corporation owned
directly or indirectly by the stockholders of CSI in substantially the same
proportions as their ownership of stock of CSI.

         (b) Base Salary: means the Executive's annual base pay. Base Salary
shall not include any bonus, commission, incentive pay, overtime, auto or travel
allowance or other similar payments or compensation. "Month Salary" shall mean
base salary divided by twelve (12).

         (c) Board of Directors: shall mean (i) from and after the Effective
Date, the board of directors of CSI or (ii) if a Change of Control occurs and on
or after the effective date of the Change of Control CSI is merged, reorganized
or otherwise consolidated with or into another Person, from and after the
occurrence of such merger, reorganization or consolidation the board of
directors or similar governing body of the Person surviving the merger,
reorganization or consolidation.

         (d) Cause: means

                  (i) the continued failure by Executive to substantially
         perform his duties, as such duties exist at the Effective Date or as
         such duties thereafter may be modified with Executive's written
         consent, as an employee of CBCC or any other Subsidiary (other than any
         such failure resulting from Executive's incapacity due to physical or
         mental illness) after written demand for substantial performance is
         delivered by the Board of Directors specifically identifying the manner
         in which the Board of Directors believes Executive has not
         substantially performed his duties;

                  (ii) dishonesty by Executive of a material nature that relates
         to the performance of Executive's duties as an employee of CBCC or any
         other Subsidiary or the commission by Executive of an act of fraud
         upon, or willful misconduct toward, CSI or any Subsidiary, as
         reasonably determined by the Board of Directors after a hearing
         following ten days' notice to Executive of such hearing and at which
         hearing Executive will be present and have the opportunity to present
         Executive's position;

                  (iii) criminal conduct by Executive (other than minor
         infractions, traffic violations, or alleged criminal conduct for which
         Executive is entitled to indemnification with respect to such conduct
         under any indemnity agreement or arrangement between the Executive and
         CSI and/or CBCC) or the conviction of


                                       S-1
<PAGE>

         Executive, by a court of competent jurisdiction, of any felony (or plea
         of nolo contendere thereto);

                  (iv) a material violation by Executive of his duty of loyalty
         to CSI or any Subsidiary which results or may reasonably be expected to
         result in material injury to CSI or any Subsidiary;

                  (v) the failure of Executive to cease any conduct reasonably
         determined in good faith by the Board of Directors to be detrimental to
         the well-being or morale, or otherwise not in the best interest, of CSI
         or any Subsidiary after written demand directing Executive to cease
         such conduct is delivered by the Board of Directors specifically
         identifying such conduct and demanding cessation thereof; or

                  (vi) the use by Executive of alcohol which renders Executive
         unable to perform the essential functions of his position as an
         employee of CBCC or the illegal use by Executive of illegal or
         controlled drugs or other substances (provided that the use of
         controlled drugs or substances as prescribed by a physician shall not
         constitute grounds for Cause).

Any termination of Executive's employment by CBCC for Cause shall be
communicated to Executive in a written notice of termination which shall set
forth in reasonable detail the facts and circumstances, if any, claimed to
provide a basis for such termination. For purposes of this definition of Cause,
"CSI" shall mean Chase Industries Inc., a Delaware corporation, or if a Change
of Control occurs and on or after the date of the Change of Control Chase
Industries Inc. is merged, reorganized or otherwise consolidated with or into
another Person, the Person surviving the merger, reorganization or
consolidation.

         (e) Change in Control: means

                  (i) any Acquiring Person is or becomes the "beneficial owner"
         (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
         amended (the "Exchange Act")), directly or indirectly, of securities of
         CSI representing fifty percent or more of the combined voting power of
         the then outstanding Voting Securities of CSI;

                  (ii) a public announcement is made of a tender or exchange
         offer by any Acquiring Person for fifty percent or more of the
         outstanding Voting Securities of CSI, and the Board of Directors of CSI
         approves or fails to oppose that tender or exchange offer in its
         statements in Schedule 14D-9 under the Exchange Act, provided, that,
         within one year after the occurrence of such event, an event described
         in clauses (i), (iii) or (iv) hereof shall have occurred (in which case
         a Change in Control shall be deemed to have occurred on the date of the
         occurrence of the event described above in this clause (ii));

                  (iii) the stockholders of CSI approve a merger or
         consolidation of CSI with any other Person (or, if no such approval is
         required, the consummation of such a merger or consolidation of CSI),
         other than a Conversion Transaction. A


                                       S-2
<PAGE>
         "Conversion Transaction" shall mean a merger or consolidation that
         would result in the Voting Securities of CSI outstanding immediately
         prior to the consummation thereof continuing to represent (either by
         remaining outstanding or by being converted into Voting Securities of
         the surviving entity or of a parent of the surviving entity) a majority
         of the combined voting power of the Voting Securities and Convertible
         Voting Securities (on a fully-diluted basis assuming full conversion
         thereof) of the surviving entity (or its parent) outstanding
         immediately after that merger or consolidation; provided that if any
         Acquiring Person owns less than fifty percent of the Voting Securities
         of CSI outstanding immediately prior to such merger or consolidation
         and immediately after such merger or consolidation owns fifty percent
         or more of the outstanding Voting Securities of the surviving entity
         (or its parent) outstanding immediately after that merger
         consolidation, then such merger of consolidation shall not be deemed a
         "Conversion Transaction";

                  (iv) the stockholders of CSI or CBCC approve a plan of
         complete liquidation of CSI or CBCC, respectively, or an agreement for
         the sale or disposition by CSI or CBCC of all or substantially all of
         CSI's or CBCC's assets, respectively, (or, if no such approval is
         required, the consummation of such a liquidation, sale, or disposition
         in one transaction or series of related transactions) other than a
         liquidation, sale or disposition of all or substantially all of CSI's
         or CBCC's assets in one transaction or a series of related transactions
         to a Subsidiary or any other Person owned directly or indirectly by the
         stockholders of CSI in substantially the same proportions as their
         ownership of stock of CSI;

                  (v) CSI ceases to be the "beneficial owner" (as defined in
         Rule 13d-3 under the Exchange Act), directly or indirectly, of
         securities of CBCC representing at least a majority of the combined
         voting power of the then outstanding Voting Securities of CBCC other
         than pursuant to a transaction in which, immediately after the
         consummation of such transaction, all of the outstanding Voting
         Securities of CBCC or any Person into which CBCC is merged or otherwise
         consolidated which are not owned by CSI or any Subsidiary of CSI are
         owned, directly or indirectly, by the stockholders of CSI in
         substantially the same proportions as their ownership of stock of CSI
         immediately prior to such transaction; or

                  (vi) members of the Incumbent Board cease for any reason to
         constitute at least a majority of the Board of Directors.

         (f) Code: means the Internal Revenue Code of 1986, as amended.

         (g) Convertible Voting Securities: means any and all options, warrants
or other rights to purchase, or securities convertible into or exchangeable or
exercisable for, directly or indirectly, Voting Securities of any Person.

         (h) CVC Directors: (A) those members of the Board of Directors of CSI
who are, or who have served as, employees, officers or directors of Citicorp
Venture Capital


                                       S-3
<PAGE>

Ltd. ("CVC"), Court Square Capital Limited ("CSCL") or any Affiliate of CVC or
CSCL at any time such individuals serve as a member of the Board of Directors of
CSI and (B) any other members of the Board of Directors nominated by (i) such
members of the Board of Directors of CSI described in (A) above, (ii) CVC, (iii)
CSCL, (iv) any Affiliate of CVC or CSCL, or (v) any person who is part of a
group (as determined pursuant to Section 13(d)(2) of the Exchange Act) of which
CVC, CSCL or any Affiliate of CVC or CSCL is also a part with respect to any
Voting Securities of the Company.

         (i) Effective Date: means the date on which the Protection Period
expires.

         (j) ERISA: means the Employee Retirement Income Security Act of 1974,
as amended.

         (k) Good Reason: means the resignation by Executive from employment of
CBCC after:

                  (i) a material reduction or material alteration in the nature
         of Executive's position, responsibilities or authorities which
         Executive holds as of the Effective Date, as such position,
         responsibilities, or authorities may have been modified as of the time
         of the Change of Control with Executive's written consent,

                  (ii)     (A) any reduction of Executive's Base Salary by more
                  than 5%,

                           (B) any reduction in Executive's annual year end
                  bonus as compared to Executive's immediately preceding year
                  end bonus (expressed as a percentage) by more than 120% of any
                  reduction in CBCC's operating income for the year to which the
                  bonus relates as compared to the prior year (expressed as a
                  percentage); by way of example, if operating income for year
                  one is $1,000,000 and Executive's bonus was $20,000, then if
                  operating income in year two is $900,000 - 90% of year one, or
                  a 10% decline from year one, Executive's bonus may not be less
                  than $17,600 - 88% of year one bonus, or a 12% (120% x 10%)
                  decline from year one bonus - or it will constitute Good
                  Reason,

                           (C) any material reduction of benefits (excluding
                  salary and bonus) to which Executive was entitled immediately
                  prior to the Change of Control,

                  (iii) the relocation of Executive's principal place of
         employment to a location which is 60 miles or more from Executive's
         principal residence immediately prior to the Change of Control
         (provided such relocation shall not constitute Good Reason unless such
         relocation also results in Executive's principal place of employment
         being at least five miles further away from Executive's principal
         residence immediately prior to the Change of Control)


                                       S-4
<PAGE>

                  (iv) any other material adverse change to the terms and
         conditions of Executive's employment or benefits as in effect
         immediately prior to the Change of Control, or

                  (v) the liquidation, dissolution, merger, consolidation or
         reorganization of CSI or transfer of all or substantially all of its
         assets in a transaction that constitutes a Change of Control, unless
         the successor (by liquidation, merger, consolidation, reorganization or
         otherwise) to which all or substantially all of its assets have been
         transferred (directly or by operation of law) shall have assumed all
         duties and obligations of CSI under this Agreement pursuant to Section
         10(b) of this Agreement;

provided, that, if Executive shall consent in writing to any event described in
clauses (i) through (iv) of this paragraph, Executive's subsequent resignation
shall not be treated as a resignation for Good Reason unless a subsequent event
described in such clauses to which Executive did not consent occurs.
Notwithstanding the foregoing, Executive shall be entitled to resign for Good
Reason only if any occurrence referred to in clauses (i), (ii), (iii) or (iv) of
this clause (k) is not remedied within 10 calendar days after receipt by CSI of
written notice from Executive setting forth in reasonable detail the facts and
circumstances giving rise to such Good Reason.

         (l) Incumbent Board: individuals who, as of the date hereof, constitute
the Board of Directors of CSI and any other individual who becomes a director of
CSI after that date and whose election or appointment by the Board of Directors
or nomination for election by CSI's stockholders was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board; provided
that, for purposes of this Agreement, the Incumbent Board shall not include the
CVC Directors.

         (m) Participant: shall mean each person designated by CSI to
participate in the Plan who executes a Severance Pay Agreement in substantially
the form of this Agreement or as otherwise approved by the Plan Administrator.

         (n) Permanent Disability: shall mean any physical or mental disability
which shall have rendered Executive unable to perform his duties as an employee
of CBCC with or without reasonable accommodation for 120 consecutive days, or
which, in the opinion of a licensed physician reasonably satisfactory to CSI, is
likely to render Executive unable to perform his duties as an employee of CBCC
for such period with or without reasonable accommodation; provided, however,
that during any period of Executive's disability, CSI or any Subsidiary may
assign Executive's duties to any other employee of CSI or such Subsidiary or may
engage or hire a third party to perform such duties and any such action shall
not be deemed "Good Reason" for Executive to terminate his employment.

         (o) Person: means any individual, group, partnership, corporation,
association, trust, or other entity or organization.


                                       S-5
<PAGE>

         (p) Plan Administrator: means the Board of Directors or any committee
appointed by the Board of Directors to administer the Plan including the
Compensation Committee of the Board of Directors.

         (q) Retirement: shall mean a termination of Executive's employment
other than for Cause on or after Executive's attainment of age 65 (or such other
age as mutually agreed upon by Executive and CSI).

         (r) Subsidiary: means, as to any Person, any corporation or other
entity of which a majority of the combined voting power of the outstanding
Voting Securities is owned, directly or indirectly, by that Person; as used in
this Agreement, unless otherwise specific, the term Subsidiary shall be deemed
to refer to a Subsidiary of CSI.

Voting Securities: means (i) any securities or interests that vote generally in
the election of directors, in the admission of general partners, or in the
selection of any other similar governing body and (ii) with respect to CSI, all
shares of CSI's nonvoting common stock, par value $.01 per share (all of which
are convertible into shares of common stock, par value $.01 per share, of CSI).


                                       S-6
<PAGE>
                                    EXHIBIT A
                              AGREEMENT AND RELEASE

         This Agreement and Release ("Agreement") is entered into between you,
_____________________, the undersigned employee, and Chase Industries Inc., a
Delaware corporation (the "Company"), in connection with the Severance Pay
Agreement entered into by and between you and the Company (the "Payment
Agreement"). You are advised to consult with an attorney of your choosing before
signing this Agreement. You have 21 days to consider this Agreement, which you
agree is a reasonable amount of time. In addition, you may revoke the Agreement
within 7 days after you have signed it by notice to [CORPORATE SECRETARY], 14212
County Road M-50, Montpelier, Ohio 43543. This Agreement will not become
effective or enforceable until the 7-day revocation period has expired without
your revocation. You acknowledge that if you accept the payment set forth in
Paragraph 2 after the expiration of the 7-day period, such acceptance shall
constitute an acknowledgment by you that you did not revoke this Agreement
during the 7-day period.

         1.       Definitions.

                  (a) "Released Parties" means each of Chase Brass & Copper
         Company Inc. and the Company and their past, present and future
         parents, subsidiaries, divisions, successors, predecessors, employee
         benefit plans and affiliated or related companies, and also each of the
         foregoing entities' past, present and future owners, officers,
         directors, stockholders, investors, partners, managers, principals,
         committees, administrators, sponsors, executors, trustees, fiduciaries,
         employees, agents, assigns, representatives and attorneys, in their
         personal and representative capacities.

                  (b) "Claims" means all theories of recovery of whatever
         nature, whether known or unknown, recognized by the law or equity of
         any jurisdiction. It includes but is not limited to any and all
         actions, causes of action, lawsuits, claims, complaints, petitions,
         charges, rights, demands and Damages to which you are or may be
         entitled or in which you have had or may have an interest. It also
         includes but is not limited to any claim for wages, benefits or other
         compensation. It also includes but is not limited to claims asserted by
         you or on your behalf by some other person, entity or government
         agency.

                  (c) "Damages" means all liabilities, indebtedness, losses,
         damages, costs and expenses (including without limitation reasonable
         attorneys fees) and judgments.

         2. Consideration. The Company agrees to pay you an amount equal to
$_____ as the severance payment in accordance with Section 4(a)(i) of the
Payment Agreement, which you acknowledge is the amount owed you under the
Payment Agreement. If you do not revoke this Agreement as per the terms of this
Agreement, the Company will make this payment to you pursuant to the terms of
the Payment Agreement. You acknowledge that the payment that the Company will
make to you under this Agreement is in addition to anything else of value to
which you are entitled and that the Company is not otherwise obligated to make
this payment to you.


                                       A-1
<PAGE>

         3.       Release of Claims.

                  (a) You, on behalf of yourself and your heirs, executors,
         administrators, legal representatives, successors, beneficiaries, and
         assigns, unconditionally release and forever discharge the Released
         Parties from, and waive, any and all Claims that you have or may have
         against any of the Released Parties arising from your employment with
         the Company, the termination thereof, and any other acts or omissions
         occurring on or before the date you sign this Agreement. This Agreement
         shall not affect your entitlement, if any, to benefits in accordance
         with (i) the terms of the Company's employee benefit plans as defined
         in section 3(3) of the Employee Retirement Income Security Act of 1974,
         as amended or (ii) Section 4(a)(ii) of the Payment Agreement.

                  (b) The release set forth in Paragraph 3.a. includes, but is
         not limited to, any and all Claims under (i) the common law (tort,
         contract or other) of any jurisdiction; (ii) the Rehabilitation Act of
         1973, the Age Discrimination in Employment Act, the Americans with
         Disabilities Act, Title VII of the Civil Rights Act of 1964, the Civil
         Rights Act of 1866, and any other federal, state and local statutes,
         ordinances, executive orders and regulations prohibiting discrimination
         or retaliation upon the basis of age, race, sex, national origin,
         religion, disability, or other unlawful factor; (iii) the National
         Labor Relations Act; (iv) the Employee Retirement Income Security Act;
         (v) the Family and Medical Leave Act; (vi) the Equal Pay Act; and (vii)
         any other federal, state or local law.

                  (c) In furtherance of this Agreement, you promise not to bring
         any Claim covered by Paragraph 3.a. of this Agreement against any of
         the Released Parties in or before any court or arbitral authority and
         agree to indemnify any Released Party for any and all Damages suffered
         or incurred by any Released Party in connection with any such Claim
         asserted by you or on your behalf or resulting therefrom.

         4. Injunctive Relief. The parties shall be entitled to injunctive or
other equitable relief in any court of competent jurisdiction to prevent or
otherwise restrain a breach of this Agreement without the necessity of posting
bond or proving actual damage. This provision shall not be deemed in any way to
limit the availability of other remedies to which the parties may be entitled.

         5. Acknowledgment. You acknowledge that, by entering into this
Agreement, the Company does not admit to any wrongdoing in connection with your
employment, and that this Agreement is intended as a compromise of all Claims,
if any, you have or may have against the Released Parties. You further
acknowledge that you have carefully read this Agreement and understand its final
and binding effect, have had a reasonable amount of time to consider it, have
had the opportunity to seek the advice of legal counsel of your choosing, and
are entering this Agreement voluntarily.


                                       A-2
<PAGE>

-----------------------------------------    -----------------------
[NAME]                                       Date



-----------------------------------------    -----------------------
Chase Industries Inc.                        Date


                                      A-3

</TEXT>
</DOCUMENT>
