Exhibit Number 10.5


               Employment Agreement between Stant and J.P. Reilly































                                       E-9

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                                                                 Conformed Copy

                                    EMPLOYMENT   AGREEMENT  (this   "Agreement")
                           dated  as  of  January  21,   1997,   between   STANT
                           CORPORATION,  a Delaware corporation (the "Company"),
                           and JOHN P.  REILLY,  an  individual  residing at 644
                           East  Spruce  Avenue,  Lake  Forest,  Illinois  60045
                           ("Executive").


         WHEREAS the Company  desires to retain the services of Executive as its
President  and  Chief  Executive  Officer,   and  Executive  has  indicated  his
willingness to provide his services in such position on the terms and conditions
set forth herein.

         NOW,  THEREFORE,  in  consideration of the covenants and the agreements
herein contained, the parties agree as follows:

                  1.  Services,  Authority and Place of  Employment.  During the
Term of  Employment  (as  defined in Section  3(a)),  the Company  shall  employ
Executive as its President and Chief  Executive  Officer,  and Executive  hereby
accepts such  employment.  In his capacity as the Company's  President and Chief
Executive Officer,  Executive shall devote  substantially all his business time,
attention, skill and efforts to the faithful performance of his duties hereunder
and shall have the usual powers and duties vested in the office of President and
Chief Executive Officer of a corporation of the size,  stature and nature of the
Company, responsible only to the Board of Directors of the Company (the "Board")
and its  stockholders.  Executive shall have sufficient  authority to accomplish
the  objectives  and  goals  set  for  him  by  the  Board  of  Directors.  Upon
commencement of the Term of Employment, the Executive shall be appointed to fill
a vacancy on the Board.  The  Executive  shall at all times  conduct  himself in
conformity with the policies of the Company.

                  The principal place of employment shall be the Greater Chicago
Area  which is  defined  as that area which is with fifty (50) miles of the main
post office of Chicago.  Executive may move the executive offices of the Company
from Richmond,  Indiana,  to a location in the Greater  Chicago Area selected by
Executive and approved by the Board.

                  2. Compensation. For all services to be rendered by  Executive
in any capacity hereunder, during the  Term of Employment the Company shall  pay
or provide to Executive the following amounts and benefits:

                  (a) Base Salary. The Company shall pay to Executive in cash in
accordance  with its regular  payroll  practices (but not less  frequently  than
monthly) a base  salary  (the  "Base  Salary")  at the  initial  annual  rate of
$500,000,  which rate shall be reviewed  by the  Compensation  Committee  of the
Board (the  "Committee")  on or about January 1, 1998, and annually  thereafter.
Such  salary may be  increased,  but not  decreased,  from  time-to-time  at the
discretion of the Committee to reflect both merit and cost of living  increases,
and upon any such increase in the annual rate of Executive's  base salary,  such
increased amount shall become the "Base Salary".

                  (b) Incentive Compensation.  Executive shall participate in an
annual incentive compensation plan for executives to be adopted by the Committee
whereby  Executive shall have the opportunity  each year to earn a cash bonus in
an  amount  of up to 100% of the Base  Salary  for  such  year,  based  upon the
attainment of the Company's budgeted results which are realistically  obtainable
and other agreed objectives.  Executive acknowledges that such compensation will
be  intended  to qualify as  performance-based  compensation  under  Section 162
(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the "Tax Code"). The
cash bonus provided for in this Section 2(b) shall be paid on or before the 30th
day following the date of the auditor's  opinion on the financial  statements of
the Company  for the year to which the bonus  relates and in no event later than
six (6) months  after the close of the  fiscal  year to which  they  relate.  If
Executive  does not achieve his assigned  objectives  or fails to meet or exceed
high job performance  expectations,  no payment (or a reduced  payment) shall be
made for this bonus component.

<PAGE>

                  By  January  31 of each year  during  the Term of  Employment,
Executive may irrevocably elect, by notice in writing to the Company, to receive
all or a stated  percentage  of his  incentive  compensation,  if any,  for such
fiscal year in the form of stock options to be issued by the Company pursuant to
a  plan  to be  established  by the  Board.  The  exercise  price,  vesting  and
exercisability conditions and valuation of such options shall be as set forth in
the Company's Stock Option Plan for Directors (1993).

                  (c) Insurance;  Pension Benefits.  Executive shall participate
in all  insurance  (including  life,  travel and  accident,  medical  and dental
insurance),  pension,  pension restoration,  deferred compensation,  disability,
profit-sharing,   retirement  and  other  employee  welfare  and  benefit  plans
maintained  from time to time by the  Company  for its  executives  or  salaried
employees, to the extent that such executives or salaried employees participate,
in accordance with their respective  terms,  except as may otherwise be provided
herein, and provided Executive satisfies any applicable eligibility requirements
therefor.  The Company  reserves the right to change any such welfare or benefit
plan in the  future,  but no such  change  shall  be  applied  retroactively  or
adversely affect benefits already accrued.  Executive further  acknowledges that
the  Company  may wish to  maintain  insurance  on his life for its  benefit and
agrees to submit to any physical  examination  which may be required in order to
obtain such insurance.

                  (d) Fringe benefits:  Vacation. Executive shall participate in
the  Company's  automobile  program  and all other  fringe  benefits to the same
extent as other senior executives of the Company. Executive shall be entitled to
a number of paid vacation days each year as allowed under the Company's vacation
policy as currently in effect which shall be no less than four (4) weeks.

                  (e) Business Travel and Other Expenses.  The Company shall pay
or reimburse  Executive for all  reasonable  business  travel and other business
expenses incurred by Executive in the course of performing his duties under this
Agreement,  provided  that such  expenses  are  incurred  and  accounted  for in
accordance  with the policies and procedures  established by the Board from time
to time.

                  (f)  Disability.  The Company shall provide  Executive  with a
disability   arrangement  (the  "Disability   Arrangement")  that  will  provide
Executive,  in the event he becomes disabled,  with payments to be made in equal
monthly  installments  of not less  than 60% of the  Executive's  average  total
salary compensation (Base Salary and incentive compensation) actually earned for
the three  calendar  years  preceding the date of disability  (assuming,  to the
extent relevant, that Executive's total salary compensation for each of calendar
years 1994, 1995 and 1996 was $1,000,000); such payments to commence on the date
disability is determined  and end on the date of which  Executive  recovers from
the  disability,  dies or attains age sixty-five  (65),  whichever first occurs.
Such  payments  shall be offset by any other  disability  payments  received  by
Executive under the Company's regular  short-term  disability  program,  regular
long-term  disability  program  and  the  Social  Security  Disability  benefits
program.

<PAGE>

                  (g)  Signing  Bonus.  The  Company  shall pay to  Executive  a
signing bonus of $1,200,000,  such amount to be paid in amounts, on dates and in
a manner to be agreed between the Company and Executive,  and any amount thereof
not paid within thirty (30) days after  commencement  of  employment  shall bear
interest at the rate of eight percent (8%); provided,  however, that such amount
shall  be paid in full no  later  than  twelve  (12)  months  after  Executive's
termination of employment  hereunder and shall be structured in a manner that to
the greatest extent possible the payment is tax deductible to the Company.

                  (h) Stock Options. On the date of execution of this Agreement,
the Company shall grant to Executive  under the Company's 1993 Stock Option Plan
for Key Employees,  as amended from time to time (as so amended, the "1993 Stock
Option Plan"),  non-qualified options covering 300,000 shares of common stock of
the Company.  Such options shall vest in equal installments on the first, second
and third  anniversaries  of the date of grant and shall be  exercisable  for 10
years,  subject in all cases to the terms of the 1993 Stock  Option  Plan.  Each
such option shall have a "Fair Market Value"  (determined in accordance with the
1993 Stock Option Plan) as of January 21, 1997.  The Company  shall not announce
publicly that it is entering into this contract with  Executive  until after the
close of trading of the stock of the Company on January 21, 1997.

                  (i)  Deferred  Benefits.  Upon  commencement  of the  Term  of
Employment,  the Company  shall  credit  $250,000 to an account  established  on
Executive's behalf (the "Account"). The Account shall be hypothetically invested
in a mutual fund or funds to be designated in writing by Executive (the "Funds")
until the Termination Date (as defined in Section 3(a)), and credited or debited
with the income,  gains or losses of the Fund before the  Termination  Date.  As
soon as reasonably  practicable  after the  Termination  Date,  Executive  shall
receive a lump sum, cash  distribution  of the amount credited to the Account as
of the  Termination  Date.  Executive  shall have no right to receive any amount
credited to the Account  until the  Termination  Date and shall be an  unsecured
creditor of the Company  with  respect to any amount  credited to the Account on
his behalf.

                  3. Term of Employment and Termination. (a) Term of Employment.
The Term of  Employment  shall be the period of time which begins on January 22,
1997, or ninety (90) days  thereafter if the current  employer of Executive does
not waive its  ninety  (90) day  termination  clause,  and ends on the date (the
"Termination  Date") that is the earliest of (i) the date of Executive's  death,
(ii) January 31, 2000 (provided that such date shall  automatically  be extended
for  successive  one year  periods  unless at least 60 days prior to January 31,
2000,  or any  successive  January 31, the Company or  Executive  gives  written
notice to the other of its or his desire that the Term of  Employment  expire on
such January 31), and (iii) the effective date of any termination of the Term of
Employment as provided for in this Agreement.

                  (b) Termination by the Company for Good Cause. The Company may
terminate  the Term of  Employment  at any time for Good  Cause (as  defined  in
Section 3(c)).  The Company shall notify (the "Good Cause Notice")  Executive in
writing at least 30 days in advance of any proposed  termination  for Good Cause
(which  Good Cause  Notice  shall  state the Good Cause for which  Executive  is
proposed to be dismissed in such detail as to permit a reasonable  assessment by
Executive of the bona fides thereof).  During such notice period Executive shall
have the opportunity to cure any breach if the same is capable of being cured.

                  (c) Definition of Good Cause. For purposes of this  Agreement,
the term "Good Cause" shall mean:

                (i) a material breach by Executive  of his  obligations  under 
         this Agreement,

                (ii) material  misconduct  by  Executive  in  respect  of such
         obligations,

<PAGE>

                (iii)  Executive's  engaging  in  conduct  that is  immoral or
         illegal or that brings Executive or the Company or any of its direct or
         indirect subsidiaries (collectively,  the "Stant Group") into disrepute
         or otherwise  damages the business of the Stant Group (as determined in
         the good faith judgment of the Board of Directors), or

                (iv) Executive's commission of an act of dishonesty or a felony,

which in any event is not cured by Executive  prior to the effective date of the
termination  of the Term of  Employment  referred  to in the Good Cause  Notice;
provided,  however,  that Good  Cause  shall not  include  (a) bad  judgment  or
negligence, (b) any act or failure to act by Executive believed in good faith by
him to have been in or not opposed to the interests of the Stant Group,  and (c)
any act or failure to act by Executive in respect of which a determination could
properly be made that Executive met the applicable standard of conduct described
for  indemnification  or reimbursement or payment of expenses under the Delaware
Corporation Law, or the By-laws or Restated  Certificate of Incorporation of the
Company, or the Company's directors' and officers' liability insurance.

                  (d) Termination by the Company for Convenience. Subject to the
Company's obligations to pay or provide certain amounts and benefits pursuant to
Section  4(b),  the Company may terminate the Term of Employment at any time for
its convenience by written notice to Executive.

                  (e)  Termination by Executive for  Convenience.  Executive may
terminate  the  Term of  Employment  at any time  for  Executive's  convenience,
including  his election to retire at any time,  upon a minimum of 90 days' prior
written notice to the Company.  The Company shall have the option of waiving all
or part of  Executive's  services  during  all or  part of such  notice  period;
provided,  however,  that until the end of such  notice  period (i) the  Company
shall continue to pay or provide to Executive the amounts and benefits described
in  Section 2 and (ii)  Executive  shall  continue  to be an  "employee"  of the
Company or one of its subsidiaries and shall not commence active employment with
another employer.

                  In the event a purported termination of the Term of Employment
by Executive because of an Event of Termination is, for any reason,  found to be
invalid,  erroneous  or  incorrect,  such  termination  shall  be  treated  as a
termination by Executive for  Executive's  convenience  pursuant to this Section
3(e).

                  (f) Termination  for  Disability.  In the event of Executive's
Disability (as defined  below),  his employment with the Company shall be deemed
terminated for purposes of this Agreement as of the end of the calendar month in
which such Disability occurs. For purposes of this Agreement, "Disability" shall
be deemed to have  occurred  if (i)  Executive  shall be unable to  perform  his
duties on an active  full-time  basis by reason of  disability  or impairment of
health  for a  period  of at least  180  consecutive  calendar  days or (ii) the
Company shall have received a certificate from a physician reasonably acceptable
to both the Company and the Executive (or his representative) to the effect that
the  Executive  is  incapable  of  reasonably  performing  services  under  this
Agreement in accordance with past practices.

                  (g)  Termination  by Executive for Good Reason.  Executive may
terminate his employment  under this  Agreement for Good Reason,  in which event
the  Company  shall  still have the same  obligations  to  Executive  under this
Agreement as provided for in Section 4(b).

                  "Good Reason" shall mean:

                           (a) Without Executive's express written consent,  the
                           assignment  to Executive  of any duties  inconsistent
                           with  his  positions,  duties,  responsibilities  and
                           status with the Company set forth in this  Agreement,
                           or a change in his reporting responsibilities,  title
                           or  offices  set  forth  in  this  Agreement,  or any
                           removal of Executive  from or any failure to re-elect
                           him to any of such  positions,  except in  connection
                           with the termination of his employment;

<PAGE>

                           (b)  A  reduction  in  Executive's   Base  Salary  or
                           material  reduction in benefits or a material  breach
                           of  the  Company's  obligations  undertaken  in  this
                           Agreement  (after the  Company has  received  written
                           notice of such breach and a reasonable opportunity to
                           cure);

                           (c) In the  event of the  occurrence  of a Change  in
                           Control,  upon the  occurrence  thereafter  of one or
                           more of the following events:

                                    (i)  Any  termination  by  the  Company  for
                           convenience of the  employment of Executive  pursuant
                           to Section 3(d) within three (3) years after a Change
                           in Control; or

                                    (ii) The  occurrence of any of the following
                           events  within  three  (3)  years  after a Change  in
                           Control:

                                    (A) Failure to elect or re-elect  Executive,
                           or  removal  of  Executive  , as a  Director  of  the
                           Company (or any successor thereto),

                                    (B) A  significant  adverse  change  in  the
                           nature   or   scope  of  the   authorities,   powers,
                           functions, responsibilities or duties attached to the
                           position  with  the  Company   which   Executive  had
                           immediately  prior  to  the  Change  in  Control,   a
                           reduction in the  aggregate of  Executive's  Base Pay
                           and Incentive  Pay received from the Company,  or the
                           termination  of  Executive's  rights to any Executive
                           Benefits to which he was entitled  immediately  prior
                           to the Change in Control or a  reduction  in scope or
                           value thereof  without the prior  written  consent of
                           Executive,  any of which is not  remedied  within ten
                           (10)  calendar  days after  receipt by the Company of
                           written   notice  from   Executive  of  such  change,
                           reduction or termination, as the case may be;

                                    (C) A  determination  by  Executive  made in
                           good  faith  that as a result of a Change in  Control
                           and   a   change    in    circumstances    thereafter
                           significantly  affecting  his  position,  he has been
                           rendered  substantially  unable to carry out,  or has
                           been  substantially  hindered in the  performance of,
                           any   of   the   authorities,    powers,   functions,
                           responsibilities  or duties  attached to his position
                           immediately  prior to the  Change of  Control,  which
                           situation  is not remedied  within ten (10)  calendar
                           days after  receipt by the Company of written  notice
                           from Executive of such determination; or

                                    (D) The  liquidation,  dissolution,  merger,
                           consolidation  or  reorganization  of the  Company or
                           transfer  of  all  or a  significant  portion  of its
                           business   and/or  assets  unless  the  successor  or
                           successors (by  liquidation,  merger,  consolidation,
                           reorganization  or  otherwise)  to  which  all  or  a
                           significant  portion of its  business  and/or  assets
                           have been  transferred  directly or by  operation  of
                           law) shall have assumed all duties and obligations of
                           the Company under this agreement; or

                           (d) Subsequent to a Change in Control of the Company,
                           the failure by the  Company to obtain the  assumption
                           of the  obligation  to perform the  Agreement  by any
                           successor as contemplated herein or otherwise.

<PAGE>

         Change in  Control.  For  purposes  of this  Agreement,  a  "Change  in
Control"  shall have  occurred  if at any time  during  the term of  Executive's
employment hereunder, any of the following events shall occur:

                  (i) The Company is merged,  or  consolidated,  or  reorganized
         into or with another corporation or other legal person, and as a result
         of such merger,  consolidation or  reorganization  less than 51% of the
         combined  voting  power  of the  then-outstanding  securities  of  such
         corporation or person  immediately  after such  transaction are held in
         the  aggregate  by the  holders  of voting  securities  of the  Company
         immediately prior to such transaction;

                  (ii) Company sells all or  substantially  all of its assets or
         any other  corporation or other legal person and thereafter,  less than
         51%  of the  combined  voting  power  of  the  then-outstanding  voting
         securities  of the  acquiring  or  consolidated  entity are held in the
         aggregate  by  the  holders  of  voting   securities   of  the  Company
         immediately prior to such sale;

                  (iii) There is a report filed after the date of this Agreement
         on Schedule 13D or Schedule 14D-1 (or any successor  schedule,  form or
         report), each as promulgated pursuant to the Securities Exchange Act of
         1934 (the  "Exchange  Act")  disclosing  that any  person  (as the term
         "person"  is  used in  Section  13(d)(3)  or  Section  14(d)(2)  of the
         Exchange Act), other than Bessemer Capital Partners L.P. ("BCP") or any
         person   affiliated   with  BCP  (BCP  and  all  such  persons   being,
         collectively, "Bessemer"), has become the beneficial owner (as the term
         "beneficial owner" is defined under Rule 13d-3 or any successor rule or
         regulation  promulgated  under the Exchange Act)  representing both (a)
         30% or more of the combined voting power of the then-outstanding voting
         securities of the Company and (b) a greater  percentage of the combined
         voting power of the then outstanding  voting  securities of the Company
         held by Bessemer;

                  (iv) The Company shall file a report or proxy  statement  with
         the  Securities  and Exchange  Commission  pursuant to the Exchange Act
         disclosing  in  response  to  item 1 of  Form  8-K  thereunder  (or any
         successor schedule,  form or report or item therein) that the change in
         control of the Company has or may have occurred or will or may occur in
         the future pursuant to any then-existing contract or transaction; or

                  (v) During any period of two  consecutive  years,  individuals
         who at the beginning of any such period constitute the directors of the
         Company cease for any reason to constitute at least a majority  thereof
         unless the election to the  nomination  for  election by the  Company's
         shareholders  of each director of the company first elected during such
         period was approved by a vote of at least  two-thirds  of the directors
         of the Company  then still in office who were  directors of the Company
         at the beginning of such period.


                  4. Payments upon Termination of Term of  Employment. When  the
Term of Employment terminates, Executive  shall  be  entitled to the amounts and
benefits provided in this Section 4 and no others:

                  (a)  Termination by Company for Good Cause or by Executive for
His  Convenience or  Expiration.  If the Term of Employment is terminated by the
Company  for  Good  Cause  pursuant  to  Section  3(b) or by  Executive  for his
convenience  pursuant  to  Section  3(f) or if the  Term of  Employment  expires
pursuant to Section 3(a)(ii), the Company shall:

                  (i) continue to pay or provide to Executive  the  amounts  and
         benefits described in Section 2 until the Termination Date;

<PAGE>

                  (ii) not  later  than the fifth  business  day  following  the
         Termination  Date, pay Executive in cash an amount equal to any accrued
         but unpaid vacation pay;

                  (iii)  as soon as such  amount  can be  computed  and,  in any
         event,  not later than the 60th business day following the  Termination
         Date,  pay  Executive  in cash an amount equal to any earned but unpaid
         compensation  under any incentive  compensation plan in which Executive
         participated during the Term of Employment for all calendar years ended
         during the Term of Employment;

                  (iv) provide any rights or benefits to which Executive  may be
         entitled under COBRA; and

                  (v) provide,  in  accordance  with the terms of any such plan,
         any rights or benefits to which Executive may be entitled under any tax
         qualified or non-tax  qualified welfare or retirement plan of the Stant
         Group, including the Company's Pension Restoration Plan.

                  (b) Termination by Company for Its Convenience or by Executive
for Good Reason.  If the Term of Employment is terminated by the Company for its
convenience pursuant to Section 3(e) or by Executive for Good Reason pursuant to
Section 3(g), the Company shall:

                  (i) continue to pay or provide to Executive  the  amounts  and
         benefits described in Section 2 until the Termination Date;

                  (ii) not  later  than the fifth  business  day  following  the
         Termination  Date, pay Executive in cash an amount equal to any accrued
         and unpaid vacation pay;

                  (iii)  as soon as such  amount  can be  computed  and,  in any
         event,  not later than the 60th business day following the  Termination
         Date,  pay  Executive  in cash an amount equal to any earned but unpaid
         compensation  under any incentive  compensation plan in which Executive
         participated during the Term of Employment for all calendar years ended
         during the Term of Employment;

                  (iv) provide  any rights or benefits to which Executive may be
         entitled under COBRA;

                  (v) provide,  in  accordance  with the terms of any such plan,
         any rights or benefits  to which  Executive  may be entitled  under any
         tax-qualified  or  nontax-qualified  welfare or retirement  plan of the
         Stant Group, including the Company's Pension Restoration Plan; and

                  vi) pay Executive the Base Salary in effect at the Termination
         Date (payable not less  frequently  than monthly) from the  Termination
         Date through the last day of the 24th complete calendar month following
         the  Termination  Date  (the  "Twenty-Four  Month  Benefit  Termination
         Date");  provided,  however,  that the amount payable  pursuant to this
         clause (vi) shall be subject to  dollar-for-dollar  reduction  for base
         salary  earned  from  any  other  employer  (Executive  being  under no
         obligation to mitigate these payments).

<PAGE>

                  (c) Limitation of  Amounts/Benefits.  The amounts and benefits
to be paid or provided to  Executive  pursuant to Section  4(b) (the  "Severance
Benefit") shall be reduced as described below if the Company would, by reason of
Section 280G of the Tax Code,  not be entitled to deduct for federal  income tax
purposes any part of the  Severance  Benefit or any part of any other payment or
benefit  to which  Executive  is  entitled  under any plan or  program.  For the
purposes of this Agreement,  the Company's  independent auditors shall determine
the value of any deferred payments or benefits in accordance with the principles
of Section  280G of the Tax Code,  and tax  counsel  selected  by the  Company's
independent   auditors  and  acceptable  to  the  Company  shall  determine  the
deductibility  of payments  and benefits to which  Executive  is  entitled.  The
Severance  Benefit shall be reduced only to the extent required,  in the opinion
of such tax counsel,  to prevent such  nondeductibility  for Federal  income tax
purposes of any part of the remaining  Severance  Benefit and other payments and
benefits to which  Executive  is entitled.  The Company  shall  determine  which
elements of the Severance  Benefit shall be reduced to conform to the provisions
of this  Section  4(c).  Any  determination  made by the  Company's  independent
auditors or by tax counsel pursuant to this Section 4(c) shall be conclusive and
binding on Executive. Notwithstanding the foregoing, there shall be no reduction
in the Severance Benefit except to the extent that the Company determines (based
upon advice of independent  auditors or tax counsel, and after consultation with
and  concurrence by Executive)  that such reduction shall increase the after-tax
amount of the Severance Benefit to Executive.

                  (d)  Death.   In  the  event  of  termination  of  Executive's
employment by reason of Executive's  death,  and in addition to its  obligations
under any plan or program  offered to  Executive  that  provides for payments or
benefits after his death, the Company shall:

                  (i)  continue to pay the Base  Salary  through the last day of
         the second month following the month in which  Executive's death occurs
         (the "Second Month Benefit Termination Date");

                  (ii) as soon as such amount can be computed and, in any event,
         not later than the 60th business day after the  Termination  Date,  pay
         any  earned but unpaid  incentive  compensation  under any plan for all
         calendar  years  ended  during the Term of  Employment  plus earned but
         unpaid  compensation  under such plan for the year in which Executive's
         death occurs;

                  (iii)  continue  to  provide to the  members of the  immediate
         family of the deceased  Executive medical and dental insurance coverage
         on the same basis that such coverage was provided  immediately prior to
         the Executive's death until the Second Month Benefit  Termination Date;
         and

                  (iv)  provide  any  rights or  benefits  to which  members  of
         Executive's  immediate family may be entitled under COBRA, it being the
         intent  of the  parties  to this  Agreement  that any such  rights  and
         benefits shall relate to the period of time  immediately  subsequent to
         the Second Month Benefit Termination Date.

                  The  payments to be made under this Section 4(d) shall be made
to the person or persons  last  designated  as  recipients  of such  payments by
Executive in written notice filed with the Company or, absent such  designation,
to Executive's estate.

                  (e)  Disability.  In the event of  termination  of Executive's
employment by reason of Disability,  Executive shall be entitled to continuation
of the Base Salary  until the earlier of (i) the date six months  following  the
date Executive became disabled and (ii) the date benefits to Executive  commence
under the  Company's  Long Term  Disability  Plan (or would  have  commenced  if
Executive  had  elected  to  participate  in  such  plan).  In  addition  to the
foregoing,  Executive  shall also  receive  under this Section 4(e) his prorated
annual bonus through the date Disability is determined.

<PAGE>

                  (f) Death During  Separation  Period.  In the event  Executive
dies while  receiving or entitled to any amount or benefit under Section 4(a) or
4(b), all payments thereunder shall immediately cease.

                  (g) No Duty to Seek  Employment.  Executive shall not be under
any duty or  obligation to seek or accept  employment at any time  subsequent to
the Termination Date, and except as specifically provided under Section 4(b), no
such other  employment,  if obtained,  or  compensation  or benefits  payable in
connection therewith, shall reduce any amounts or benefits to which Executive is
entitled hereunder.

                  (h) Notice of New Employment. If Executive commences full time
employment  any  employer  other then a member of the Stant  Group  prior to the
Twenty-Four  Month Benefit  Termination  Date,  then Executive shall provide the
Company with written  notice of such  employment  no later than the first day of
the calendar month immediately  following the date on which Executive  commences
such employment.

                  5. No Other Severance; General  Release  of  the  Stant Group.
In consideration for the amounts and benefits due  Executive  under  Section  4,
and as a condition of receiving any such amounts or benefits, Executive shall:

                  (a) not be entitled to  any  payments  or  benefits  under any
severance policy of general application to executives or salaried  employees  of
the Company; and

                  (b) deliver to the  Company a general  release  (the  "General
Release")  releasing  each  member of the Stant Group and the present and former
directors,  officers, employees and assigns of any such person (collectively the
"Releasees")  from any and all liability  which the Releasees or any one or more
of them  had or have or may in the  future  have  to  Executive  or  Executive's
successors,  heirs,  executors  and  administrators  with respect to any and all
actions,  suits,  contracts,   agreements,   damages  and  claims  of  any  kind
whatsoever,  in law or in equity, including any and all claims arising out of or
relating in any way  whatsoever  to the  employment  of  Executive by any of the
Releasees;  provided,  however,  that the General Releases shall not release the
Company from any of its obligations  under this  Agreement.  The General Release
shall  be in such  different  or other  form as the  Company  in its  reasonable
discretion   shall  consider   necessary  or  appropriate  to  ensure  the  full
enforceability of the General Release under applicable Federal,  state and local
laws.

                  6. Trade Secrets.  Executive recognizes that, by reason of his
employment  hereunder,  he may have  acquired  or shall  in the  future  acquire
confidential information which belongs to or concerns one or more members of the
Stant Group ("Confidential Information").  Accordingly, Executive agrees that he
shall not, directly or indirectly, except to the extent required by law or after
obtaining  the  written  consent  of the  Board,  disclose,  or use  for his own
benefit,  any  Confidential  Information that Executive has learned by reason of
his  association  with  the  Stant  Group  or use any  such  information  to the
detriment  of the  Stant  Group.  For  purposes  of this  Section  6,  the  term
"Confidential  Information" shall include all information not publicly available
relating to the activities,  operations,  finances, products and services of the
Stant Group, including plans, processes,  research,  programs,  ideas, marketing
and sale of product information,  customer information,  costs,  pricing,  trade
secrets and other intellectual property.  Executive shall deliver to the Company
at the  termination of the Term of Employment,  or at any other time the Company
may  request,  all  memoranda,   notes,  plans,  records,   financial  data  and
projections,  reports and other documents (and copies  thereof)  relating to the
business of the Stant Group which he may then possess or have under his control.
The  agreement of  Executive  as set forth in this  Section 6 shall  survive the
termination of this Agreement.

                  7.  Inventions.  (a)   Assignment   of  Inventions.  Executive
will assign and hereby does assign to the Company his entire  right,  title  and
interest  in  the following inventions and developments,  whether  patentable or
unpatentable, which Executive  makes  or  conceives   or  reduces  to  practice,
solely or jointly with others:

<PAGE>

                  (i) inventions and  developments  made or conceived or reduced
         to practice at any time during Executive's  employment by any member of
         the Stant Group,  whether  during working hours or not, which relate in
         any way to products manufactured or business conducted by any member of
         the Stant Group at any time during the period of Executive's employment
         or which in any  other way  relate to any  subject  matter  with  which
         Executive's work for any member of the Stant Group is concerned;

                  (ii) inventions and developments  made or conceived or reduced
         to practice at any time during, before or after Executive's  employment
         by any member of the Stant Group that were made or conceived or reduced
         to practice  with the use of the time,  materials or  facilities of any
         member of the Stant Group; and

                  (iii) inventions and developments made or conceived or reduced
         to practice by  Executive  during the six month  period  following  the
         Termination  Date and that  directly  or  indirectly  result  from work
         initiated,  conducted,  observed  or  contemplated  during  Executive's
         employment by any member of the Stant Group.

                  (b) Disclosure of Inventions. Executive will promptly disclose
in writing to the Company each  invention and  development of the type set forth
in Section 7(a).

                  (c) Assistance.  Both during and after Executive's  employment
by the Stant  Group,  and  without  charge  to the Stant  Group but at the Stant
Group's expense,  Executive shall do all such acts and execute,  acknowledge and
deliver all papers  considered by the Stant Group to be reasonably  necessary or
advisable for  obtaining  patents in the United States and any other country for
inventions  and  developments  of the type  described  in  Section  8(a) and for
vesting or evidencing  title to such  inventions  and  developments  and to such
patents in the Company or its nominee.  Executive shall also give all reasonable
assistance to the Stant Group in any  litigation or  controversy  involving such
inventions;  provided,  however, that should such services be rendered after the
Term of Employment,  reasonable  compensation  shall be paid to Executive upon a
per diem basis.

                  8. Noncompete.  If the Term of Employment is terminated by the
Executive  pursuant to Section 3(e) or by the Company  pursuant to Section 3(b),
for a period of six (6) months after the Termination Date,  Executive shall not:
(i) directly or indirectly engage in any business  substantially  similar to the
business  conducted  by the Stant  Group in any  geographical  area in which the
Stant Group conducts such business; (ii) participate in the sale to any customer
of the Stant Group of products which are substantially  similar to those sold to
such customer by the Stant Group; (iii) have any significant interest,  directly
or indirectly, in any such business; provided, however, that nothing herein will
prevent  Executive  from  owning  in  the  aggregate  not  more  than  5% of the
outstanding stock of any class of a corporation that is publicly traded, so long
as Executive has no participation in the management of such corporation; or (iv)
directly  or  indirectly  solicit or induce any  employee  of the Stant Group to
terminate his or her employment with the Stant Group or otherwise interfere with
such employee's employment relationship with the Stant Group.

                  9. Tax Preparation and Legal Fees.  The Company  shall provide
Executive with tax preparation services annually and shall  reimburse  Executive
his reasonable legal fees for the negotiation and enforcement of this agreement.

                  10. Representations and Warranties.Executive hereby represents
and warrants that he is not prohibited from either entering  into this Agreement
or fully performing any or all of his obligations hereunder.

                  11.  Assignment and Delegation.  Executive may not without the
Company's  written  consent  thereto  assign,  transfer  or convey his rights or
obligations  under this Agreement.  This Agreement and all the Company's  rights
and obligations hereunder may be assigned or transferred by it, in whole but not
in part,  to and shall be binding upon and inure to the benefit of any successor
of the Company,  but such  assignment by the Company shall not relieve it of any
of its obligations  hereunder.  As used herein,  the term "successor" shall mean
any business entity that at any time by merger, consolidation or otherwise shall
have  acquired  all or  substantially  all the  business and assets of the Stant
Group.

<PAGE>

                  12. Amendments.  No alteration, amendment, change  or addition
hereto shall be binding or effective unless the same  is set forth  in a writing
that is signed by each party hereto.

                  13.  Partial  Invalidity.  If the final judgment of a court of
competent jurisdiction  declares,  after the expiration of the time within which
judicial review (if permitted) of such judgment may be perfected,  that any term
or provision  hereof is invalid or  unenforceable,  (a) the remaining  terms and
provisions hereof shall be unimpaired and (b) the invalid or unenforceable  term
or provision  shall be deemed  replaced by a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision.

                  14. Notices. All communications, notices and consents provided
for herein  shall be in writing and be given in person or by means of  facsimile
or other means of wire transmission  (with request for assurance of receipt in a
manner  typical  with  respect  to  communications  of that  type) or by mail or
overnight delivery service,  and shall become effective (i) on delivery if given
to a person,  (ii) on the date of  transmission  if sent by  facsimile  or other
means of wire transmission, or (iii) four business days after being deposited in
the United States mails, with proper postage and documentation,  for first-class
registered or certified mail, prepaid. Notices shall be addressed as follows:

                  (a) if to Executive, to:

                           John P. Reilly
                           644 East Spruce Avenue
                           Lake Forest, Illinois 60045

                           Facsimile number: (847) 234-4239

                  (b) if to the Company, to:

                           Stant Corporation
                           425 Commerce Drive
                           Richmond, Indiana 47374
                           Attention of Anthony W. Graziano, Vice President  and
                                    General Counsel, and Secretary
                           Facsimile number: (317) 962-0314

provided,  however,  that if any party shall have designated a different address
by notice  given in  accordance  with this Section 13 to the other party to this
Agreement, then the last address so designated shall control.

                  15. Waivers. A waiver by  either party of  any breach  of  any
provision of this Agreement shall not be deemed to  constitute  a  waiver of any
preceding  or  subsequent  breach  of the same or any other  provision  of  this
Agreement.

                  16. Governing Law.  All  matters  respecting  this  Agreement,
including  the  validity  thereof,  are  to  be  governed  by, and  interpreted,
construed and enforced in accordance with, the internal (and not conflict)  laws
of the State of Indiana.

<PAGE>

                  17.  Consent  to   Jurisdiction:   Availability  of  Temporary
Restraining  Orders and Injunctions.  Executive hereby expressly and irrevocably
(i) agrees that the  Company may bring any action,  whether at law or in equity,
arising  out of or based upon this  Agreement  in the State of Indiana or in any
Federal court therein,  (ii) consents to personal jurisdiction in any such court
and to accept  service of process in accordance  with the provisions of the laws
of the State of Indiana,  or of the State of Illinois  and (iii)  agrees that in
addition to any other remedy provided at law or in equity,  the Company shall be
entitled to a temporary  restraining  order and both  preliminary  and permanent
injunctions  restraining  Executive  from  violating  any of the  provisions  of
Section 6, 7 or 8.

                  18.  Supersedes  Prior  Agreements:   Entire  Agreement.  This
Agreement  automatically  terminates,  supersedes and replaces any and all other
agreements, promises, understandings and arrangements,  whether written or oral,
express or implied, between Executive and any member of the Stant Group relating
to Executive's  employment or conditions of employment  (except any pre-existing
contractual obligations of Executive concerning confidentiality or assignment of
patents,  inventions,  ideas or intellectual property). This instrument contains
the entire  agreement  between the parties  with  respect to the subject  matter
hereof.  This  Agreement  may not be  changed  orally but only by  agreement  in
writing signed on behalf of the Company by the President.


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this agreement, as
of the date and year first above written.

                                            STANT CORPORATION

                                            By  Ward W. Woods
                                               --------------
                                               Chairman, Board of Directors


                                            EXECUTIVE

                                            John P. Reilly
                                            ----------------- 
                                            John P. Reilly