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                                                                   Exhibit 10.2

                               SEVERANCE AGREEMENT


     THIS SEVERANCE AGREEMENT (this "Agreement"), dated as of October 25, 1996,
is made and entered into by and between Belden & Blake Corporation, an Ohio
corporation (the "Corporation"), and Max L. Mardick (the "Executive").

                                   WITNESSETH:

     WHEREAS, the Executive is a senior executive or a key employee of the
Company (as defined herein) and has made and is expected to continue to make 
major contributions to the short- and long-term profitability, growth and 
financial strength of the Company;

     WHEREAS, the Company recognizes that, as is the case for most publicly held
companies, the possibility of a Change in Control (as defined below) exists;

     WHEREAS, the Company desires to assure itself of both present and future
continuity of management and desires to establish certain minimum severance
benefits for certain of its senior executives, including the Executive,
applicable in the event of a Change in Control;

     WHEREAS, the Company wishes to ensure that its senior executives are not
practically disabled from discharging their duties in respect of a proposed or
actual transaction involving a Change in Control; and

     WHEREAS, the Company desires to provide additional inducement for the
Executive to continue to remain in the ongoing employ of the Company.

     NOW, THEREFORE, the Company and the Executive agree as follows:

     1. CERTAIN DEFINED TERMS. In addition to terms defined elsewhere herein,
the following terms have the following meanings when used in this Agreement with
initial capital letters:

          (a) "Base Pay" means the Executive's annual base salary at a rate not
     less than the Executive's annual fixed or base compensation as in effect
     for Executive immediately prior to the occurrence of a Change in Control or
     such higher rate as may be determined from time to time by the Board or a
     committee thereof. "Base Pay" shall include any portion of the Executive's
     annual base salary the receipt of which the Executive has elected to defer.

          (b) "Board" means the Board of Directors of the Corporation.


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          (c) "Cause" means that, prior to any termination pursuant to Section
     3(b), the Executive shall have committed:

               (i) an intentional act of fraud, embezzlement or theft in
          connection with his duties or in the course of his employment with the
          Company or any Subsidiary;

               (ii) intentional wrongful damage to property of the Company or
          any Subsidiary;

               (iii) intentional wrongful disclosure of secret processes or
          confidential information of the Company or any Subsidiary; or

               (iv) intentional wrongful engagement in any Competitive Activity;

     and any such act shall have been materially harmful to the Company. For
     purposes of this Agreement, no act or failure to act on the part of the
     Executive shall be deemed "intentional" if it was due primarily to an error
     in judgment or negligence, but shall be deemed "intentional" only if done
     or omitted to be done by the Executive not in good faith and without
     reasonable belief that his action or omission was in the best interest of
     the Company. Notwithstanding the foregoing, the Executive shall not be
     deemed to have been terminated for "Cause" hereunder unless and until there
     shall have been delivered to the Executive a copy of a resolution duly
     adopted by the affirmative vote of not less than three quarters of the
     Board then in office at a meeting of the Board called and held for such
     purpose, after reasonable notice to the Executive and an opportunity for
     the Executive, together with his counsel (if the Executive chooses to have
     counsel present at such meeting), to be heard before the Board, finding
     that, in the good faith opinion of the Board, the Executive had committed
     an act constituting "Cause" as herein defined and specifying the
     particulars thereof in detail. Nothing herein will limit the right of the
     Executive or his beneficiaries to contest the validity or propriety of any
     such determination.

          (d) "Change in Control" means the occurrence during the Term of any of
     the following events:

               (i) The Corporation is merged, consolidated or reorganized into 
          or with another corporation or other legal person, and as a result of
          such merger, consolidation or reorganization less than a majority of
          the combined voting power of the then-outstanding Voting Stock of the
          corporation or person surviving such merger, consolidation or
          reorganization, immediately after such transaction, are beneficially
          held, directly or indirectly, in the aggregate by the
        
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          beneficial holders of Voting Stock of the Corporation immediately 
          prior to such transaction;

               (ii) The Corporation sells or otherwise transfers all or
          substantially all of its assets to another corporation or other legal
          person, and as a result of such sale or transfer less than a majority
          of the combined voting power of the then-outstanding Voting Stock of
          such corporation or person immediately after such sale or transfer is
          held in the aggregate by the holders of Voting Stock of the Company
          immediately prior to such sale or transfer;

               (iii) There is a report filed on Schedule 13D or Schedule 14D-1
          (or any successor schedule, form or report), each as promulgated
          pursuant to 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) 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) of securities representing 25% or
          more of the combined voting power of the then-outstanding Voting Stock
          of the Corporation;

               (iv) The Corporation files a report or proxy statement with the
          Securities and Exchange Commission pursuant to the Exchange Act
          disclosing in response to Form 8-K or Schedule 14A (or any successor
          schedule, form or report or item therein) that a change in control of
          the Corporation has occurred or will occur in the future pursuant to 
          any then-existing contract or transaction; or

               (v) If, during any period of two consecutive years, individuals
          who at the beginning of any such period constitute the Directors of
          the Corporation cease for any reason to constitute at least a majority
          thereof; PROVIDED, HOWEVER, that for purposes of this clause (v) each
          Director who is first elected, or first nominated for election by the
          Company's stockholders, by a vote of at least two-thirds of the
          Directors of the Corporation (or a committee thereof) then still in 
          office who were Directors of the Corporation at the beginning of any
          such period will be deemed to have been a Director of the Corporation
          at the beginning of such period.
        
     Notwithstanding the foregoing provisions of Paragraph (iii) or (iv) of this
     Subsection, unless otherwise determined in a specific case by majority vote
     of the Board, a "Change in Control" shall not be deemed to have occurred
     for purposes of Paragraph (iii) or (iv) of this Subsection solely because
     (A) the Corporation, (B) a Subsidiary, (C) any Company-

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     sponsored employee stock ownership plan or any other employee benefit plan
     of the Company or any Subsidiary, (D) any person or group of which
     employees of the Company or a Subsidiary control a greater than 25%
     interest unless the Board determines that such person or group is making a
     "hostile acquisition", or (E) any person or group of which the Executive is
     an affiliate either files or becomes obligated to file a report or a proxy
     statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
     Schedule 14A (or any successor schedule, form or report or item therein)
     under the Exchange Act disclosing beneficial ownership by it of shares of
     Voting Stock, whether in excess of 25% or otherwise, or because the
     Corporation reports that a change in control of the Corporation has 
     occurred or will occur in the future by reason of such beneficial 
     ownership.

          (e) "Company" means the Corporation and its Subsidiaries.

          (f) "Competitive Activity" means the Executive's participation,
     without the written consent of an officer of the Company, in the management
     of any business enterprise if such enterprise engages in substantial and
     direct competition with the Company and such enterprise's sales of any
     product or service competitive with any product or service of the Company
     amounted to 10% of such enterprise's net sales for its most recently
     completed fiscal year and if the Company's net sales of said product or
     service amounted to 10% of the Company's net sales for its most recently
     completed fiscal year. "Competitive Activity" will not include (i) the mere
     ownership of securities in any such enterprise and the exercise of rights
     appurtenant thereto or (ii) participation in the management of any such
     enterprise other than in connection with the competitive operations of such
     enterprise.

          (g) "Employee Benefits" means the perquisites, benefits and service
     credit for benefits as provided under any and all employee retirement
     income and welfare benefit policies, plans, programs or arrangements in
     which Executive is entitled to participate, including without limitation
     any stock option, stock purchase, stock appreciation, savings, pension,
     supplemental executive retirement, or other retirement income or welfare
     benefit, deferred compensation, incentive compensation, group or other
     life, health, medical/hospital or other insurance (whether funded by actual
     insurance or self-insured by the Company), disability, salary continuation,
     expense reimbursement and other employee benefit policies, plans, programs
     or arrangements that may now exist or any equivalent successor policies,
     plans, programs or arrangements that may be adopted hereafter by the
     Company, providing perquisites, benefits and service credit for benefits at
     least as great

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     in the aggregate as are payable thereunder prior to a Change in Control.

          (h) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

          (i) "Incentive Pay" means an annual amount equal to not less than the
     highest aggregate annual bonus (whether paid in cash or stock and
     regardless of any election to defer actual payment of all or any portion of
     such bonus), incentive or other payments of compensation (including the
     stock portion of the profit-sharing payment contributed by the Company to
     the Belden & Blake Corporation 401(k) Profit Sharing Plan, but not cash or
     stock payments in lieu of distributions of restricted stock which vested in
     any year or stock options), in addition to Base Pay, made or to be made in
     regard to services rendered in any calendar year during the three calendar
     years immediately preceding the year in which the Change in Control
     occurred pursuant to any bonus, incentive, profit-sharing, performance,
     discretionary pay or similar agreement, policy, plan, program or
     arrangement (whether or not funded) of the Company, or any successor
     thereto providing benefits at least as great as the benefits payable
     thereunder prior to a Change in Control.

          (j) "Severance Period" means the period of time commencing on the date
     of the first occurrence of a Change in Control and continuing until the
     earliest of (i) the third anniversary of the occurrence of the Change in
     Control, (ii) the Executive's death, or (iii) the Executive's attainment of
     age 65.

          (k) "Subsidiary" means an entity in which the Corporation directly or
     indirectly beneficially owns 50% or more of the outstanding Voting Stock.

          (l) "Term" means the period commencing as of the date hereof and
     expiring as of the later of (i) the close of business on December 31, 1998,
     or (ii) the expiration of the Severance Period; PROVIDED, HOWEVER, that (A)
     commencing on January 1, 1998 and each January 1 thereafter, the term of
     this Agreement will automatically be extended for an additional year
     unless, not later than September 30 of the immediately preceding year, the
     Company or the Executive shall have given notice that it or the Executive,
     as the case may be, does not wish to have the Term extended and (B) subject
     to the last sentence of Section 9, if, prior to a Change in Control, the
     Executive ceases for any reason to be an employee of the Company and any
     Subsidiary, thereupon without further action the Term shall be deemed to
     have expired and this Agreement will immediately terminate and be of no
     further effect. For purposes of this Subsection, the Executive shall not be
     deemed to have ceased to be an employee of the

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     Company and any Subsidiary by reason of the transfer of Executive's
     employment between the Corporation and any Subsidiary, or among any
     Subsidiaries.

          (m) "Termination Date" means the date on which the Executive's
     employment with the Company is terminated (the effective date of which 
     shall be the date of termination, or such other date that may be 
     specified by the Executive if the termination is pursuant to Section 3(b) 
     or (c)).

          (n) "Voting Stock" means securities entitled to vote generally in the
     election of directors.

          2. OPERATION OF AGREEMENT. This Agreement will be effective and 
binding immediately upon its execution, but, anything in this Agreement to  the
contrary notwithstanding, this Agreement will not be operative unless and until
a Change in Control occurs. Upon the occurrence of a Change in Control at any
time during the Term, without further action, this Agreement shall become
immediately operative.
        
          3. TERMINATION FOLLOWING A CHANGE IN CONTROL. (a) In the event of the
     occurrence of a Change in Control, the Executive's employment may be
     terminated by the Company during the Severance Period and the Executive
     shall be entitled to the benefits provided by Section 4 unless such
     termination is the result of the occurrence of one or more of the
     following events:
        
               (i) The Executive's death;

               (ii) If the Executive becomes permanently disabled within the
          meaning of, and begins actually to receive disability benefits
          pursuant to, the long-term disability plan in effect for, or
          applicable to, Executive immediately prior to the Change in Control;
          or

               (iii) Cause.

     If, during the Severance Period, the Executive's employment is terminated
     by the Company or any Subsidiary other than pursuant to Paragraph (i), (ii)
     or (iii) of this Subsection, the Executive will be entitled to the benefits
     provided by Section 4.

          (b) In the event of the occurrence of a Change in Control, the
     Executive may terminate employment with the Company and any Subsidiary
     during the Severance Period with the right to the benefits as provided in
     Section 4 upon the occurrence of one or more of the following events
     (regardless of whether any other reason, other than Cause as hereinabove
     provided, for such termination exists or has occurred, including without
     limitation other employment):

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               (i) Failure to elect or reelect or otherwise to maintain the
          Executive in the office or the position, or a substantially equivalent
          office or position, of or with the Company and/or a Subsidiary, as the
          case may be, which the Executive held immediately prior to a Change in
          Control, or the removal of the Executive as a Director of the 
          Corporation (or any successor thereto) if the Executive shall have
          been a Director of the Corporation immediately prior to the Change 
          in Control;
        
               (ii) (A) A significant adverse change in the nature or scope of
          the authorities, powers, functions, responsibilities or duties
          attached to the position with the Company and any Subsidiary which the
          Executive held immediately prior to the Change in Control, (B) a
          reduction in the aggregate of the Executive's Base Pay and Incentive
          Pay received from the Company and any Subsidiary, or (C) the
          termination or denial of the Executive's rights to Employee Benefits
          or a reduction in the scope or value thereof, any of which is not
          remedied by the Company within 10 calendar days after receipt by 
          the Corporation of written notice from the Executive of such change,
          reduction or termination, as the case may be;
        
               (iii) The liquidation, dissolution, merger, consolidation 
          or reorganization of the Corporation or transfer of all or
          substantially all of its business and/or assets, unless the successor
          or successors (by liquidation, merger, consolidation, reorganization,
          transfer or otherwise) to which all or substantially all of its
          business and/or assets have been transferred (directly or by
          operation of law) assumed all duties and obligations of the Company
          under this Agreement pursuant to Section 11(a);
        
               (iv) The Company relocates its principal executive offices, or
          requires the Executive to have his principal location of work changed,
          to any location that is in excess of 25 miles from the location
          thereof immediately prior to the Change in Control, or requires the
          Executive to travel away from his office in the course of discharging
          his responsibilities or duties hereunder at least 20% more (in terms
          of aggregate days in any calendar year or in any calendar quarter when
          annualized for purposes of comparison to any prior year) than was
          required of Executive in any of the three full years immediately prior
          to the Change in Control without, in either case, his prior written
          consent; or

               (v) Without limiting the generality or effect of the foregoing,
          any material breach of this Agreement by the Company or any successor
          thereto.

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          (c) Notwithstanding anything contained in this Agreement to the
     contrary, in the event of the occurrence of a Change in Control, commencing
     six months after the Change in Control, the Executive may terminate
     employment with the Company and any Subsidiary for any reason, or without
     reason, with the right to severance compensation as provided in Section
     4(a).

          (d) A termination by the Company pursuant to Subsection (a) of this
     Section or by the Executive pursuant to Subsection (b) or (c) of this
     Section will not affect any rights that the Executive may have pursuant to
     any agreement, policy, plan, program or arrangement of the Company
     providing Employee Benefits, which rights shall be governed by the terms
     thereof.

     4. SEVERANCE COMPENSATION. (a) If, following the occurrence of a Change in
Control, the Company terminates the Executive's employment during the Severance
Period other than pursuant to Section 3(a), or if the Executive terminates his
employment pursuant to Section 3(b) or (c), the Company will pay to the
Executive the following amounts within five business days after the Termination
Date and continue to provide to the Executive the following benefits:

               (i) A lump sum payment in an amount equal to three times the sum
          of (A) Base Pay (at the highest rate in effect for any period prior to
          the Termination Date), plus (B) Incentive Pay (determined in
          accordance with the standards set forth in Section 1(i)).

               (ii) (A) For a period of 36 months following the Termination Date
          (the "Continuation Period"), the Company will arrange to provide the
          Executive with Employee Benefits that are welfare benefits (but not
          stock option, stock purchase, stock appreciation or similar
          compensatory benefits) substantially similar to those that the
          Executive was receiving or entitled to receive immediately prior to
          the Termination Date (or, if greater, immediately prior to the
          reduction, termination, or denial described in Section 3(b)(ii)),
          except that the level of any such Employee Benefits to be provided to
          the Executive may be reduced in the event of a corresponding reduction
          generally applicable to all recipients of or participants in such
          Employee Benefits, and (B) such Continuation Period will be considered
          service with the Company for the purpose of determining service
          credits and benefits due and payable to the Executive under the
          Company's retirement income, supplemental executive retirement and
          other benefit plans of the Company applicable to the Executive, his
          dependents or his beneficiaries immediately prior to the Termination
          Date. In addition, the Company shall provide the Executive, at the
          Executive's election, with either outplacement

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          services by a firm selected by the Executive, at the expense of the
          Company in an amount up to 20% of the Executive's Base Pay, or
          reimbursement of reasonable outplacement expenses actually incurred by
          the Executive, in an amount up to 15% of the Executive's Base Pay. If
          and to the extent that any benefit described in Subparagraph (A) or
          (B) of this Paragraph is not or cannot be paid or provided under any
          policy, plan, program or arrangement of the Company or any Subsidiary,
          as the case may be, then the Company will itself pay or provide for
          the payment to the Executive, his dependents and beneficiaries, of
          such Employee Benefits. Without otherwise limiting the purposes or
          effect of Section 5, Employee Benefits otherwise receivable by the
          Executive pursuant to Subparagraph (A) of this Paragraph will be
          reduced to the extent comparable welfare benefits are actually
          received by the Executive from another employer during the
          Continuation Period following the Executive's Termination Date, and
          any such benefits actually received by the Executive shall be reported
          by the Executive to the Corporation. If the continued health coverage
          under Subparagraph (A) of this Paragraph is provided through
          participation in the Company's group health plan, then following such
          period of continued health care coverage, the Executive will be
          eligible to elect to continue, for himself and his eligible
          dependents, health benefits in accordance with the provisions of the
          Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

          (b) Upon the occurrence of any of the events described in the third
     paragraph of Section 8 of the Company's Stock Option Plan, each stock
     option granted to the Executive under such Plan then outstanding but not
     exercisable shall immediately become and be exercisable in full in
     accordance with the terms of such Plan and the applicable option agreement
     between the Corporation and the Executive.

          (c) Without limiting the rights of the Executive at law or in equity,
     if the Company fails to make any payment or provide any benefit required to
     be made or provided hereunder on a timely basis, the Company will pay
     interest on the amount or value thereof at an annualized rate of interest
     equal to the "prime rate" as quoted from time to time during the relevant
     period in the Northeast Edition of THE WALL STREET JOURNAL. Such interest
     will be payable as it accrues on demand. Any change in such prime rate will
     be effective on and as of the date of such change.

          (d) Notwithstanding any provision of this Agreement to the contrary,
     the parties' respective rights and obligations under this Section and under
     Sections 5 and 7 will survive any termination or expiration of this
     Agreement or the

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     termination of the Executive's employment following a Change in Control for
     any reason whatsoever.

     5. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. (a) Anything in this
Agreement to the contrary notwithstanding, in the event that this Agreement
shall become operative and it shall be determined (as hereafter provided) that
any payment or distribution by the Company or any of its affiliates to or for
the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise pursuant to
or by reason of any other agreement, policy, plan, program or arrangement,
including without limitation any stock option, stock appreciation right or
similar right, or the lapse or termination of any restriction on or the vesting
or exercisability of any of the foregoing (a "Payment"), would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code") (or any successor provision thereto) by reason of being
considered "contingent on a change in ownership or control" of the Corporation,
within the meaning of Section 280G of the Code (or any successor provision
thereto) or to any similar tax imposed by state or local law, or any interest or
penalties with respect to such tax (such tax or taxes, together with any such
interest and penalties, being hereafter collectively referred to as the "Excise
Tax"), then the Executive shall be entitled to receive an additional payment or
payments (collectively, a "Gross-Up Payment"); PROVIDED, HOWEVER, that no
Gross-up Payment shall be made with respect to the Excise Tax, if any,
attributable to (i) any incentive stock option, as defined by Section 422 of the
Code ("ISO") granted prior to the execution of this Agreement, or (ii) any stock
appreciation or similar right, whether or not limited, granted in tandem with
any ISO described in clause (i). The Gross-Up Payment shall be in an amount such
that, after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including any Excise Tax imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payment.

          (b) Subject to the provisions of Subsection (f) of this Section, all
     determinations required to be made under this Section, including whether an
     Excise Tax is payable by the Executive and the amount of such Excise Tax
     and whether a Gross-Up Payment is required to be paid by the Company to the
     Executive and the amount of such Gross-Up Payment, if any, shall be made by
     a nationally recognized accounting firm (the "Accounting Firm") selected by
     the Executive in his sole discretion. The Executive shall direct the
     Accounting Firm to submit its determination and detailed supporting
     calculations to both the Company and the Executive within 30 calendar days
     after the Termination

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     Date, if applicable, and any such other time or times as may be requested
     by the Company or the Executive. If the Accounting Firm determines that any
     Excise Tax is payable by the Executive, the Company shall pay the required
     Gross-Up Payment to the Executive within five business days after receipt
     of such determination and calculations with respect to any Payment to the
     Executive. If the Accounting Firm determines that no Excise Tax is payable
     by the Executive, it shall, at the same time as it makes such
     determination, furnish the Company and the Executive an opinion that the
     Executive has substantial authority not to report any Excise Tax on his
     federal, state or local income or other tax return. As a result of the
     uncertainty in the application of Section 4999 of the Code (or any
     successor provision thereto) and the possibility of similar uncertainty
     regarding applicable state or local tax law at the time of any
     determination by the Accounting Firm hereunder, it is possible that
     Gross-Up Payments which will not have been made by the Company should have
     been made (an "Underpayment"), consistent with the calculations required to
     be made hereunder. In the event that the Company exhausts or fails to
     pursue its remedies pursuant to Subsection (f) of this Section and the
     Executive thereafter is required to make a payment of any Excise Tax, the
     Executive shall direct the Accounting Firm to determine the amount of the
     Underpayment that has occurred and to submit its determination and detailed
     supporting calculations to both the Company and the Executive as promptly
     as possible. Any such Underpayment shall be promptly paid by the Company
     to, or for the benefit of, the Executive within five business days after
     receipt of such determination and calculations.

          (c) The Company and the Executive shall each provide the Accounting
     Firm access to and copies of any books, records and documents in the
     possession of the Company or the Executive, as the case may be, reasonably
     requested by the Accounting Firm, and otherwise cooperate with the
     Accounting Firm in connection with the preparation and issuance of the
     determinations and calculations contemplated by Subsection (b) of this
     Section. Any determination by the Accounting Firm as to the amount of the
     Gross-Up Payment shall be binding upon the Company and the Executive.

          (d) The federal, state and local income or other tax returns filed by
     the Executive shall be prepared and filed on a consistent basis with the
     determination of the Accounting Firm with respect to the Excise Tax payable
     by the Executive. The Executive shall make proper payment of the amount of
     any Excise Payment, and at the request of the Company, provide to the
     Company true and correct copies (with any amendments) of his federal income
     tax return as filed with the Internal Revenue Service and corresponding
     state and local tax returns, if relevant, as filed with the

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     applicable taxing authority, and such other documents reasonably requested
     by the Company, evidencing such payment. If prior to the filing of the
     Executive's federal income tax return, or corresponding state or local tax
     return, if relevant, the Accounting Firm determines that the amount of the
     Gross-Up Payment should be reduced, the Executive shall within five
     business days pay to the Company the amount of such reduction.

          (e) The fees and expenses of the Accounting Firm for its services in
     connection with the determinations and calculations contemplated by
     Subsection (b) of this Section shall be borne by the Company. If such fees
     and expenses are initially paid by the Executive, the Company shall
     reimburse the Executive the full amount of such fees and expenses within
     five business days after receipt from the Executive of a statement therefor
     and reasonable evidence of his payment thereof.

          (f) The Executive shall notify the Company in writing of any claim by
     the Internal Revenue Service or any other taxing authority that, if
     successful, would require the payment by the Company of a Gross-Up Payment.
     Such notification shall be given as promptly as practicable but no later
     than 10 business days after the Executive actually receives notice of such
     claim and the Executive shall further apprise the Company of the nature of
     such claim and the date on which such claim is requested to be paid (in
     each case, to the extent known by the Executive). The Executive shall not
     pay such claim prior to the earlier of (i) the expiration of the
     30-calendar-day period following the date on which he gives such notice to
     the Company and (ii) the date that any payment of amount with respect to
     such claim is due. If the Company notifies the Executive in writing prior
     to the expiration of such period that it desires to contest such claim, the
     Executive shall:

               (i) provide the Company with any written records or documents in
          his possession relating to such claim reasonably requested by the
          Company;

               (ii) take such action in connection with contesting such claim as
          the Company shall reasonably request in writing from time to time,
          including without limitation accepting legal representation with
          respect to such claim by an attorney competent in respect of the
          subject matter and reasonably selected by the Company;

               (iii) cooperate with the Company in good faith in order
          effectively to contest such claim; and

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               (iv) permit the Company to participate in any proceedings
          relating to such claim;

     PROVIDED, HOWEVER, that the Company shall bear and pay directly all costs
     and expenses (including interest and penalties) incurred in connection with
     such contest and shall indemnify and hold harmless the Executive, on an
     after-tax basis, for and against any Excise Tax or income tax, including
     interest and penalties with respect thereto, imposed as a result of such
     representation and payment of costs and expenses. Without limiting the
     foregoing provisions of this Subsection, the Company shall control all
     proceedings taken in connection with the contest of any claim contemplated
     by this Subsection and, at its sole option, may pursue or forego any and
     all administrative appeals, proceedings, hearings and conferences with the
     taxing authority in respect of such claim (provided, however, that the
     Executive may participate therein at his own cost and expense) and may, at
     its option, either direct the Executive to pay the tax claimed and sue for
     a refund or contest the claim in any permissible manner, and the Executive
     agrees to prosecute such contest to a determination before any
     administrative tribunal, in a court of initial jurisdiction and in one or
     more appellate courts, as the Company shall determine; PROVIDED, HOWEVER,
     that if the Company directs the Executive to pay the tax claimed and sue
     for a refund, the Company shall advance the amount of such payment to the
     Executive on an interest-free basis and shall indemnify and hold the
     Executive harmless, on an after-tax basis, from any Excise Tax or income or
     other tax, including interest or penalties with respect thereto, imposed
     with respect to such advance; and PROVIDED FURTHER, HOWEVER, that any
     extension of the statute of limitations relating to payment of taxes for
     the taxable year of the Executive with respect to which the contested
     amount is claimed to be due is limited solely to such contested amount.
     Furthermore, the Company's control of any such contested claim shall be
     limited to issues with respect to which a Gross-Up Payment would be payable
     hereunder and the Executive shall be entitled to settle or contest, as the
     case may be, any other issue raised by the Internal Revenue Service or any
     other taxing authority.

          (g) If, after the receipt by the Executive of an amount advanced by
     the Company pursuant to Subsection (f) of this Section, the Executive
     receives any refund with respect to such claim, the Executive shall
     (subject to the Company's complying with the requirements of Subsection (f)
     of this Section) promptly pay to the Company the amount of such refund
     (together with any interest paid or credited thereon after any taxes
     applicable thereto). If, after the receipt by the Executive of an amount
     advanced by the Company pursuant to Subsection (f) of this Section, a
     determination is made that the Executive shall not be entitled to any

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<PAGE>   14

     refund with respect to such claim and the Company does not notify the
     Executive in writing of its intent to contest such denial or refund prior
     to the expiration of 30 calendar days after such determination, then such
     advance shall be forgiven and shall not be required to be repaid and the
     amount of any such advance shall offset, to the extent thereof, the amount
     of Gross-Up Payment required to be paid by the Company to the Executive
     pursuant to this Section.

          6.   NO MITIGATION OBLIGATION. The Company hereby acknowledges that 
it will be difficult and may be impossible for the Executive to find reasonably
comparable employment following the Termination Date and that the
non-competition covenant contained in Section 8 will further limit the
employment opportunities for the Executive. In addition, the Company
acknowledges that its severance pay plans applicable in general to its salaried
employees do not provide for mitigation, offset or reduction of any severance
payment received thereunder. Accordingly, the payment of the severance
compensation by the Company to the Executive in accordance with the terms of
this Agreement is hereby acknowledged by the Company to be reasonable, and the
Executive will not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise, nor will any
profits, income, earnings or other benefits from any source whatsoever create
any mitigation, offset, reduction or any other obligation on the part of the
Executive hereunder or otherwise, except as expressly provided in the last
sentence of Section 4(a)(ii).
        
          7.   LEGAL FEES AND EXPENSES. (a) It is the intent of the 
     Company that the Executive not be required to incur legal fees and the
     related expenses associated with the interpretation, enforcement or
     defense of Executive's rights under this Agreement by litigation or
     otherwise because the cost and expense thereof would substantially detract
     from the benefits intended to be extended to the Executive hereunder.
     Accordingly, if it should appear to the Executive that the Company has
     failed to comply with any of its obligations under this Agreement or in
     the event that the Company or any other person takes or threatens to take
     any action to declare this Agreement void or unenforceable, or institutes
     any litigation or other action or proceeding designed to deny, or to
     recover from, the Executive the benefits provided or intended to be
     provided to the Executive hereunder, the Company irrevocably authorizes
     the Executive from time to time to retain counsel of Executive's choice,
     at the expense of the Company as hereafter provided, to advise and
     represent the Executive in connection with any such interpretation,
     enforcement or defense, including without limitation the initiation or
     defense of any litigation or other legal action, whether by or against the
     Company or any Director, officer, stockholder or other person affiliated
     with the Company, in any jurisdiction. Notwithstanding any existing or
     prior attorney-client relationship between the Company and such counsel,
     the Company irrevocably consents to the Executive's entering into an
     attorney-client
        
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<PAGE>   15

relationship with such counsel, and in that connection the Company and the
Executive agree that a confidential relationship shall exist between the
Executive and such counsel. Without respect to whether the Executive prevails,
in whole or in part, in connection with any of the foregoing, the Company will
pay and be solely financially responsible for any and all attorneys' and related
fees and expenses incurred by the Executive in connection with any of the
foregoing.

          (b) Without limiting the obligations of the Company pursuant to
     Subsection (a) of this Section, in the event a Change in Control occurs,
     the performance of the Company's obligations under this Section shall be
     secured by amounts deposited or to be deposited in trust pursuant to
     certain trust agreements to which the Corporation shall be a party, which
     amounts deposited shall in the aggregate be not less than $250,000,
     providing that the fees and expenses of counsel selected from time to time
     by the Executive pursuant to Subsection (a) of this Section shall be paid,
     or reimbursed to the Executive if paid by the Executive, either in
     accordance with the terms of such trust agreements, or, if not so provided,
     on a regular, periodic basis upon presentation by the Executive to the
     trustee of a statement or statements prepared by such counsel in accordance
     with its customary practices. Any failure by the Company to satisfy any of
     its obligations under this Subsection shall not limit the rights of the
     Executive hereunder. Subject to the foregoing, the Executive shall have the
     status of a general unsecured creditor of the Company and shall have no
     right to, or security interest in, any assets of the Company or any
     Subsidiary.

     8. COMPETITIVE ACTIVITY; CONFIDENTIAL INFORMATION. (a) During a period
ending one year following the Termination Date, if the Executive shall have
received or shall be receiving benefits under Section 4, and, if applicable,
Section 5, the Executive shall not, without the prior written consent of the
Company, which consent shall not be unreasonably withheld, engage in any
Competitive Activity.

          (b)(i) The Executive acknowledges and agrees that in the performance
     of his duties as an officer and employee of the Company, he was and may be
     brought into frequent contact with, had or may have had access to, and/or
     became or may become informed of confidential and proprietary information
     of the Company and/or information which is a trade secret of the Company
     (collectively, "Confidential Information"), as more fully described in
     Paragraph (ii) of this Subsection. The Executive acknowledges and agrees
     that the

                                       15

<PAGE>   16

     Confidential Information of the Company gained by the Executive during his
     association with the Company was or will be developed by and/or for the
     Company through substantial expenditure of time, effort and money and
     constitutes valuable and unique property of the Company.

          (ii) The Executive will keep in strict confidence, and will not,
     directly or indirectly, at any time, disclose, furnish, disseminate, make
     available, use or suffer to be used in any manner any Confidential
     Information of the Company without limitation as to when or how the
     Executive may have acquired such Confidential Information. The Executive
     specifically acknowledges that Confidential Information includes any and
     all information, whether reduced to writing (or in a form from which
     information can be obtained, translated, or derived into reasonably usable
     form), or maintained in the mind or memory of the Executive and whether
     compiled or created by the Company, which derives independent economic
     value from not being readily known to or ascertainable by proper means by
     others who can obtain economic value from the disclosure or use of such
     information, that reasonable efforts have been put forth by the Company to
     maintain the secrecy of Confidential Information, that such Confidential
     Information is and will remain the sole property of the Company, and that
     any retention or use by the Executive of Confidential Information after the
     termination of the Executive's employment with and services for the Company
     shall constitute a misappropriation of the Company's Confidential
     Information.

          (iii) The Executive further agrees that he shall return, within ten
     (10) days of the effective date of his termination as an employee of the
     Company, in good condition, all property of the Company then in his
     possession, including, without limitation, (A) property, documents and/or
     all other materials (including copies, reproductions, summaries and/or
     analyses) which constitute, refer or relate to Confidential Information of
     the Company, (B) keys to Company property, (C) files and (D) blueprints or
     other drawings.

          (iv) The Executive further acknowledges and agrees that his obligation
     of confidentiality shall survive, regardless of any other breach of this
     Agreement or any other agreement, by any party hereto, until and unless
     such Confidential Information of the Company shall have become, through no
     fault of the Executive, generally known to the public or the Executive is
     required by law (after providing the Company with notice and

                                       16

<PAGE>   17

     opportunity to contest such requirement) to make disclosure. The
     Executive's obligations under this Subsection are in addition to, and not
     in limitation or preemption of, all other obligations of confidentiality
     which the Executive may have to the Company under general legal or
     equitable principles or statutes.

          9. EMPLOYMENT RIGHTS. Nothing expressed or implied in this Agreement 
will create any right or duty on the part of the Company or the Executive to
have the Executive remain in the employment of the Company or any Subsidiary
prior to or following any Change in Control. Any termination of employment of
the Executive or the removal of the Executive from the office or position in
the Company or any Subsidiary prior to a Change in Control but following the
commencement of any discussion with any third person that ultimately results in
a Change in Control shall be deemed to be a termination or removal of the
Executive after a Change in Control for purposes of this Agreement.
        
         10. WITHHOLDING OF TAXES. The Company may withhold from any amounts 
payable under this Agreement all federal, state, city or other taxes as the
Company is required to withhold pursuant to any law or government regulation or
ruling.
        
         11. SUCCESSORS AND BINDING AGREEMENT. (a) The Company will require any
     successor (whether direct or indirect, by purchase, merger, consolidation,
     reorganization or otherwise) to all or substantially all of the business
     or assets of the Company, by agreement in form and substance satisfactory
     to the Executive, expressly to assume and agree to perform this Agreement
     in the same manner and to the same extent the Company would be required to
     perform if no such succession had taken place. This Agreement will be
     binding upon and inure to the benefit of the Company and any successor to
     the Company, including without limitation any persons acquiring directly
     or indirectly all or substantially all of the business or assets of the
     Company whether by purchase, merger, consolidation, reorganization or
     otherwise (and such successor shall thereafter be deemed the "Company" for
     the purposes of this Agreement), but will not otherwise be assignable,
     transferable or delegable by the Company.
        
          (b) This Agreement will inure to the benefit of and be enforceable by
     the Executive's personal or legal representatives, executors,
     administrators, successors, heirs, distributees and legatees.

          (c) This Agreement is personal in nature and neither of the parties
     hereto shall, without the consent of the other, assign, transfer or
     delegate this Agreement or any rights or obligations hereunder except as
     expressly provided in Subsections (a) and (b) of this Section. Without
     limiting the generality or effect of the foregoing, the

                                       17

<PAGE>   18

     Executive's right to receive payments hereunder will not be assignable,
     transferable or delegable, whether by pledge, creation of a security
     interest, or otherwise, other than by a transfer by Executive's will or by
     the laws of descent and distribution and, in the event of any attempted
     assignment or transfer contrary to this Subsection, the Company shall have
     no liability to pay any amount so attempted to be assigned, transferred or
     delegated.

     12. NOTICES. For all purposes of this Agreement, all communications,
including without limitation notices, consents, requests or approvals, required
or permitted to be given hereunder will be in writing and will be deemed to have
been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or five business days
after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid, or three business days after having been
sent by a nationally recognized overnight courier service such as Federal
Express or UPS, addressed to the Corporation (to the attention of the Secretary 
of the Corporation) at its principal executive office and to the Executive at
his principal residence, or to such other address as any party may have
furnished to the other in writing and in accordance herewith, except that
notices of changes of address shall be effective only upon receipt.
        
     13. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement will be governed by and construed in accordance
with the substantive laws of the State of Ohio, without giving effect to the
principles of conflict of laws of such State.

     14. VALIDITY. If any provision of this Agreement or the application of any
provision hereof to any person or circumstances is held invalid, unenforceable
or otherwise illegal, the remainder of this Agreement and the application of
such provision to any other person or circumstances will not be affected, and
the provision so held to be invalid, unenforceable or otherwise illegal will be
reformed to the extent (and only to the extent) necessary to make it
enforceable, valid or legal.

     15. MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Executive and the Corporation. No waiver by either party
hereto at any time of any breach by the other party hereto or compliance with
any condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. This Agreement supersedes and
completely replaces any prior severance or employment agreement previously
applicable to the Executive. No agreements or representations, oral or
otherwise, expressed or implied with respect to the subject matter hereof have
been made by either party which are

                                       18

<PAGE>   19

not set forth expressly in this Agreement. References to Sections are to
references to Sections of this Agreement.

     16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

                                        BELDEN & BLAKE CORPORATION



                                        By: /s/ H. S. Belden
                                           ------------------------------

                                        Title: Chief Executive Officer
                                              ---------------------------

                                        /s/ M. L. Mardick
                                        ---------------------------------
                                            Max L. Mardick



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