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                                                                    EXHIBIT 10.2


                                 FIRST AMENDMENT
                   TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN
             CHASE BRASS & COPPER COMPANY, INC. AND JOHN H. STEADMAN
                     DATED EFFECTIVE AS OF OCTOBER 12, 1999


         THIS FIRST AMENDMENT (the "First Amendment") to the Employment
Agreement by and between Chase Brass & Copper Company, Inc., and John H.
Steadman, dated effective as of October 12, 1999 (the "Employment Agreement"),
is entered into, effective as of February 15, 2001, by and between Chase Brass &
Copper Company, Inc., a Delaware corporation (the "Company"), and John H.
Steadman (the "Executive").


                                    RECITALS

         WHEREAS, the Company and the Executive desire to change the date upon
which the Employment Agreement may be automatically renewed;

         WHEREAS, the Company and the Executive desire to modify the definition
of "Acquiring Person" contained in Section 9(e)(i) of the Employment Agreement;
and

         WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Employment Agreement.

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:

         1. Section 1 of the Employment Agreement hereby is amended and restated
in its entirety to read as follows:

                  1.  Employment. The Company shall employ Executive as the
                      Company's President and Chief Operating Officer for the
                      period commencing on October 12, 2000, and expiring on
                      December 31, 2001 (the "Term"), unless sooner terminated
                      as hereinafter set forth, and Executive hereby accepts
                      such employment, on the terms and conditions set forth
                      herein, provided, however, that commencing on December 31,
                      2001, and each anniversary thereafter, the Term of this
                      Agreement shall be extended for one additional year unless
                      at least sixty days prior to any such date the Company or
                      Executive shall have given written notice that it or he,
                      as applicable, does not wish to extend this Agreement.
                      Notwithstanding the expiration of the Term or other
                      termination of this Agreement, (i) if Executive's
                      employment is terminated prior to the expiration of the
                      Term or other termination of this Agreement, the
                      provisions of Section 3 of this Agreement shall survive
                      and continue to apply to Executive in accordance with the
                      terms of Section 3, but only until the first anniversary
                      of the termination of Executive's employment, (ii)
                      Sections 4, 12 and 13 of this
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                      Agreement shall survive any expiration or termination of
                      this Agreement, and (iii) if a Change of Control shall
                      occur within one year prior to the expiration of the Term
                      or other termination of this Agreement, the terms of this
                      Agreement shall survive to the extent necessary to enable
                      Executive to enforce his rights under Section 8 of this
                      Agreement.

         2. Section 9(e) of the Employment Agreement hereby is amended and
restated in its entirety to read:

                  (e) Certain Definitions.

                           (i) Acquiring Person: shall mean any individual,
         group, partnership, corporation, association, trust, or other entity or
         organization (a "Person") other than (A) Executive or any Executive
         Affiliate or (B) CSI, any of CSI's Subsidiaries, any employee benefit
         plan of CSI or of a Subsidiary of CSI or of a corporation owned
         directly or indirectly by the stockholders of CSI in substantially the
         same proportions as their ownership of stock in CSI, or any trustee or
         other fiduciary holding securities under an employee benefit plan of
         CSI or of a Subsidiary of CSI or of a corporation owned directly or
         indirectly by the stockholders of CSI in substantially the same
         proportions as their ownership of stock of CSI.

                           (ii) Change in Control: shall be deemed to have
         occurred if:

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

                                    (2) a public announcement is made of a
         tender or exchange offer by any Acquiring Person for fifty percent or
         more of the outstanding Voting Securities of CSI or the Company, and
         the Board of Directors of CSI or the Company, respectively, approves or
         fails to oppose that tender or exchange offer in its statements in
         Schedule 14D-9 under the Exchange Act; provided, however, that the
         benefits payable to Executive under Section 8 hereof shall not be
         payable solely as a result of an event described in this clause (2)
         unless, within one year after the occurrence of such event, an event
         described in clauses (1), (3) or (4) of this Section 9(e)(ii) shall
         have occurred, in which case such benefits payable under Section 8
         hereof shall be payable within fifteen days after the occurrence of
         such event; or

                                    (3) the stockholders of CSI or the Company
         approve a merger or consolidation of CSI or the Company, respectively,
         with any other corporation or partnership (or, if no such approval is
         required, the consummation of such a merger or consolidation of CSI or
         the Company), other than a Conversion Transaction. A "Conversion
         Transaction" shall mean a merger or consolidation that would result in
         the Voting Securities of CSI or the Company, as applicable, outstanding
         immediately prior to the consummation thereof continuing to represent
         (either by remaining outstanding or by


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         being converted into Voting Securities of the surviving entity or of a
         parent of the surviving entity) a majority of the combined voting power
         of the Voting Securities and Convertible Voting Securities (on a
         fully-diluted basis assuming full conversion thereof) of the surviving
         entity (or its parent) outstanding immediately after that merger or
         consolidation provided that if any Acquiring Person owns less than
         fifty percent of the Voting Securities of CSI or the Company, as
         applicable, outstanding immediately prior to such merger or
         consolidation; and immediately after such merger or consolidation owns
         fifty percent or more of the outstanding Voting Securities of the
         surviving entity (or its parent) outstanding immediately after that
         merger consolidation, then such merger of consolidation shall not be
         deemed a "Conversion Transaction"; or

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

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

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

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

                           (iv) Incumbent Board: individuals who, as of the date
         hereof, constitute the Board and any other individual who becomes a
         director of the Company after that date and whose election or
         appointment by the Board or nomination for election by the Company's
         stockholders was approved by a vote


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         of at least a majority of the directors then comprising the Incumbent
         Board; provided that, for purposes of this Agreement, the Incumbent
         Board shall not include the CVC Directors.

                           (v) Subsidiary: with respect to any Person, any
         corporation or other entity of which a majority of the voting power of
         the voting equity securities or equity interest is owned, directly or
         indirectly, by that Person.

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

         3. Except as modified by this First Amendment, the Employment Agreement
shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date set forth below, to be effective as of the first date written above.

                                 THE COMPANY:
                                 CHASE BRASS & COPPER COMPANY, INC.


                                 By:   /s/ MARTIN V. ALONZO
                                    -------------------------------------------

                                 Title:  Chairman of the Board
                                       ----------------------------------------

                                 Date:   3-9-01
                                      -----------------------------------------

                                 EXECUTIVE:


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

                                 Date:   3/29/01
                                      -----------------------------------------





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