<PAGE>
 
                                                                   Exhibit 10.21

                    [LOGO OF CARBIDE/GRAPHITE GROUP, INC.]

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To:                                     From:
      W. E. Damian                              W. B. Fowler

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                                                            Date  April 25, 1997
                                                                ----------------

SUBJECT:  TERMINATION, CONFIDENTIALITY &
          NON-COMPETITION AGREEMENT


                            PERSONAL & CONFIDENTIAL
                            =======================

          This letter confirms that in the event you are terminated from the
          Company for a reason other than cause (as defined in the attached
          Schedule A) that you will be granted one year of severance pay and one
          year of medical coverage provided by the Company and in effect at the
          time of termination.

          This letter supersedes the letter termination agreement signed by N.
          T. Kaiser dated 2/1/95 (copy attached). In addition, we request that
          you sign the attached Confidentiality and Non-Competition Agreement
          included as Schedule B. This agreement is an important protection for
          the Company and is referred to in the definition of "Cause" relating
          to the termination agreement.

          If you are in agreement with the termination provisions, please sign
          below. Also, please sign the Confidentiality and Non-Competition
          Agreement separately at the bottom of Schedule B.


                                                            /s/ Walter B. Fowler
WBF:nlf                                                     Walter B. Fowler
Attachments

     /s/ WALTER E. DAMIAN
------------------------------
       Walter E. Damian

Date:   April 25, 1997
     -------------------------
<PAGE>
 
                                  SCHEDULE A

                                     CAUSE

For purpose of this Agreement, "Cause" shall mean (i) the willful and continued 
failure by the Executive to perform substantially his duties to the Corporation 
or its subsidiaries (other than any such failure resulting from his disability) 
within a reasonable period of time after a written demand for substantial 
performance is delivered to the Executive by the Chairman, which demand 
specifically identifies the manner in which the Chairman believes that the 
Executive has not substantially performed his duties, (ii) embezzlement or theft
from the Corporation or any subsidiary or affiliate by the Executive or the 
commission or perpetration by the Executive of any act involving moral 
turpitude, or (iii) any material and willful violation by the Executive of his 
obligations under the Confidentiality and Non-Competition Agreement (Schedule B 
attached).


                                      - 1 -
<PAGE>
 
                                  SCHEDULE B

                 CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

     (a) For a three-year period commencing on the date on which the Executive's
employment with the Corporation, or any of its affiliates, terminates for 
whatever reason (the "Date of Termination"), (i) the Executive shall hold in a 
fiduciary capacity for the benefit of the Corporation all secret or confidential
information, knowledge or data relating to the Corporation or its affiliates, 
and their respective businesses which shall not be public knowledge (other than 
information which becomes public as a result of acts of the Executive or his 
representatives in violation of this Agreement), including without limitation, 
customer lists, bids, proposals, contracts, matters subject to litigation, 
technology or financial information of the Corporation or its subsidiaries and 
other know-how, and (ii) the Executive shall not, without the prior written 
consent of the Corporation, communicate or divulge any such information, 
knowledge or data to anyone other than the Corporation and those designated by 
it in writing.

     (b) For a three-year period commencing on the Date of Termination, the 
Executive will not, directly or indirectly, (i) own, manage, operate, control or
participate in the ownership, management or control of, or be connected as an 
officer, employee, partner, director, or consultant or otherwise, with, or have 
any financial interest in (except for (A) ownership as of the date hereof, (B) 
any ownership in the common stock of the Corporation, or (C) any ownership of 
less than 5% of the outstanding equity interest in any entity)


                                     - 1 -
<PAGE>
 
                              SCHEDULE B (Cont'd)

                 CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

(I) the manufacture or marketing of graphite electrodes, (II) the manufacture or
marketing of specialty carbon and graphite products, (III) the manufacture or 
marketing of needle coke, or (IV) the manufacture or marketing of calcium 
carbide and its direct derivatives, in each case, in any market in which the 
Corporation or its affiliates conducts or solicits business or (ii) solicit or 
contact any employee of the Corporation or its affiliates with a view to 
inducing or encouraging such employee to leave the employ of the Corporation or 
its affiliates with a view to inducing or encouraging such employee to leave the
employ of the Corporation or its affiliates for the purpose of being employed by
the Executive, an employer affiliated with the Executive, or any competitor of 
the Corporation or any affiliate thereof.

     (c) The Executive acknowledges that the provisions of this Schedule B are 
reasonable and necessary for the protection of the Corporation and that the 
Corporation will be irrevocably damaged if such provisions are not specifically
enforced. Accordingly, the Executive agrees that, in addition to any other 
relief to which the Corporation may be entitled in the form of actual or 
punitive damages, the Corporation shall be entitled to seek and obtain 
injunctive relief from a court of competent jurisdiction (without the posting of
a bond therefor) for the purposes of restraining the Executive from any actual 
or threatened breach of such provisions.

/s/ Walter E. Damian
------------------------------
    Walter E. Damian


Date:  April 25, 1997
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<PAGE>
 
                    [LOGO OF CARBIDE/GRAPHITE GROUP, INC.]

================================================================================
To:                                     From:
      W. E. Damian                              N. T. Kaiser

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                                                          Date  February 1, 1995
                                                              ------------------

SUBJECT:  TERMINATION


          It was agreed in a meeting with Mr. Paul Balser on January 23, 1995,
          that in the event you are terminated from the Company for a reason
          other than cause (as defined in the attached Schedule A) that you will
          be granted one year of severance pay plus medical coverage provided by
          the Company and in effect at the time of termination.

          If you are in agreement, please sign below and return one copy to me.



                                                         /s/ N. T. Kaiser
                                                            N. T. Kaiser
NTK:nlf                                                     
Attachment

     /s/ Walter E. Damian
------------------------------
       Walter E. Damian

Date:        2/1/95
     -------------------------

<PAGE>
 
                                  Schedule A
                                  ----------

     Cause.  The Corporation shall have the right to terminate the Executive's 
employment for "Cause." For purposes of this Agreement, "Cause" shall mean (i) 
the willful and continued failure by the Executive to perform substantially his 
duties to the Corporation or its subsidiaries (other than any such failure 
resulting from his Disability) within a reasonable period of time after a 
written demand for substantial performance is delivered to the Executive by the 
Board of Directors, which demand specifically identifies the manner in which the
Board of Directors believes that the Executive has not substantially performed 
his duties, (ii) the willful misconduct by the Executive in the performance of 
his duties to the Corporation or its subsidiaries (including, without 
limitation, the conviction by a court of competent jurisdiction of the Executive
of any offense, regardless of classification, related to the Executive's duties 
and responsibilities to the Corporation or its subsidiaries), (iii) the grossly 
negligent performance by the Executive of his duties to the Corporation or its 
subsidiaries if such grossly negligent performance is determined by the Board of
Directors to have had or to be reasonably likely to have a material adverse 
effect on the business, assets, prospects or financial condition of the 
Corporation or the subsidiary employing the Executive, (iv) the conviction of 
the Executive by a court of competent jurisdiction of a felony.