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                                                                    Exhibit 10.1



                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


                  This Amendment No. 1 made as of the 14th day of February,
2002, to the Amended and Restated Employment Agreement made as of the 1st day of
September, 2001 (the "Agreement"), between Chase Brass & Copper Company, Inc., a
Delaware corporation (the "Company"), and John H. Steadman (the "Executive").

                  WHEREAS, the Executive has been employed by the Company as its
President and Chief Operating Officer;

                  WHEREAS, the Company desires to continue the services of the
Executive, and the Executive desires to continue to provide such services to the
Company, on the terms set forth in the Agreement; and

                  WHEREAS, the provisions of this Amendment were approved by the
Compensation Committee of the Company's Board of Directors on February 6, 2002.

                  NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:

1.       Section 5(a) of the Agreement is amended by deleting the phrase
         "$240,000" and replacing it with the phrase "$280,000."

2.       Section 7(d)(ii) of the Agreement is amended by deleting the phrase
         "one-half (1/2) of."

3.       Section 7(d)(iii) of the Agreement is amended by deleting the phrase
         "six-month" and replacing it with the phrase "one-year."

4.       Section 8(a)(ii) of the Agreement is amended to read in its entirety as
         follows:

                  "(ii) maintain in full force and effect, for the continued
                  benefit of Executive (and, if applicable, Executive's spouse
                  and dependent children) for a two-year period beginning upon
                  the date of termination or resignation, all medical and dental
                  insurance coverages as in effect, from time to time for
                  salaried employees of the Company, and in which such Persons
                  were participating immediately prior to the date of
                  termination or resignation, provided that the continued
                  participation of such Persons is possible under the general
                  terms and provisions of such plans and arrangements; if the
                  participation of any of such Persons in any such plan or
                  arrangement is barred, CSI shall arrange to provide such
                  Persons with insurance coverage substantially similar to those



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                  which such Persons would otherwise have been entitled to
                  receive under such plans and arrangements from which such
                  Persons' continued participation is barred; provided, however,
                  that in either case, to the extent applicable, Executive pays
                  to CSI an amount equal to the premiums, or portion thereof,
                  that Executive was required to pay to maintain such insurance
                  coverage for such Persons prior to the date of termination or
                  resignation; and provided, further, that any insurance
                  coverage provided pursuant hereto shall be limited and reduced
                  to the extent such coverage otherwise is provided by (or
                  available from or under), at no direct out-of-pocket cost to
                  the recipient, any other employer of Executive or Executive's
                  spouse or minor children, or Social Security, medicare,
                  medicaid or any similar or substitute plans available to such
                  Persons; provided, however, that the amount of cash paid
                  pursuant to this SECTION 8 plus the value of any other
                  compensation paid to or deemed received by or attributed to
                  Executive, pursuant to this Agreement or otherwise, as a
                  result of the Change in Control that is subject to the
                  provisions of Section 280G of the Internal Revenue Code of
                  1986, as amended (the "CODE") shall in no event exceed $100
                  less than 3.00 times Executive's Annualized Includable
                  Compensation and the amount of the Company's cash payment to
                  Executive under this SECTION 8 shall be adjusted accordingly
                  to achieve this result. Notwithstanding the provisions of this
                  SECTION 8, nothing contained in this SECTION 8 shall be
                  construed to imply that any payments to the Executive other
                  than pursuant to this SECTION 8 are subject to the provisions
                  of Section 280G of the Code."

5.       Section 8(c) to the Agreement is deleted in its entirety and replaced
         with the following language.

                  "(c) RESIGNATION OTHER THAN FOR GOOD CAUSE. If a Change of
                  Control occurs prior to the expiration of the Term or other
                  termination of this Agreement and during the Protection Period
                  the Executive resigns from the Company other than for Good
                  Reason, then the Company shall, in lieu of the Executive being
                  entitled to the compensation provided in Section 7(d)(ii) or
                  Section 8(a),

                  (i) pay to Executive, in a single lump sum which shall be paid
                  within 30 days after the resignation, a severance payment in
                  an amount equal the sum of (A) the greater of (1) Executive's
                  Base Salary in effect immediately prior to the Change of
                  Control or (2) Executive's Base Salary in effect at the time
                  of resignation, plus (B) the greater of (1) the

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                  bonus, if any, paid or awarded to Executive for the most
                  recent calendar year ended prior to the date of the Change of
                  Control or, if bonuses for such calendar year have not been
                  determined for such calendar year as of the Date of the Change
                  of Control, the bonus for the prior calendar year; or (2) the
                  average of the bonuses paid or awarded to the Executive for
                  the two most recent calendar years ended prior to the date of
                  the Change of Control, or if bonuses for the most recent
                  calendar year have not been determined for such calendar year
                  as of the date of the Change of Control, the average of the
                  bonuses paid or awarded to Executive for the two calendar
                  years immediately preceding the calendar year in which the
                  Change of Control occurs;

                  (ii) maintain in full force and effect, for the continued
                  benefit of Executive (and, if applicable, Executive's spouse
                  and dependent children) for a one-year period beginning upon
                  the date of termination or resignation, all medical and dental
                  insurance coverages as in effect, from time to time for
                  salaried employees of the Company, and in which such Persons
                  were participating immediately prior to the date of
                  termination or resignation, provided that the continued
                  participation of such Persons is possible under the general
                  terms and provisions of such plans and arrangements; if the
                  participation of any of such Persons in any such plan or
                  arrangement is barred, CSI shall arrange to provide such
                  Persons with insurance coverage substantially similar to those
                  which such Persons would otherwise have been entitled to
                  receive under such plans and arrangements from which such
                  Persons' continued participation is barred; provided, however,
                  that in either case, to the extent applicable, Executive pays
                  to CSI an amount equal to the premiums, or portion thereof,
                  that Executive was required to pay to maintain such insurance
                  coverage for such Persons prior to the date of termination or
                  resignation; and provided, further, that any insurance
                  coverage provided pursuant hereto shall be limited and reduced
                  to the extent such coverage otherwise is provided by (or
                  available from or under), at no direct out-of-pocket cost to
                  the recipient, any other employer of Executive or Executive's
                  spouse or minor children, or Social Security, medicare,
                  medicaid or any similar or substitute plans available to such
                  Persons; provided, however, that the amount of cash paid
                  pursuant to this SECTION 8 plus the value of any other
                  compensation paid to or deemed received by or attributed to
                  Executive, pursuant to this Agreement or otherwise, as a
                  result of the Change in Control that is subject to the
                  provisions of Section 280G of the Internal Revenue Code of
                  1986, as amended (the "CODE") shall in no event exceed $100
                  less than 3.00
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                                      -4-

                  times Executive's Annualized Includable Compensation and the
                  amount of the Company's cash payment to Executive under this
                  SECTION 8 shall be adjusted accordingly to achieve this
                  result. Notwithstanding the provisions of this SECTION 8,
                  nothing contained in this SECTION 8 shall be construed to
                  imply that any payments to the Executive other than pursuant
                  to this SECTION 8 are subject to the provisions of Section
                  280G of the Code."

6.       All the other provisions of the Agreement shall remain in force
         unchanged.

7.       Capitalized terms used herein and not otherwise defined have the
         meanings ascribed to them in the Agreement.
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                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in Montpelier, Ohio, in duplicate originals on February 14, 2002.



                                 CHASE BRASS & COPPER COMPANY, INC.





                                 By:
                                     -------------------------------------
                                     Name:
                                     Title:





                                 EXECUTIVE





                                 By:
                                     -------------------------------------
                                     John H. Steadman