AMENDMENT NO. 1 TO LIFO RESTRUCTURING AGREEMENT

         This Amendment No. 1 to LIFO  Restructuring  Agreement (this
"Amendment") is made as of October 31, 2002, by and among:

         (a)      AMCAST INDUSTRIAL CORPORATION, an Ohio corporation
                 ("Borrower");

         (b)      the   Guarantors,   as   defined   in  the   LIFO
                  Restructuring   Agreement   (as   hereinafter defined)
                  (together with Borrower, collectively, the "Credit Parties");

         (c)      the lending institutions parties hereto (the "LIFO Banks");
                  and

         (d)      KEYBANK  NATIONAL  ASSOCIATION,  as agent  for the LIFO  Banks
                  ("LIFO Agent" and together with the LIFO Banks,  collectively,
                  the "LIFO Lenders").

                                    RECITALS:

         A. The Credit Parties,  the Guarantors and the LIFO Lenders are parties
to the LIFO Restructuring Agreement,  dated as of July 15, 2002 (as the same may
from  time to  time be  amended,  restated  or  otherwise  modified,  the  "LIFO
Restructuring Agreement").

         B. The Credit  Parties,  the  Guarantors and the LIFO Lenders desire to
amend the LIFO Restructuring  Agreement to modify certain provisions thereof and
to consent and agree to certain other items as set forth herein.

         C.       Each  capitalized  term used herein shall be defined in
accordance  with the LIFO  Restructuring Agreement.

                                   AGREEMENT:

         In  consideration  of the premises and mutual  covenants herein and for
other valuable considerations,  the Credit Parties and the LIFO Lenders agree as
follows:

         1.       New  Definitions.  Section 1.1 of the LIFO  Restructuring
Agreement is hereby amended to add the following new definitions thereto:

                  "Domestic  Adjusted  EBITDA" means Domestic  EBITDA other than
         Domestic  EBITDA  attributable  to CTC  Company (as defined in the LIFO
         Credit Agreement).

                  "Domestic  Fixed  Charges"  means,   for  any  period,   on  a
         Consolidated basis (but excluding Foreign Subsidiaries and CTC Company,
         as  defined  in the LIFO  Credit  Agreement  as in  effect  on the date
         hereof) and in accordance with GAAP, the aggregate of (a) cash interest
         expense (including,  without limitation, the "imputed interest" portion
         of capital  leases,  synthetics  leases and asset  securitizations,  if
         any), (b) principal payments on Funded  Indebtedness (as defined in the
         LIFO  Credit  Agreement  as in  effect  on the  date  hereof),  and (c)
         Consolidated  Capital  Expenditures  (as  defined  in the  LIFO  Credit
         Agreement as in effect on the date hereof).

<PAGE>


                  "Fixed  Charge  Deficit"  means the  deficiency  created  when
         Domestic Fixed Charges for the most recently  completed  fiscal quarter
         of Borrower exceed (i) Domestic Adjusted EBITDA for such quarter,  plus
         (ii) the  aggregate  amount of cash on deposit  in the Cash  Collateral
         Account (other than the Special  Reserve Funds) on the last day of such
         quarter.

                  "Fixed Charge Coverage Ratio" means, for any time period,  the
         ratio of (a) Domestic  Adjusted EBITDA for such period, to (b) Domestic
         Fixed Charges for such period.

                  "Fixed Charge Surplus" means the surplus created when Domestic
         Adjusted  EBITDA  for the most  recently  completed  fiscal  quarter of
         Borrower,  plus the  aggregate  amount of cash on  deposit  in the Cash
         Collateral  Account (other than the Special  Reserve Funds) on the last
         day of such quarter exceeds Domestic Fixed Charges for such quarter.

                  "Special  Reserve Funds" has the meaning  specified in Section
3.10(e) hereof.

         2.       Amendment to Mandatory  Prepayment  Provisions.  Section 3.5
of the LIFO Restructuring  Agreement is hereby amended and restated in its
entirety as follows:

                  3.5.     Mandatory Prepayments.
                           ---------------------

                  (a) In addition to any mandatory prepayment  provisions in any
         of the  Creditor  Documents,  Borrower  shall  pay  to  the  applicable
         Creditors,  as a mandatory  prepayment on their  respective LIFO Lender
         Obligations and, if applicable,  the Subordinated  Lender  Obligations,
         the following amounts (collectively, the "Additional Prepayments") that
         shall be applied to such obligations as set forth below:

                           (i)      on February 28, 2003, $4,000,000; and

                           (ii)  on  August  31,   2003,   an  amount  equal  to
         $3,500,000  plus the amount of Special  Reserve  Funds held in the Cash
         Collateral Account on such date.

                  (b) Each Additional Prepayment shall be applied, first, to the
         LIFO Lender  Obligations,  if any,  and,  second,  to the  Subordinated
         Lender Obligations,  on a pro rata basis;  provided,  however, that any
         voluntary  prepayment  of  the  Subordinated  Lender  Obligations  made
         pursuant  to  the  next  sentence  shall  reduce  the  amounts  of  the
         Additional Prepayments in forward order of maturity. In addition, it is
         understood and agreed that any voluntary prepayment of the Subordinated
         Lender  Obligations  that is caused by an obligation of the Borrower to
         prepay  Existing Credit  Agreement  Obligations as a result of currency
         fluctuations relating to the conversion or continuation of a LIBOR Loan
         (as defined in the Existing  Credit  Agreement)  that is denominated in
         Euros  (including any prepayment of the Noteholder  Obligations and the
         Line of Credit  Lender  Obligations  made so that the  holders  of such
         obligations  share ratably in the aggregate  amount prepaid) shall be a
         "Permitted Payment" for purposes of the Subordination Agreement.

                                       2
<PAGE>


                  (c) The Borrowing  Base shall be reduced by an amount equal to
         the sum of all Additional  Prepayments made at or prior to the time the
         Borrowing Base is calculated.

         3.       Monthly  Reporting.  Section  3.6 of the LIFO  Restructuring
Agreement  is  hereby  amended  and restated in its entirety as follows:

                  3.6 Additional  Financial  Reporting.  Commencing on and after
         October 31, 2002,  within thirty (30) days after the end of each month,
         Borrower will deliver to the LIFO Lenders a monthly financial reporting
         package that  includes the items set forth on Exhibit B hereto,  and is
         otherwise in form and detail satisfactory to the LIFO Lenders.

         4.       Amendment  to  Financial  Covenants.  Section 3.8 of the LIFO
Restructuring  Agreement is hereby amended and restated in its entirety as
follows:

                  3.8 Financial  Covenants.  The LIFO Lenders and Borrower agree
         that  the  financial  covenants  set  forth  below  shall  replace  the
         financial  covenants  set forth in Section  4.7(b),  (c) and (d) of the
         LIFO Credit Agreement.  Borrower shall comply at all times with each of
         the following:

                           (a) Fixed Charge Coverage  Ratio.  Borrower shall not
                  suffer or permit at any time the Fixed Charge  Coverage  Ratio
                  to be less  than (i) .48 to 1.00  for the  fiscal  quarter  of
                  Borrower  ending on or about  November 30,  2002,  (ii) .55 to
                  1.00 for the  fiscal  quarter of  Borrower  ending on or about
                  February 28, 2003 and the previous fiscal  quarter,  (iii) .76
                  to 1.00 for the fiscal quarter of Borrower  ending on or about
                  May 31, 2003 and the two previous  fiscal  quarters,  and (iv)
                  .86 to 1.00 for the fiscal  quarter of  Borrower  ending on or
                  about August 31, 2003 and the three previous fiscal quarters.

                           (b) Consolidated EBITDA. Borrower shall not suffer or
                  permit at any time  Consolidated  EBITDA  (as  defined  in the
                  Existing  Credit  Agreement as in effect on the date  hereof),
                  for the  most  recently  completed  four  fiscal  quarters  of
                  Borrower,  to be less than (i) $30,938,000 for the four fiscal
                  quarter period of Borrower ending on or about August 31, 2002,
                  (ii)  $25,900,000  for  the  four  fiscal  quarter  period  of
                  Borrower   ending  on  or  about  November  30,  2002,   (iii)
                  $27,000,000  for the four  fiscal  quarter  period of Borrower
                  ending on or about February 28, 2003, (iv) $29,300,000 for the
                  four fiscal quarter period of Borrower  ending on or about May
                  31,  2003,  and (v)  $36,100,000  for the four fiscal  quarter
                  period of Borrower ending on or about August 31, 2003.

                                       3
<PAGE>


                           (c)  Domestic  EBITDA.  Borrower  shall not suffer or
                  permit  at any time  Domestic  EBITDA,  for the most  recently
                  completed  four fiscal  quarters of Borrower,  to be less than
                  (i) $31,670,000 for the four fiscal quarter period of Borrower
                  ending on or about August 31, 2002,  (ii)  $28,200,000 for the
                  four  fiscal  quarter  period of  Borrower  ending on or about
                  November  30,  2002,  (iii)  $29,800,000  for the four  fiscal
                  quarter  period of Borrower  ending on or about  February  28,
                  2003,  (iv)  $30,200,000 for the four fiscal quarter period of
                  Borrower  ending on or about May 31, 2003, and (v) $34,400,000
                  for the four fiscal  quarter  period of Borrower  ending on or
                  about August 31, 2003.

                           (d) Consolidated Capital Expenditures. Borrower shall
                  not  suffer  or  permit  at  any  time  Consolidated   Capital
                  Expenditures  (as defined in the Existing Credit  Agreement as
                  in effect on the date hereof), for the most recently completed
                  fiscal year of Borrower,  to be greater  than (i)  $22,755,000
                  for the fiscal year of Borrower  ending on or about August 31,
                  2002,  and (ii)  $20,591,000  for the fiscal  year of Borrower
                  ending on or about August 31, 2003.

         Provided,  however, that any of the financial covenants set forth above
         will be adjusted to reflect the impact on such covenants for any fiscal
         quarter  (and  any  testing  period   including  such  fiscal  quarter)
         following  the sale by any Company of any  business  unit sold prior to
         such fiscal quarter of Borrower.

         5.       Special  Reserve  Funds.  Section 3.10 of the LIFO
Restructuring  Agreement is hereby amended to add the following new subpart (e)
thereto:

                  (e) Special  Reserve  Funds.  On and after  October 31,  2002,
         Borrower  shall maintain at least  $6,000,000 of immediately  available
         funds in the  Cash  Collateral  Account,  which  funds  shall be (i) in
         addition to all other amounts Borrower is required to maintain pursuant
         to Section  3.10(b) above and (ii)  designated by the LIFO Agent as the
         "Special  Reserve  Funds"  (such funds being  referred to herein as the
         "Special  Reserve  Funds").  Borrower shall not use the Special Reserve
         Funds  except  as set forth  herein.  If,  after the end of any  fiscal
         quarter of Borrower,  a Fixed Charge Deficit exists,  then Borrower may
         use the Special Reserve Funds for the payment of interest and scheduled
         principal payments with respect to the Subordinated  Lender Obligations
         and the LIFO Lender  Obligations  in  accordance  with the terms of the
         Subordinated  Lender  Documents  and  the  LIFO  Lender  Documents.  In
         addition,  if at any time the amount of Special  Reserve  Funds is less
         than  $6,000,000,  then Borrower will deposit into the Cash  Collateral
         Account  any amounts  that exist at the end of any fiscal  quarter as a
         result of a Fixed Charge Surplus up to $6,000,000.

         6.  Consent.  The LIFO  Lender  Documents  prohibit  the  sale,  lease,
transfer or other  disposition of assets by the Companies except as specifically
permitted in such LIFO Lender  Documents.  Borrower has advised the LIFO Lenders
that, in connection  with settlement of a dispute,  Borrower  intends to sell to
The Vaughn Group a software upgrade (the "Specified  Property")  currently owned
by Borrower and used with an IBM AS/400  computer.  Borrower has requested  that


                                       4
<PAGE>

the LIFO Lenders consent to the sale of the Specified  Property  notwithstanding
the  restrictions  set  forth in the LIFO  Lender  Documents.  By  signing  this
Amendment, the LIFO Lenders hereby consent to the sale of the Specified Property
on the terms and  conditions  described  by Borrower to the LIFO  Lenders on the
conditions   that  (i)  no   Termination   Event  shall  exist  under  the  LIFO
Restructuring Agreement prior to or immediately after such sale of the Specified
Property, and (ii) the proceeds of such sale shall be applied in accordance with
the Subordination  Agreement. The LIFO Agent is hereby authorized and instructed
to authenticate and deliver any UCC partial release or other document necessary,
in the opinion of the Collateral  Agent,  to effect the release of the Specified
Property.

         7.       Consent to  Restructuring  Amendment.  Each of the LIFO
Lenders  party  hereto  consents  to and acknowledges the terms of Amendment No.
1 to the Subordinated  Lender  Restructuring  Agreement (the "Subordinated
Lender Restructuring Amendment") which is being entered into concurrently
herewith.

         8.       New  Exhibit.  The LIFO  Restructuring  Agreement  is hereby
amended  by adding a new  Exhibit B (Monthly Reporting Package) thereto in the
form of Exhibit B attached hereto.

         9.       Conditions  Precedent.  This  Amendment  shall  become
effective  upon the  satisfaction  of the following conditions precedent:

         (a)      this Amendment has been executed by the Credit Parties and the
LIFO Lenders;

         (b)      the Subordinated Lender Restructuring Amendment has been
executed by the parties thereto;

         (c)      Borrower has paid all legal fees and expenses of the LIFO
Agent; and

         (d) Borrower has provided such other items and has satisfied such other
conditions as may be reasonably required by the LIFO Lenders.

         10. Representations and Warranties. Each Credit Party hereby represents
and  warrants to the LIFO Lenders that (a) such Credit Party has the legal power
and authority to execute and deliver this Amendment; (b) the officials executing
this  Amendment  have been duly  authorized  to execute and deliver the same and
bind such Credit Party with respect to the provisions  hereof; (c) the execution
and delivery  hereof by such Credit Party and the  performance and observance by
such Credit Party of the  provisions  hereof do not violate or conflict with the
organizational  agreements  of such Credit Party or any law  applicable  to such
Credit Party or result in a breach of any  provision of or  constitute a default
under any other  agreement,  instrument or document  binding upon or enforceable
against such Credit Party; (d) no Termination  Event has occurred under the LIFO
Restructuring  Agreement, nor will any occur immediately after the execution and
delivery of this Amendment or by the  performance or observance of any provision
hereof; (e) none of the Credit Parties nor any of their respective  Subsidiaries
has any claim or offset  against,  or  defense  or  counterclaim  to, any of its
obligations or liabilities  under the LIFO  Restructuring  Agreement or any LIFO
Lender  Document;  and  (f)  this  Amendment  constitutes  a valid  and  binding
obligation of such Credit Party in every respect, enforceable in accordance with
its terms.

                                       5
<PAGE>


         11. LIFO  Restructuring  Agreement  Unaffected.  Each reference that is
made in the LIFO  Restructuring  Agreement  shall  hereafter  be  construed as a
reference to the LIFO Restructuring  Agreement as amended hereby. This Amendment
is a LIFO Lender Document. Except as herein otherwise specifically provided, all
provisions of the LIFO  Restructuring  Agreement  shall remain in full force and
effect and be unaffected hereby.

         12.      Captions.  The  recitals to this  Amendment  (except for
definitions)  and the section  captions used in this Amendment are for
convenience only and do not affect the construction of this Agreement.

         13.  RELEASE.  AS A CONDITION  PRECEDENT TO THE  EFFECTIVENESS  OF THIS
AMENDMENT, AND IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND FOR
OTHER GOOD AND VALUABLE CONSIDERATION,  EACH CREDIT PARTY HEREBY HOLDS HARMLESS,
RELEASES,  ACQUITS AND FOREVER  DISCHARGES AND EACH LIFO LENDER,  THE RESPECTIVE
PARTICIPANTS,  SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
SERVANTS,  ATTORNEYS  AND  REPRESENTATIVES,  AS  WELL AS THE  RESPECTIVE  HEIRS,
PERSONAL  REPRESENTATIVES,  SUCCESSORS  AND  ASSIGNS  OF ANY  AND  ALL  OF  THEM
(COLLECTIVELY,  THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS,
ACTIONS, CAUSES OF ACTION, SUITS, CONTRACTS, AGREEMENTS,  OBLIGATIONS, ACCOUNTS,
DEFENSES, OFFSETS AND LIABILITIES OF ANY KIND OR CHARACTER WHATSOEVER,  KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED,  IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY,
THAT ANY SUCH CREDIT PARTY EVER HAD, NOW HAVE, OR MIGHT  HEREAFTER  HAVE AGAINST
ANY RELEASED PARTY, JOINTLY OR SEVERALLY,  FOR OR BY REASON OF ANY MATTER, CAUSE
OR THING  WHATSOEVER  OCCURRING  BEFORE  THE DATE OF THIS  AMENDMENT,  INCLUDING
WITHOUT  LIMITATION,  ANY OF THE FOREGOING  THAT RELATE TO, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, THIS AMENDMENT OR ANY LIFO LENDER DOCUMENT. IN ADDITION,
EACH CREDIT PARTY AGREES NOT TO COMMENCE, JOIN IN OR PROSECUTE ANY SUIT OR OTHER
PROCEEDING THAT IS ADVERSE TO ANY OF THE RELEASED  PARTIES  ARISING  DIRECTLY OR
INDIRECTLY  FROM ANY OF THE  FOREGOING  MATTERS.  THE  CREDIT  PARTIES  AGREE TO
INDEMNIFY  AND HOLD  HARMLESS  THE  RELEASED  PARTIES  FROM ANY LOSS OR DAMAGES,
CLAIMS, COSTS AND ATTORNEY FEES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH
THIS AMENDMENT OR ANY RESTRUCTURING LENDER DOCUMENT.

         14.  Counterparts  This  Amendment  may be  executed  in any  number of
counterparts,  by  different  parties  hereto in  separate  counterparts  and by
facsimile  signature,  each of which when so  executed  and  delivered  shall be
deemed to be an original and all of which taken  together  shall  constitute but
one and the same agreement.

                                       6
<PAGE>

         15.      Governing  Law. The rights and  obligations  of all parties
hereto shall be governed by the laws of the State of Ohio, without regard to
principles of conflicts of laws.

                                       7
<PAGE>


         16. JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED
BY LAW,  HEREBY  WAIVES ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING  ANY
DISPUTE WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE,  AMONG THEM, OR ANY OF
THEM,  ARISING  OUT OF, IN  CONNECTION  WITH,  RELATED TO OR  INCIDENTAL  TO THE
RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION WITH THE LIFO  RESTRUCTURING
AGREEMENT,  THIS  AMENDMENT OR ANY DOCUMENT  EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS  RELATED THERETO.  THIS WAIVER SHALL NOT IN ANY WAY
AFFECT,  WAIVE,  LIMIT, AMEND OR MODIFY THE ABILITY OF ANY OF THE UNDERSIGNED TO
PURSUE  REMEDIES  PURSUANT TO ANY  CONFESSION OF JUDGMENT OR COGNOVIT  PROVISION
CONTAINED  IN ANY NOTE OR OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  AMONG THE
UNDERSIGNED.

         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the date first above written.

                                       BORROWER:

                                      AMCAST INDUSTRIAL CORPORATION

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President, Finance

                                       GUARANTORS:

                                      ELKHART PRODUCTS CORPORATION

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      AMCAST AUTOMOTIVE OF INDIANA,

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      AS INTERNATIONAL, INC.

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                       8
<PAGE>


                                      IZUMI, INC.

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      AMCAST CASTING TECHNOLOGIES,
                                           INC.

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      AMCAST INDUSTRIAL FINANCIAL
                                         SERVICES, INC.

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      AMCAST INVESTMENT SERVICES
                                         CORPORATION

                                      By: /s/ Francis J. Drew
                                      Name: Francis J. Drew
                                      Title: Vice President

                                      CASTING TECHNOLOGY COMPANY
                                          By: Amcast Casting Technologies, Inc.,
                                              a General Partner

                                          By: /s/ Francis J. Drew
                                          Name: Francis J. Drew
                                          Title: Vice President

                                       9
<PAGE>


                                        LIFO LENDERS:

                                          KEYBANK NATIONAL ASSOCIATION,
                                            as LIFO Agent and a LIFO Bank

                                          By: /s/ Dale A. Clayton
                                          Name: Dale A. Clayton
                                          Title: Vice President

                                          THE BANK OF NEW YORK

                                          By: /s/ Stephen C. Brennan
                                          Name: Stephen C. Brennan
                                          Title: Vice President

                                          BANK ONE INDIANA, N.A.

                                          By: /s/ Richard Babcock
                                          Name: Richard Babcock
                                          Title: First Vice President

                                          CREDIT AGRICOLE INDOSUEZ

                                          CREDIT AGRICOLE INDOSUEZ

                                          By: /s/ Frederik W. Aase
                                          Name: Frederik W. Aase
                                          Title: Vice President

                                          and /s/ Joseph D. Catarina
                                          Name: Joseph D. Catarina
                                          Title: Vice President

                                          NATIONAL CITY BANK

                                          By: /s/ Neal J. Hinker
                                          Name: Neal J. Hinker
                                          Title: Senior Vice President

                                       10
<PAGE>



                                          U.S. BANK NATIONAL  ASSOCIATION
                                          (successor to Firstar Bank, N.A.),
                                            as an Existing Credit Agreement Bank
                                            and a Line of Credit Lender

                                          By: /s/ Greg Wilson
                                          Name: Greg Wilson
                                          Title: VP


                                          COMERICA BANK

                                          By: /s/ Sarah N. Riggs
                                          Name: Sarah N. Riggs
                                          Title: Account Officer


                                       11
<PAGE>


                                    Exhibit B

                    Description of Monthly Reporting Package

1.       Consolidated operating statements (Month & YTD) vs. Plan vs. prior year
         by facility

2.       13 week running cash flow report

3.       Income statements by facility-trend report

4.       Balance sheets by facility-trend report

5.       Accounts Receivables - borrowing base -consolidated and by facility

6.       Cash  call  weekly  trend  reports  by  facility.  Tracks  inventory  ,
         past  dues,  labor  cost,  capital expenditures and headcount

7.       Cash call end of month  report  -tracks by  facility:  receivables,
         payables,  capital  expenditures  and performance cash flow.

8.       Capital Expenditures - formal Amcast report

9.       Cost Reductions -formal Amcast report

10.       Manning status-formal Amcast report

11.      Past due receivable trend report- consolidated, by facility

12.       Profit drivers- formal Amcast report

13.       Report of major new projects, concerns, etc -"State of Amcast"



                                       12