EXECUTIVE AGREEMENT

         THIS EXECUTIVE AGREEMENT,  was originally made and entered into the 3rd
day of March,  1995,  by and  between  AMCAST  INDUSTRIAL  CORPORATION,  an Ohio
corporation (the "Company"),  and LEO W. LADEHOFF (the "Executive") and is being
amended and restated to reflect changes executed effective as of August 1, 1997.

         A. Executive is Chairman of the Board of Directors and Chief  Executive
Officer of the Company; he has been employed by the Company since December 1978,
holding the  positions of Chief  Executive  Officer  since May 1979 and Chairman
since  December  1980 and having  served as President of the Company  during the
periods December 1978 to November 1986 and September 1990 to December 1993;

         B. Executive served as Chief Executive  Officer of the Company pursuant
to the Executive Employment  Agreement between Executive and the Company,  dated
April 1, 1991,  a copy of which is  attached  hereto as Annex A and  referred to
hereinafter as the "1991 Agreement";

         C. Executive  retired as an employee of the Company on August 31, 1995,
after more than 17 years of  service  during  which the  Company  developed  new
businesses,  products and facilities and achieved  record levels of revenues and
profitability;

         D. The March 3, 1995 Agreement between the Company and Executive desire
to set forth the terms of Executive's  continued  employment  through August 31,
1995, secured  Executive's  consulting  services after his retirement,  restated

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<PAGE>

certain  benefits that  Executive  earned in the course of his  employment,  and
terminated the 1991 Agreement;

         E. This  Agreement amends  and restates the  terms of the March 3, 1995
Agreement and incorporates the amendments made as of August 1, 1997.

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

         1.  Employment.

         (a) The Company and  Executive  agreed  that  Executive  continue as an
employee of the Company through August 31, 1995 and retire as an employee of the
Company,  effective  September 1, 1995 (the "Retirement Date"). From the date of
the March 3, 1995 Agreement until his Retirement Date, Executive's  compensation
for services as an employee  were  determined in accord with Section 2(a) of the
1991  Agreement  ("Standard  Compensation").  While  Executive  continued  as an
employee  until his  Retirement  Date,  the Company and  Executive  agreed,  for
purposes of orderly transition, that Executive ceased to be Executive Officer of
the Company on March 23,  1995.  After  ceasing to be Chief  Executive  Officer,
Executive  performed  such  duties and  responsibilities  as an  employee of the
Company as the then Chief Executive  Officer and Board of Directors  assigned to
him and as are  consistent  with his status as  Chairman of the Board and former
Chief Executive Officer.

         (b)  If  for  any  reason,  including  death,   disability,   voluntary
termination, or other termination of employment, Executive ceased to be employed
by the Company prior to his Retirement Date as defined as Section 1(a), then (i)
the Company would have  continued to pay  Executive or his spouse,  if Executive

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<PAGE>

was  deceased at the time of any  payment,  his  Standard  Compensation  through
August 31, 1995 and (ii)  Retirement Date would have been September 1, 1995, and
payment  of  retirement  benefits  would  have  commenced  in  accord  with that
retirement date.

         2. Termination of 1991 Agreement.The  Company and Executive agreed that
the 1991 Agreement  terminated and be of no further force and effect,  except to
the extent that (a) certain  provisions  of Section 2 of the 1991  Agreement are
incorporated in Section 1 of this Agreement, and (b) the definition of change of
control  contained in Section  9(c) of the 1991  Agreement  is  incorporated  in
Section 11 of this Agreement.

         3.  Service as a Director of the Company.

         (a)  Executive  has been  elected to serve as a director of the Company
until the Annual Meeting of Shareholders of the Company in 2000. The Company and
Executive  each desire that  Executive  continue to serve as a director  for his
unexpired  term.  Commencing  with  his  Retirement  Date,  Executive  has  been
compensated  for his services as a director of the Company in the same manner as
other  directors  who are not employed by the Company are  compensated  for such
services.

         (b) At the  expiration of his current term,  the then  directors of the
Company,  in consultation  with Executive,  shall determine whether it is in the
best interests of the Company that he continue as its Chairman for an additional
term.

         4.  Consulting Services.

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<PAGE>

         (a) For the  period  commencing  on the  Retirement  Date and ending on
December 31, 1997 (the "Consulting Period"),  the Company engaged, and Executive
agreed to serve,  as a  consultant  to the then Chief  Executive  Officer of the
Company.  The  consulting  services were rendered by Executive to the Company at
the request of the then Chief Executive Officer of the Company.  Such consulting
services were consistent with Executive's position as the former Chief Executive
Officer of the  Company  (and,  if  applicable,  his status as  Chairman  of the
Board).  The Company  acknowledged  that the benefits it expected to obtain from
Executive's consulting services were not related to any specific time commitment
on the part of Executive, but were related to his availability to provide advice
in connection with special projects,  questions, and events that arose from time
to time and Executive agrees to be available at reasonable times to provide such
consultation and advice.

         (b) During the Consulting  Period,  the Company (i) provided  Executive
office  space  and  secretarial  and  administrative   support,   (ii)  promptly
reimbursed  Executive  for all  reasonable  expenses  incurred by  Executive  in
performing services for the Company hereunder,  including all expenses of travel
while performing  consulting services at the request of the then Chief Executive
Officer,  provided  such  expenses were incurred and accounted for in accordance
with the policies and procedures  established by the Company,  and (iii) allowed
Executive use of corporate aircraft at the Company's expense in circumstances in
which the use of the same was  beneficial  to  Executive  and the Company in the
performance of services for the Company hereunder.

         5.  Non-Competition and Non-Disclosure Provisions.

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<PAGE>

         (a) Executive  agreed and covenanted that while employed by the Company
and  for  the  five-year  period  immediately  following  the  Retirement  Date,
Executive  would not,  directly  or  indirectly,  either  individually  or as an
employee, agent, officer,  director,  shareholder (excluding being the holder of
any stock which  represents  less than one percent  interest in a  corporation),
partner, or in any other capacity  whatsoever,  become or be associated with any
other corporation,  firm, or business which is engaged in providing or marketing
any goods,  products,  or services  then being sold or developed for sale by the
Company. In addition,  Executive agreed that for the period of time specified in
the immediately  preceding  sentence,  he would not in any manner participate or
assist any other person or business in selling said  products or services to any
person,  firm,  or  corporation  which was a customer of the Company at any time
during the sixty (60) months preceding the termination of his active  employment
with the Company.  Executive  agreed that the  restrictions  imposed  herein are
reasonable both as to time and area, necessary for the reasonable  protection of
the Company's  business and goodwill,  and not unduly  restrictive of his rights
and individual.

         (b) Executive  agreed and covenanted that while employed by the Company
and throughout the five-year  period  following his Retirement  Date,  Executive
would not  disclose  to any person,  corporation,  firm,  partnership,  or other
entity  whatsoever   (except  the  Company  or  any  of  its  affiliates),   any
confidential  information  or  trade  secrets  of  the  Company  or  an  of  its
subsidiaries or affiliates. Executive delivered to Company at the termination of
the Consulting  Period,  any reports and other  documents  (and copies  thereof)
relating  to the  business  of Company or any of its  affiliates,  which he then
possessed or had under his control.

                                       5
<PAGE>

         (c) If Executive  committed a breach or threatens to commit a breach of
any of the  provisions  of this Section 5(a) or 5(b),  the Company had the right
and  remedy,  in  addition  to any others  that may be  available,  at law or in
equity,  to have the  provisions of such sections  specifically  enforced by any
court having equity jurisdiction, together with an accounting therefor, it being
acknowledged  and agreed  that any such breach or  threatened  breach will cause
irreparable  injury to the  Company  and that money  damages  do not  provide an
adequate remedy to the Company.  Such injunction shall be available  without the
posting of any bonds or other  security,  and Executive  hereby  consents to the
issuance of such injunction.

         (d) If any  covenant  contained in this Section 5 or any part hereof is
hereafter  construed to be invalid or  unenforceable,  the same shall not affect
the remainder of the covenants, which shall be given full effect, without regard
to the invalid portions,  any court having  jurisdiction shall have the power to
reduce the  duration  and/or area  and/or  scope of such  covenant,  and, it its
reduced form, said covenant shall then be enforceable.

         (e) If  Executive  commits a breach  of this  Section  5, the  Company,
promptly  after  acquiring  knowledge of such breach,  will give written  notice
thereof to Executive  (or if  Executive  is  deceased,  to the person or persons
entitled to receive  payments  under Section  6(a)(ii) of this  Agreement);  all
future  payments  to  Executive  under the  provisions  of Section  6(a) of this
Agreement shall be forfeited by him,  provided,  however,  that there will be no
such  forfeiture if such breach is promptly  cured without  material harm to the
Company.

         6. Post  Retirement  Payments.  In  connection  with the  retirement of
Executive  the Company  agrees to make the  payments  and  provide the  benefits
described in Section 6 through 11 hereof,  and the parties mutually agree to the

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<PAGE>

termination of the 1991 Agreement, and the payments include:

         (a) Ten-Year Installment Payments.


             (i)  Commencing on Executive's  Retirement  Date, the Company shall
pay to Executive  Eighty-four  Thousand  ($84,000)  per annum,  in equal monthly
installments of Seven Thousand Dollars ($7,000.00),payable on the first business
day of each  calendar  month,  for a period of ten (10) years  (each such $7,000
monthly payment is referred to hereinafter as a "Monthly Payment").

             (ii) In the event of Executive's  death before the Executive  shall
have received 120 Monthly Payments,  then the Company shall continue to make the
Monthly Payments to the Executive's spouse,if any,if she survives the Executive,
or, if she shall not have survived Executive, to Executive's estate or his heirs
until the  remainder  of such 120  monthly  payments  have  been paid  under the
Agreement;  if such spouse dies prior to the payment of the remainder of the 120
Monthly  Payments,  the Company  shall make the  remaining  Monthly  Payments to
Executive's estate or his heirs.

         (b) Additional Pension Payments.

             (i) Executive is a participant  in the Amcast Merged  Pension Plan,
which is a plan  qualified  under Section 401 of the Internal  Revenue Code (the
"Qualified Plan"),  and a participant in the Amcast Industrial  Corporation Non-
Qualified  Supplementary Benefit Plan, which is not qualified under such Section
401 (the "SERP").

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<PAGE>

             (ii) Commencing on Executive'  Retirement Date the Company will pay
Executive, during his lifetime, an annual amount equal to the difference between
the annual total of payments to Executive under the Qualified Plan and the SERP,
together the ("Pension  Plan"),  and $210,000 per year so that Executives  total
payment  from the Pension  Plans and the  Company  payment  will equal  $210,000
annually.

             (iii) Provided that she is the named  beneficiary under the Pension
Plans or the primary  beneficiary of a trust or similar arrangement which is the
named  beneficiary   thereunder  and  if  Executive's  present  spouse  survives
Executive and is married to him at the time of his decease,  the Company  agrees
to pay such  spouse  during  her  lifetime,  an amount  equal to the  difference
between the annual total of payments due to  Executive  under the Pension  Plans
and $105,000 per year, so that,  after the death of Executive,  his spouse shall
receive  total  payments from the Pension Plan and the Company equal to $105,000
annually.

             (iv)  Except  as set forth in  Section  11 of this  Agreement,  the
payments  provided  for in this  Section 6(b) shall be made at the times and the
increments  (e.g.,  bi-weekly,  monthly,  or annually) as the payments under the
Pension Plans would be made in the  Executive  elected to receive a joint and 50
percent survivor annuity as set out in the Qualified Plan.

             (v) Nothing  contained in this Agreement  shall be deemed to alter,
restrict  or enlarge  Executive's  existing  rights  under the  Pension  Plan to
designate a beneficiary or beneficiaries in the manner permitted under the terms
of the Pension Plans.

         7.  Health,   Life  and  Accidental  Death  Insurance.   Commencing  on
Executive's  Retirement Date the Company provided  health,  life, and accidental
death  insurance to Executive or his spouse in the event of this death under the

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<PAGE>

Company's  health,  life,  and  accidental  death  plans  for  employees  of the
Company's Corporate Center until December 31, 1997.

         8.  Stock Option.  The Company, with regard to Executive's  outstanding
stock options on the date hereof, agreed as follows:

         (a) To extend  the terms of any such  options  originally  granted  for
terms of less than ten years which are not incentive stock options as defined in
the applicable plan by an additional five years provided such extension does not
extend the entire term of the option for more than 10 years.

         (b) With regard to the option for 20,000  shares  granted  February 20,
1991,  11,764  shares of which are  incentive  stock options and 8,236 shares of
which  are   non-qualified   stock   options,   to  provide  new  grant  letters
appropriately designated the status of each; and

         (c) With  regard to the  non-qualified  option  grant of 19,071  shares
dated March 21, 1990 and the non-qualified  grant of 8,236 shares dated February
20,  1991,  the  Company  agreed to  provide  to  Executive,  at the time of his
exercise of such options, a cash payment  sufficient to pay his federal,  state,
and local income tax liability  incurred as a result of such exercise as well as
any  additional  payment of  federal,  state or local tax due as a result of the
cash payment made to Executive  under the terms of this Section  8(c), in accord
with the resolution of the Company's  Board of Directors  adopted at its meeting
of February 18, 1992.

         9. Long-Term  Incentive  Compensation.  The Company agreed to waive the
application to Executive of the  requirement of Section 4.2(a) and any reduction
resulting  from  the  provisions  of  Section  4(c) of the  Company's  Long-Term

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<PAGE>

Incentive  Plan ("LTIP") in regard to Awards as defined in the LTIP  outstanding
at the date of this Agreement.

         10. Trust.  Promptly after the execution of this Agreement the  Company
agrees it will establish  a "Rabbi trust (the "Trust"), and a copy of which will
be attached hereto as Annex B.

         (a) If the Trust is funded at the time a payment is required under this
Agreement,  the payment will be made on behalf of the Company by the Trustee out
of Trust funds to the extent permitted by the Trust. The Determination  Date for
each such calculation of Net Present Amount will be the related payment date.

         (b) In the event Executive  exercises his option under Section 11(b) or
payments  are  made  to  Executive  under  11(c)  or (d) of this  Agreement  and
Executive is fully paid all amounts due  thereunder,  all funds remaining in the
Trust shall be immediately delivered to the Company.

         (c) The  Company  shall  instruct  that the  periodic  payments  on any
annuity  policy  purchased  pursuant to Section 12 commence no later than twelve
months from the date of the annuity purchase.

         11. Alternative Payment Methods.


         (a) At any time after September 1, 1995 and prior to September 1, 2005,
at the election of the  Executive  or his spouse if he is deceased,  the Company
shall  fund the Trust in an amount  equal to the Net  Present  Value  Amount (as
defined at Section  12). In  calculating  such Net  Present  Value  Amount,  the
Determination Date shall be the date on which Executive or his spouse, exercised
that option under this Section.  Funding of the Trust, either under this Section
or  voluntarily  by the  Company,  will not  relieve  the  Company of any of its
payment obligations under this Agreement, and such obligations will be fulfilled

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<PAGE>

only upon actual payment in accordance with this Agreement.

         (b) At any time after September 1, 1995 and prior to September 1, 2005,
at the election of the  Executive  or his spouse if he is deceased,  the Company
shall pay the  Executive an amount equal to the Net Present Value Amount less 12
percent of such amount.  After the payment  described  in this Section  11(b) is
made,  Company  shall have no further  obligation  to Executive  or  Executive's
spouse,  under this Agreement or under the SERP,  except as described in Section
4(b),  7, 8 and 9 of this  Agreement.  In  calculating  such Net  Present  Value
Amount,  the Determination  Date shall be the date on which Executive  exercised
his option under this  Section.  Such Net Present  Value Amount shall be paid to
Executive  as  soon  as  practical,   but  not  more  than  30  days  after  the
Determination Date.

         (c) If at the  end of any  fiscal  quarter  of the  Company  after  the
Retirement  Date and prior to a change in control of the  Company (as defined in
the 1991  Agreement),  the  Company's  debt to  equity  ratio  exceeds 2 to 1 as
derived in the Company's  quarterly report to shareholders  (which shall be made
available to the Executive upon his request), then the Company shall pay the Net
Present  Value Amount to  Executive  or his spouse if he is deceased,  and shall
then have no further  obligation  to the Executive or  Executive's  spouse under
this Agreement or under the SERP,  except as described in Section 4(b), 7, 8 and
9 of  this  Agreement.  In  calculating  such  Net  Present  Value  Amount,  the
Determination  date  shall be the last day of the  fiscal  quarter on which such
condition first exists.

         (d) In the event of a change of control of the  Company  (as defined in
the 1991  Agreement)  occurs,  the Company  shall pay to the  Executive  the Net
Present  Value  Amount with respect to the benefit  payable  pursuant to Section

                                       11
<PAGE>

6(a) of the  Executive  Agreement.  After the payment  described in this Section
11(d) is made, the Company shall have no further  obligation to the Executive or
Executive's spouse with respect to such benefits. In calculating the Net Present
Value Amount in regard to this Section 11(d),  the  Determination  Date shall be
the date on which the change of control has been deemed to occur as described in
the 1991 Agreement.

         (e)  Emergency  Distributions.   If,  on  the  written  application  of
Executive,  or his spouse if he is deceased,  the Compensation  Committee of the
Board of Directors of the Company  determines  that Executive has experienced an
"Unforeseeable  Emergency" (as defined below),  then, as of the first day of any
calendar  month,  Executive may receive an Emergency  Distribution of the amount
payable  pursuant to this Agreement,  provided that the aggregate  amount of any
such  distribution  shall not  exceed the  amount  reasonably  needed to satisfy
Executive's  emergency  need. The term  "Unforeseeable  Emergency"  means severe
financial  hardship to Executive  resulting from a sudden and unexpected illness
or accident of Executive or of a  "dependent"  (as defined in Section  152(a) of
the Code) of Executive, loss of Executive's property due to a casualty, or other
similar  extraordinary  and unforeseeable  circumstances  arising as a result of
events  beyond the  control of  Executive.  This  Committee  shall not permit an
Emergency  Distribution  to  Executive  to the  extent  that  his  Unforeseeable
Emergency can be relieved:

             (i) through reimbursement or compensation by insurance or otherwise


             (ii) by  liquidation  of  Executive's  assets,  to the  extent  the
liquidation of such assets would not itself cause severe financial hardship.

                                       12
<PAGE>

         Distribution  pursuant to this Section 11(e) will made, first, from the
amount  payable  pursuant to Section 6(a) and,  second,  from the amount payable
pursuant to Section  6(b).  Emergency  distributions  will reduce the  remaining
amount  payable  pursuant to Sections  6(a) and (b), as  appropriate,  by first,
calculating the Net Present Value Amount of the amount payable, second, reducing
the Net Present Value amount by the Emergency  Distribution  amount and,  third,
recomputing  the  amount  payable  pursuant  to  Section  6(a) or 6(b)  over the
remaining years using the discount and actuarial  assumptions that would be used
pursuant to Section 12.

         (f) The Company and Executive  agree that  notwithstanding  anything to
the  contrary  contained  in the  Company's  SERP,  to the  extent of a conflict
between  the  timing and  method of  payments  under the SERP and the timing and
method of payments under this Agreement, all payments to Executive or his spouse
under the SERP shall be made at the same time and in the same manner as payments
under this Agreement.

         The options described in Section 11(a) and (b) of this Agreement may be
exercised  by  Executive  or his  spouse  by  written  notice by  registered  or
certified  mail  addressed to the chief  executive  officer of the Company or by
notice given in accordance with Section 15 of this Agreement.

         (g) Notwithstanding  anything in this Agreement to the contrary, in the
event that the Company is required to  (pursuant to Section 11) or agrees to pay
the Net  Present  Value  Amount to the  Executive  or his spouse of the  benefit
payable  pursuant to the SERP and Section 6(b) of the Executive  Agreement,  the
Company has  discretion to have the Trust  distribute  the annuity policy or the
right to future annuity payments held by such Trust in complete  satisfaction of

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<PAGE>

such  obligation.  If an  annuity  policy or the right to  annuity  payments  is
distributed to the Executive  pursuant to Section 11(b), the Executive shall pay
to the Company an amount equal to the 12 percent reduction described therein.

         (h) Executive and his spouse's  election pursuant to Sections 11(a) and
11(b) can be exercised  separately  with  respect to the  payments  described in
Sections 6(a), 6(b) and the SERP, respectively.

         12. Net Present Value Amount. For the purpose of determining the amount
needed to fund the Trust as described in Section 10 or the amount of payments to
be made as described in Section 11, the Company's  independent  actuaries,  will
calculate  the  net  present  value  of all  payments  remaining  to be  made to
Executive  and  Executive's  souse if then  living  (or  Executive's  spouse  if
Executive is then deceased) under this Agreement  (herein the "Net Present Value
Amount").   The  Net  Present  Value  Amount  shall  be  determined  as  of  the
Determination  Date (herein the  "Determination  Date") in  accordance  with the
provisions of Exhibit C attached.

         Notwithstanding  anything in this Agreement to the contrary, the amount
to be paid to the Trust pursuant to Section  11(a),  with respect to the benefit
payable to the Executive and his spouse pursuant to the SERP and Section 6(b) of
the  Executive  Agreement,  shall be either  (a) an amount  equal to the  single
premium necessary to purchase an annuity or (b) an annuity policy, that provides
payments equal to the annual benefit described and calculated in accordance with
the SERP and Section 6(b) of the Executive Agreement.

                                       14
<PAGE>

         13.  Successors;  Binding  Agreement.  The  Company  will  require  any
successor (whether direct or indirect, by purchase,  merger,  consolidation,  or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company,  by agreement in form and substance  satisfactory to the Executive,  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that the  Company  would be  required to perform as if no such
succession had taken place.

         14. Waiver.  The failure of either party to insist,  in any one or more
instances, upon the performance of any of the terms, covenants, or conditions of
this Agreement by the other party hereto,  shall not be construed as a waiver or
as a  relinquishment  of any right  granted  hereunder  to the party  failing to
insist on such  performance,  or as a waiver of future  performance  of any such
term,  covenant,  or condition,  but the  obligations  hereunder of both parties
hereto shall remain unimpaired and shall continue in full force and effect.

         15. Notices.  Any notices or other communications required or permitted
under this Agreement shall be in writing and shall be sufficiently communicated,
if delivered  in person  or  if sent  by certified or  registered  mail, postage
prepaid, and properly addressed as follows:

         (a)      To the Company:
                  Chairman, Compensation Committee
                  Amcast Industrial Corporation

                  P.O. Box 98
                  Dayton, OH 45401

         (b)      To the Executive:
                  Leo W. Ladehoff

                                       15
<PAGE>

                  639 Forest High Lands
                  #8 Link Smith Street
                  Flagstaff, AZ 86001

                  27267 North 103rd Way
                  Scottsdale, AZ 85255

Either  party may change the address to which  notice to it is to be directed by
giving written notice of such change to the other party in the manner  specified
in this Section.

         16. Default.  In the event that the Company defaults on its obligations
under this  Agreement  and fails to remedy such default  within thirty (30) days
after  having  received  written  notice  from the  Executive  or his  estate or
beneficiary, interest on the amount or value of any amount then due but not paid
shall accrue at the rate of ten percent per annum,  compounded  daily,  from the
otherwise due date of such payment or transfer. Further, the Company shall, upon
presentation of appropriate commercial invoices,  pay all legal expenses,  which
includes reasonable legal fees, court costs,  arbitration cost, and ordinary and
necessary  out-of-pocket  costs  of  attorneys,  billed  to and  payable  by the
Executive  or by anyone  claiming  under or through the  Executive  (such person
being hereinafter referred to as the Executive's Claimant"),  in connection with
bringing,  prosecuting,  defending,  litigating,  arbitrating,  negotiating,  or
settling  any claim or dispute by or against the  Executive  or the  Executive's
Claimant,  or any claim or dispute  between the  Executive  or Claimant  and the
Company,  that may be  instituted  or  arise  upon or out of or  relate  to this
Agreement, or the validity, operation, interpretation, enforceability, or breach
hereof,  provided that Executive or Executive's Claimant,  shall prevail in such
litigation.

                                       16
<PAGE>

         17. Tax Withholding.  All payments under this  Agreement shall  be made
subject to all required federal, state, and local tax withholdings.

         18. Entire  Agreement;  Amendment.  This Agreement  contains the entire
Agreement between the parties hereto with respect to the matters contemplated by
this  Agreement  and  supersedes   all  prior   negotiations,   representations,
warranties,  commitments,  offers,  contracts,  and writings. No modification or
amendment of any provision of this Agreement  shall be effective  unless made in
writing and duly signed by the party to be bound thereby.

         19. Severability.  If  any of  the provisions of this  Agreement  shall
be held to be invalid, such  holding shall not  in any way whatsoever affect the
validity of the remainder of this Agreement.

         20. Governing Law.  This Agreement shall be governed by, and  construed
in accordance with, the laws of the State of Ohio.

         IN WITNESS  WHEREOF,  the parties have signed this  agreement as of the
day and year first above written.

                                         AMCAST INDUSTRIAL CORPORATION


                                         By:/s/ John H. Shuey
                                         ------------------------------------
                                               John H. Shuey
                                               President

                                         By:/s/ R. William Van Sant
                                         ------------------------------------
                                               R. William Van Sant
                                               Chairman, Compensation Committee

ATTEST:

/s/ Denis G. Daly

---------------------------------
Denis G. Daly,
Secretary

                                         EXECUTIVE
                                         /s/ Leo W. Ladehoff
                                         ------------------------------------
                                         Leo W. Ladehoff



                                       17
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                                    EXHIBIT C

In  calculating  the Net Present Value Amount,  the following  provisions  shall
apply;  (i)  all  remaining  payments  under  this  Agreement  include  (a)  the
installment  payments provided for in Section 6(a), (b) the additional  payments
required under 6(b)(ii) to attain the required $210,000 annual payment and under
Section  6(b)(iii)  to  attain  the  required  annual  payment  of  $105,000  to
Executive's  surviving  spouse but only if  Executive's  spouse is living on the
Determination  Date  and  is  his  designated  beneficiary,  or is  the  primary
beneficiary of a trust or similar  arrangement  which is the named  beneficiary,
under the SERP and (c)  payments  to be made  under the SERP  even  though  such
payments  are  provided  for in the  SERP  and not in this  Agreement;  (ii) the
actuarial principles used in connection with the Qualified Plan shall be used to
establish  the  life  expectancy  of  Executive,  Executive's  spouse,  or their
combined life expectancy,  as the case may be, as of the Determination  Date for
purposes of  establishing  the period over which the  payments  under  Section 6
shall  assumed to be made;  and (iii) an annual  discount rate equal to the PBGC
Discount  Rate shall be used to discount  future  payments to the  Determination
Date.  As used in this Exhibit C, the PBGC  Discount Rate shall mean the average
of the PBGC discount rates used pursuant to Section 417(e)(3)(B) of the Internal
Revenue Code of 1986 as amended, for the three months immediately  preceding the
Determination Date.