Exhibit 10.17

                   Amcast Industrial Corporation (letterhead)


                                                                Appendix A


April 1, 2002

Joseph R. Grewe
625 Club Drive
Aurora, Ohio 44202

Dear Joe:

         Amcast  Industrial  Corporation,  an Ohio  corporation  (the  Company),
considers the  establishment  and maintenance of a sound and vital management to
be essential to protecting  and enhancing the best  interests of the Company and
its shareholders.  In this regard,  the Company  recognizes that, as is the case
with  many  publicly  held  corporations,  the mere  possibility  of a change in
control may raise  distracting and disrupting  uncertainties and questions among
management  personnel,  may  interfere  with their  whole-hearted  attention and
devotion  to the  performance  of  their  duties,  and may  even  lead to  their
departure,  all to the  detriment  of the best  interests of the Company and its
shareholders.  Accordingly,  the Board of Directors of the Company (the "Board")
has determined that the best interests of the Company and its shareholders would
be served by assuring to certain executives of the Company,  including yourself,
the protection  provided by an agreement which defines the respective rights and
obligations  of the Company and the  executive  in the event of  termination  of
employment subsequent to a change in control of the Company.

         In order to induce  you to remain in the  employ of the  Company,  this
letter agreement sets forth certain of the severance  benefits which the Company
agrees  will be provided  to you in the event your  employment  with the Company
[or, in the case of a transaction  described in clause (iv) of paragraph 2, with
the  successor to the Company (a  "Successor")]  is  terminated  subsequent to a
change in control of the Company under the circumstances described below.

         Except  where  the  context  otherwise  indicates,   the  term  Company
hereinafter includes the Company and any Successor.

         1. OPERATION AND TERM OF AGREEMENT. This agreement,  although effective
immediately, shall not become operative unless and until there has been a change
in control of the Company.  None of the  provisions of this  agreement  shall be
applicable to any termination of your employment,  however  occurring,  which is
effective  prior to a change in control of the  Company.  This  agreement  shall
continue  until the later of December 31, 2004 or two years after the occurrence
of a change in control of the Company, provided such change in control occurs on
or before  December  31, 2004,  subject to extension  beyond that date by mutual
written consent. The Company will review this agreement with you between January
1, 2003 and July 31,  2003,  for the  purpose of  determining  whether or not an
extension  beyond  December 31, 2004 is mutually  agreeable  and, if so, on what
basis and for how long.

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Joseph R. Grewe
April 1, 2002
Page 2

         2. CHANGE IN CONTROL.  No benefits  shall be payable  hereunder  unless
there shall have been a change in control of the  Company,  as set forth  below,
and your  employment  with the Company shall  thereafter have been terminated in
accordance with paragraph 3 below. For purposes of this agreement,  a "change in
control"  of the  Company  shall mean and be deemed to have  occurred on (i) the
date upon which the Company is provided a copy of a Schedule 13D, filed pursuant
to  Section  13(d)  of the  Securities  Exchange  Act of 1934  (the  1934  Act),
indicating that a group or person,  as defined in Rule 13d-3 under the 1934 Act,
has become the beneficial owner of 20% or more of the outstanding  Voting Shares
of the Company or the date upon which the Company  first learns that a person or
group has become the beneficial  owner of 20% or more of the outstanding  Voting
Shares of the Company if a Schedule 13D is not filed;  (ii) the date of a change
in  the  composition  of  the  Board  of  Directors  of the  Company  such  that
individuals  who were  members of the Board of  Directors  on the date two years
prior to such change (or who were subsequently  elected to fill a vacancy in the
Board,   or  were   subsequently   nominated   for  election  by  the  Company's
shareholders,  by the affirmative  vote of at least  two-thirds of the directors
then  still in  office  who were  directors  at the  beginning  of such two year
period)  no  longer  constitute  a  majority  of the Board of  Directors  of the
Company;  (iii) the date the  shareholders  of the  Company  approve a merger or
consolidation of the Company with any other corporation,  other than a merger or
consolidation  which  would  result in the  holders of the Voting  Shares of the
Company outstanding immediately prior to the merger or consolidation  continuing
to own immediately  after the merger or consolidation  80% or more of the Voting
Shares  of the  Company  or the  surviving  entity,  if the  Company  is not the
surviving entity in the merger or  consolidation;  or (iv) the date shareholders
of the  Company  approve a plan of  complete  liquidation  of the  Company or an
agreement for the sale or disposition by the Company of all or substantially all
the Company's  assets.  "Voting Shares" means any securities of the Company that
vote generally in the election of directors.

         3. TERMINATION FOLLOWING CHANGE IN CONTROL.
            ---------------------------------------

         (A) If any of the events described in paragraph 2 constituting a change
in  control  of the  Company  shall  have  occurred,  then  upon any  subsequent
termination  of your  employment  at any time  within  two years  following  the
occurrence of such event, you shall be entitled to the benefits provided by this
agreement,  as set forth in paragraph 5, unless such  termination  is (i) by the
Company  for  Cause or  because  of your  Disability,  or (ii)  because  of your
Retirement,  or (iii) by you other than for Good Reason, or (iv) because of your
death.

         (B) As  used in this  agreement,  the  terms  Cause,  Retirement,  Good
Reason, and Disability shall have the meanings set forth below:

                  (i) Cause.  "Cause"  shall mean (a) the willful and  continued
         failure by you to  substantially  perform  your duties with the Company
         (other than any such  failure  resulting  from your  physical or mental
         illness or other  physical  or mental  incapacity),  after a demand for
         substantial  performance  is  delivered  to  you  by  the  Board  which
         specifically identifies the manner in which the Board believes that you
         have  not  substantially  performed  your  duties,  or (b) the  willful
         engaging  by  you  in  gross   misconduct   which  is  materially   and

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Joseph R. Grewe
April 1, 2002
Page 3


         demonstrably  injurious to the Company resulting or intended to result,
         directly or  indirectly,  in  substantial  personal gain or substantial
         personal enrichment at the expense of the Company. For purposes of this
         subparagraph,  no act,  or  failure  to  act,  on your  part  shall  be
         considered  willful  unless done,  or omitted to be done, by you not in
         good faith and without  reasonable  belief that your action or omission
         was  in  the  best  interests  of  the  Company.   Notwithstanding  the
         foregoing,  Cause  shall not be deemed to exist  unless and until there
         shall have been delivered to you a copy of a resolution duly adopted by
         the affirmative  vote of not less than  three-fourths  of the number of
         directors  then in office at a meeting of the Board called and held for
         that purpose (after  reasonable  notice to you and an  opportunity  for
         you, together with your counsel, to be heard before the Board), finding
         that in the good faith  opinion of the Board you were guilty of conduct
         set forth  above in clauses  (a) or (b) of the first  sentence  of this
         subparagraph and specifying the particulars thereof in detail.

                  (ii)  Retirement.  "Retirement"  shall mean  cessation of your
         employment  in  accordance   with  the  Company's   retirement   policy
         (including   early   retirement)   generally   applicable  to  salaried
         employees,  or in  accordance  with  any  retirement  arrangement  with
         respect to you established with your consent.

                  (iii) Good Reason. "Good Reason" shall mean:
                        -----------

                           (a) The assignment to you of any duties  inconsistent
                  with your position,  duties,  responsibilities and status with
                  the  Company  immediately  prior to a change in control of the
                  Company,  or a change in your  responsibilities,  as in effect
                  immediately prior to a change in control of the Company, which
                  materially  diminishes your  responsibilities with the Company
                  when  considered as a whole, or any removal of you from or any
                  failure to re-elect  you to any of such  positions or offices;
                  provided,  however,  that the foregoing  shall not  constitute
                  Good Reason if done in  connection  with  termination  of your
                  employment  because of your Retirement,  or by the Company for
                  Cause or because of your Disability,  or by you other than for
                  Good Reason.

                           (b) A reduction  by the Company of your then  current
                  annual base  salary or, if higher,  your annual base salary as
                  in effect at the time of the change in control of the Company.

                           (c)  Failure by the Company to continue in effect any
                  benefit,  incentive  compensation,   pension,  employee  stock
                  ownership,  stock option, life insurance,  medical, health and
                  accident, or disability plan in which you are participating at
                  the  time of a  change  in  control  of the  Company  or plans
                  providing  you with  substantially  similar  benefits,  or the
                  taking of any  action by the  Company  which  would  adversely
                  affect  your   participation  in  or  materially  reduce  your
                  benefits  under  any  of  such  plans  or  deprive  you of any
                  material  fringe  benefit  enjoyed  by you at the  time of the
                  change  in  control  of the  Company,  or the  failure  by the

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Joseph R. Grewe
April 1, 2002
Page 4

                  Company to provide you with the number of paid  vacation  days
                  to which you would then be  entitled  in  accordance  with the
                  Company's  vacation policy in effect at the time of the change
                  in control of the Company.

                           (d)  The   relocation  of  the  Company's   principal
                  executive  offices to a location  outside  Montgomery  County,
                  Ohio, if at the time of a change in control of the Company you
                  are based at the Company's principal executive offices.

                           (e) The Company's  requiring you to be based anywhere
                  other than the  location  where you are based at the time of a
                  change in control of the Company,  if the same requires you to
                  relocate  your  principal  residence;  or,  in the  event  you
                  consent to being based anywhere other than such location,  the
                  failure  by the  Company  to pay (or  reimburse  you  for) all
                  reasonable  moving  expenses  incurred  by you  relating  to a
                  change of your  principal  residence in  connection  with such
                  relocation  and to indemnify  you against any loss [defined as
                  the  difference  between  the  higher  of (1)  your  aggregate
                  investment  in such  residence or (2) the fair market value of
                  such  residence,  as  determined  by a real  estate  appraiser
                  designated by you and reasonably  satisfactory to the Company,
                  and  the  actual  sale  price  of  such  residence  after  the
                  deduction  of all real  estate  brokerage  charges and related
                  selling expenses]  realized upon the sale of such residence in
                  connection with any such change of residence.

                           (f) The Company's  requiring you to perform duties or
                  services which  necessitate  absence overnight from your place
                  of  residence,  because of travel  involving  the  business or
                  affairs  of  the  Company,   to  a  degree  not  substantially
                  consistent  with the extent of such  absence  necessitated  by
                  such  travel  during the period of twelve  months  immediately
                  preceding  a change in control of the  Company,  except to the
                  extent that such travel or absence is in  connection  with the
                  finalization  of the  transaction  resulting  in the change of
                  control, and does not continue for more than 90 days after the
                  final closing of the transaction.

                           (g)  The   failure  of  the  Company  to  obtain  the
                  assumption  of this  agreement by any Successor as provided in
                  paragraph 7 hereof.

                           (h) The  Company's  termination  of  your  employment
                  without satisfying any applicable  requirements of paragraph 4
                  and subparagraph B (i) above.

                  (iv)  Disability.  "Disability"  shall mean your  inability to
         perform the duties required of you on a full-time basis for a period of
         six  consecutive  months because of physical or mental illness or other
         physical or mental  disability or  incapacity,  followed by the Company
         giving you thirty days'  written  notice of its  intention to terminate
         your employment by reason thereof, and your failure because of physical
         or mental illness or other physical or mental  disability or incapacity
         to resume the full-time  performance  of your duties within such period
         of  thirty  days and  thereafter  perform  the same for a period of two
         consecutive months.

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Joseph R. Grewe
April 1, 2002
Page 5

         (C) During any period of time  subsequent to a change in control of the
Company,  if you fail to perform  your  duties as a result of physical or mental
illness or other physical or mental disability or incapacity, you shall continue
to receive  your full  salary at your  annual  base  salary rate then in effect,
together with incentive  compensation  (as defined in paragraph 5(A) accrued but
not paid prior to your Date of  Termination) as defined in paragraph 5 until you
return to work or your  employment  with the  Company is  terminated;  provided,
however,  that any amount  otherwise  payable for any period of time pursuant to
this  subparagraph  (C) shall be reduced by any payment or payments  you receive
for such period of time under any employee salary  continuation plan or employee
disability insurance plan maintained by the Company no part of the cost of which
was paid or is payable by you.

         (D) If subsequent to a change in control of the Company your employment
is  terminated  by the  Company for Cause,  the Company  shall pay you your full
salary through the Date of Termination at your annual base salary rate in effect
at the time  Notice of  Termination  is given,  and you shall also  receive  all
accrued or vested benefits of any kind to which you are, or would otherwise have
been,  entitled through the Date of Termination (as defined in paragraph 4), and
the  Company  shall  thereupon  have no  further  obligation  to you under  this
agreement.

         4. NOTICE AND DATE OF TERMINATION.
            ------------------------------

         (A) Any  termination  of your  employment  subsequent  to a  change  in
control of the Company shall be  consummated  by written  Notice of  Termination
given  to  the  other  party.  For  purposes  of  this  agreement,   "Notice  of
Termination"  shall  mean a  notice  that  indicates  the  specific  termination
provision or provisions in this agreement relied upon, if any, and sets forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of your employment.

         (B)  "Date  of  Termination"  shall  mean  (i) if  your  employment  is
terminated  by the  Company  for  Cause,  the date  specified  in the  Notice of
Termination  or the  date on which  the  meeting  of the  Board  referred  to in
subparagraph 3(B)(i) is concluded,  whichever date is the later; or (ii) if your
employment  is  terminated  for any other  reason,  the date on which  Notice of
Termination is given or the effective date specified in the Notice, whichever is
later.  For purposes of this agreement,  termination of your employment shall be
deemed to have occurred within two years following the occurrence of a change in
control  of the  Company  if the Date of  Termination  is within  such  two-year
period.


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Joseph R. Grewe
April 1, 2002
Page 6


         5. COMPENSATION AND BENEFITS UPON TERMINATION.
            ------------------------------------------

         (A) "Incentive Compensation" shall mean the annual cash payment awarded
under the Annual Incentive  Program ("AIP") or other plan which replaces the AIP
but not including any awards under any stock option,  stock grant, stock rights,
or  similar  plan or any  award  under any  company  sponsored  profit  sharing,
pension, 401k, or similar savings plan.

          (B) The  compensation  and  benefits to be provided to you pursuant to
paragraph 3 of this  agreement  upon  termination  of your  employment  with the
Company under  specified  circumstances  within two years  following a change in
control of the Company include the following:

                  (i)  Subject to the  provisions  of  paragraph  8 hereof,  the
         Company  shall pay to you as severance pay in a lump sum in cash on the
         Date of Termination, the following amounts:

                           (a) Your full salary  through the Date of Termination
                  at your  annual  base salary rate in effect at the time Notice
                  of  Termination  is given;  and also the  amount of  Incentive
                  Compensation to any completed period or periods which has been
                  earned by or awarded to you but which has not yet been paid to
                  you.

                           (b) In lieu of any further salary payments to you for
                  periods subsequent to the Date of Termination,  an amount (the
                  Additional  Compensation Payment) equal to two hundred percent
                  (200%) of the sum of your  annual  base  salary at the rate in
                  effect as of the Date of  Termination  (or, if higher,  at the
                  rate in effect at the time of the change in  control)  plus an
                  amount  equal to two  hundred  percent  (200%) at the  average
                  annual amount awarded to you as Incentive Compensation for the
                  two years immediately preceding the year during which the Date
                  of Termination occurs (whether or not fully paid).

                           (c) An amount in cash equal to the  aggregate  spread
                  between the exercise  prices of all options  granted to you by
                  the Company ("Options") which are then outstanding, whether or
                  not then  fully  exercisable,  and the  higher of (a) the Fair
                  Market Value of Common Share of the Company ("Company Shares")
                  on the  Date of  Termination  or (b)  the  average  price  per
                  Company  Share  actually  paid  by  the  acquiring   party  in
                  connection with any change in control of the Company.  As used
                  in this  subparagraph,  "Fair Market  Value" shall mean (1) in
                  the event the Company  Shares are listed on any exchange or in
                  the NASD National  Market System,  the last sale price on such
                  exchange or System on the Date of Termination (or last trading
                  date  prior  thereto)  or, if there are no sales on such date,
                  the mean between the  representative  bid and asked prices for
                  Company  Shares  on such  exchange  or  System at the close of
                  business  on such date or (2) in the event  that there is then
                  no public market for the Company Shares or that trading in the
                  Company  Shares is sporadic  and the mean  between any bid and
                  asked prices is not  representative  of fair market value, the
                  fair  market  value  of  the  Company  Shares   determined  in
                  accordance with  ss.2031-2(f)  of the Treasury  Regulations or
                  any successor provision thereto.  Any Option for which payment
                  is made  as  prescribed  in this  subparagraph  (c)  shall  be
                  canceled effective upon the making of such payment.

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Joseph R. Grewe
April 1, 2002
Page 7

                           (d) All legal fees and expenses  reasonably  incurred
                  by  you  in  good  faith  as  a  result  of  such  termination
                  (including  all such fees and  expenses,  if any,  incurred in
                  contesting or disputing any such  termination or in seeking to
                  obtain  or  enforce  any  right or  benefit  provided  by this
                  agreement).

                           (e)  Interest  at the rate of 10  percent  per annum,
                  compounded  daily from the due date of any payment required to
                  be made by the Company  under any  provision of the  agreement
                  through the date such payment is actually made.

                  (ii)The Company shall, at its expense,  maintain in full force
         and effect for your  continued  benefit  all life  insurance,  medical,
         health, and accident plans, programs and arrangements in which you were
         entitled to participate at the time of the change in control,  provided
         that your continued  participation  is possible under the terms of such
         plans,  programs and  arrangements.  In the event that the terms of any
         such  plan,  program,  or  arrangement  do not  permit  your  continued
         participation or that any such plan, program or arrangement has been or
         is discontinued or the benefits  thereunder have been or are materially
         reduced, the Company shall arrange to provide, at its expense, benefits
         to you which are substantially similar to those which you were entitled
         to receive under such plan,  program or  arrangement at the time of the
         change in control.  The Company's  obligation  under this  subparagraph
         (ii) shall  terminate on the earliest of the following  dates:  (a) the
         second  anniversary  date of the Date of  Termination,  (b) the date an
         essentially  equivalent and no less favorable benefit is made available
         to you by a  subsequent  employer  or (c) the date that would have been
         your normal retirement date under the Company's defined benefit pension
         plan for salaried employees had you remained employed by the Company.

                  (iii)In the event that because of their  relationship  to you,
         members of your  family or other  individuals  are covered by any plan,
         program,   or  arrangement   described  in   subparagraph   (ii)  above
         immediately prior to the Date of Termination,  the provisions set forth
         in  subparagraph  (ii) shall  apply  equally to require  the  continued
         coverage of such persons; provided, however, that if under the terms of
         any such plan, program or arrangement any such person would have ceased
         to be eligible for  coverage  during the period in which the Company is
         obligated to continue  coverage for you, nothing set forth herein shall
         obligate  the Company to continue to provide  coverage  for such person
         beyond  the  date  such  coverage  would  have  ceased  even if you had
         remained an employee of the Company.

                  (iv)The  Company shall enable you to purchase the  automobile,
         if any, which the Company was providing for your use at the time Notice
         of  Termination  was  given  at the  wholesale  value as set out in the
         latest  Black Book  published  by National  Auto  Research  Division of
         Hearst Business Media Corporation, of such automobile at such time.

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Joseph R. Grewe
April 1, 2002
Page 8


         (C) If an event  constituting  Good Reason  shall  occur,  you shall be
entitled to the  compensation  and  benefits  described in (A) above only if you
give a Notice of  Termination  with  respect  thereto  within 90 days  after the
occurrence of such event,  regardless  of whether there has been an  intervening
termination of your employment by the Company or otherwise.

         (D) You shall not be  required  to  mitigate  the amount of any payment
provided  for in this  agreement  by seeking  other  employment  or other- wise;
provided,  however,  that in the event that you shall obtain other employment at
any  time  within  the  two-year  period  immediately  following  your  Date  of
Termination,  20% of all  earnings  obtained by reason of such other  employment
during the two-year period immediately  following your Date of Termination shall
be payable to the Company in full  satisfaction  of any  obligation  you have to
mitigate  payment  made to you by the  Company.  Upon  obtaining  any such other
employment,  you,  within thirty (30) days thereof,  shall notify the Company in
writing of such  other  employment  and the  aggregate  compensation  (including
Incentive  Compensation,  bonuses  and all  other  forms of cash and  contingent
remuneration)  to  which  you  will be  entitled.  During  the  two-year  period
immediately  following your Date of Termination,  you shall provide the Company,
on or before April 15 of each year in such two-year  period,  a photostatic copy
of your  federal  income  tax  return  (including  all  schedules  and  exhibits
thereto),  as filed with the Internal Revenue Service for the preceding calendar
year.

         6. RIGHTS AS FORMER EMPLOYEE. Nothing contained in this agreement shall
be  construed  as  preventing  you,  and shall not prevent  you,  following  any
termination of your employment  whether pursuant to this agreement or otherwise,
from thereafter  participating  in any benefit or insurance  plans,  programs or
arrangements (including without limitation, any retirement plans or programs) in
the same  manner and to the same  extent  that you would have been  entitled  to
participate as a former employee of the Company had this agreement not have been
executed,  except,  however, you shall not be entitled to any severance payments
under any severance pay programs of the Company  (other than this  agreement) if
you are paid the benefits provided for under this agreement.

         7. SUCCESSORS.  The Company shall 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 you, 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 it if no such succession had taken place.  Failure of the
Company to obtain such agreement prior to the  effectiveness  of such succession
shall be a breach of this agreement and shall entitle you to  compensation  from
the  Company in the same  amount and on the same terms as you would be  entitled
hereunder if you terminated  your  employment  for Good Reason,  except that for
purposes of  implementing  the foregoing,  the date on which any such succession
becomes effective shall be deemed the Date of Termination.  This agreement shall
inure  to  the  benefit  of  and  be  enforceable  by  your  personal  or  legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees  and  legatees.  If you should  die while any  amounts  would  still be
payable to you hereunder if you had continued to live, all such amounts,  unless
otherwise provided herein, shall be paid to such beneficiary or beneficiaries as
you shall have  designated by written  notice  delivered to the Company prior to
your death or, failing such written notice, to your estate.

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Joseph R. Grewe
April 1, 2002
Page 9

          8. SAVINGS CLAUSE.
             --------------

         (A)  The  Deficit  Reduction  Act of  1984  added  Section  280G to the
Internal Revenue Code of 1954, as amended (the Code). Section 280G imposes a 20%
excise tax on excessive  compensation received by, and denies a deduction to the
corporation  for the amount of excess  compensation  paid to,  employees who are
officers,  shareholders,  or  highly  compensated  individuals  as a result of a
change in the  ownership  or  effective  control  of the  corporation  or in the
ownership of a substantial portion of the assets of the corporation. In general,
payments to an individual that are contingent on a change in control will not be
treated as  excessive  if such  payments  do not exceed  three times the average
annual  compensation  received by such  individual  over the five calendar years
preceding the year in which the change in control  occurred.  The  provisions in
subparagraph  (B) of this  paragraph  8 are  designed  to  maximize  the amounts
payable to you pursuant to this agreement or otherwise that are contingent  upon
a change of control of the Company.

         (B) In the event that it is determined  that any payment by the Company
to or for your benefit  (whether  paid or payable  pursuant to the terms of this
agreement or otherwise) would be subject to the 20% tax pursuant to Section 4999
of the Code, then the aggregate  present value of amounts payable to or for your
benefit pursuant to this agreement (such payments pursuant to this agreement are
hereinafter referred to as "Agreement Payments") shall be reduced to the Reduced
Amount. For purposes of this subparagraph, the "Reduced Amount" shall be defined
as an amount  expressed in present value that  maximizes  the aggregate  present
value of Agreement  Payments  without  causing any payments to be subject to the
20% tax pursuant to Section 4999 of the Code.

         9. NOTICES. All notices required or permitted to be given under this
agreement shall be in writing and shall be mailed (postage prepaid by either
registered or certified mail) or delivered:

If to the Company, addressed to:    Amcast Industrial Corporation
                                    7887 Washington Village Drive
                                    Dayton, Ohio 45459
                                    Attention: Chief Executive Officer

and if to you, addressed to:                Joseph R. Grewe
                                            625 Club Drive
                                            Aurora, Ohio 44202

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Joseph R. Grewe
April 1, 2002
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Either  party may  change the  address to which  notices to such party are to be
directed  by  giving  written  notice of such  change to the other  party in the
manner specified in this paragraph.  All notices,  including without limitation,
any Notice of  Termination,  shall be deemed to have been given upon the date of
actual receipt of the recipient party.

         10. ARBITRATION.  Any dispute or controversy arising out of or relating
to this agreement shall be settled by arbitration in Dayton, Ohio, in accordance
with the rules then  obtaining  of the  American  Arbitration  Association,  and
judgment  may  be  entered  on  the  arbitrator's  award  in  any  court  having
jurisdiction.

         11.  MISCELLANEOUS.  No  provision of this  agreement  may be modified,
waived, or discharged unless such waiver, modification or discharge is agreed to
in writing, signed by you and such officer of the Company as may be specifically
designated  by the Board.  No waiver by either  party  hereto at any time of any
breach by the other party hereto of, or of  compliance by such other party with,
any condition or provision of this agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have  been  made by  either  party  that  are not set  forth  expressly  in this
agreement.

         12. GOVERNING LAW. The validity, interpretation, construction and
performance of this agreement shall be governed by the laws of the State of
Ohio, without giving effect to the principles of conflicts of law thereof.

         13. VALIDITY. The invalidity or unenforceability of any provision of
this agreement shall not affect the validity or enforceability of any other
provision, which shall remain in full force and effect.

If this letter  correctly sets forth our agreement on the subject matter hereof,
please so confirm by signing and returning the enclosed copy.

Very truly yours,

AMCAST INDUSTRIAL CORPORATION

By:  /s/ Byron O. Pond
     -----------------------
Byron O. Pond
Its:  Chairman of the Board and CEO



Confirmed and Agreed to:
-----------------------

/s/ Joseph R. Grewe
-----------------------
Joseph R. Grewe
Date:  April 1, 2002