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                                                                EXHIBIT 10.15






                         AMCAST INDUSTRIAL CORPORATION
                         -----------------------------


                           1999 STOCK INCENTIVE PLAN
                           -------------------------


                                 PLAN DOCUMENT
                                 -------------























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                           1999 STOCK INCENTIVE PLAN

SECTION 1.  PURPOSE
-------------------

                  The purpose of this 1999 Stock Incentive Plan (the "Plan") is
to promote the long-term success of Amcast Industrial Corporation (the
"Company") by providing financial incentives to key employees of the Company
and its subsidiaries who are in positions to make significant contributions
toward such success. The Plan is designed to attract individuals of outstanding
ability to employment with the Company and its subsidiaries and to encourage
key employees to acquire a proprietary interest in the Company through stock
ownership, to continue employment with the Company and its subsidiaries, and to
render superior performance during such employment. To accomplish the purposes
of the Plan, the Board of Directors of the Company establishes the Plan and
authorizes the Committee referred to in Section 4 to administer the Plan in
such manner and on such conditions as it deems appropriate, subject to the
provisions of the Plan.

SECTION 2.  DEFINITIONS
-----------------------

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Change of Control" means and shall 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 indicating that a group or person, as defined in Rule 13d-3 under said
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 timely filed
as required under the Securities Exchange Act of 1934 or is not required to be
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 Voting Shares of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Shares of the surviving
entity) at least 80% of the total voting power represented by the Voting Shares
of the Company or such surviving entity outstanding immediately after such
merger or consolidation; or (iv) the date shareholders of the Company approve a
plan of






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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.

                  (c) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (d) "Committee" means the committee referred to in Section 4.

                  (e) "Employee" means any full-time key employee of the
Company or any of its Subsidiaries.

                  (f) "Fair Market Value" means the mean of the high and low
sales prices of a Share on the date when the value of a Share is to be
determined, as reported on the New York Stock Exchange Composite Transactions
Tape; or, if no sale is reported for such date, then on the next preceding date
for which a sale is reported; or if the Shares are no longer listed on such
exchange, the determination of such value shall be made by the Committee in
accordance with applicable provisions of the Code and related regulations
promulgated under the Code.

                  (g) "Gross Misconduct" means engaging in any act or acts
involving conduct which violates Company policy or is illegal and which
results, directly or indirectly, in personal gain to the individual involved at
the expense of the Company or a Subsidiary.

                  (h) "Incentive Award" means an Option, Restricted Share
Award, Performance Award, or Stock Appreciation Right granted under the Plan.

                  (i) "Incentive Stock Option" means an Option that is an
Incentive Stock Option, as defined in Section 422 of the Code.

                  (j) "Nonqualified Stock Option" means an Option that is not
an Incentive Stock Option.

                  (k) "Option" means a right to purchase Shares at a specified
price.

                  (l) "Optionee" means the holder of an Option.

                  (m) "Participant" means an Employee selected to receive an
Incentive Award.

                  (n) "Performance Award" means a right to receive Shares,
cash, or a combination thereof, contingent upon the attainment of performance
objectives determined in the discretion of the Committee as more fully set
forth at Section 8 hereof.

                  (o) "Restricted Share Award" means a right to receive Shares
that is nontransferable and subject to substantial risk of forfeiture until
specific conditions are met; "Restricted Shares" means Shares which are the
subject of a Restricted Share Award; and "Restricted Period" shall have the
meaning ascribed to it at Section 7(a).

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                  (p) "Shares" means the Common Shares of the Company.

                  (q) "Stock Appreciation Right" shall have the meaning set
forth at Section 9.

                  (r) "Subsidiary" means any company more than 50% of the
voting stock of which is owned or controlled, directly or indirectly, by the
Company.

                  (s) "Voting Shares" means any securities of the Company which
vote generally in the election of directors.


SECTION 3.  SHARES SUBJECT TO THE PLAN
--------------------------------------

                  (a) MAXIMUM NUMBER - AGGREGATE. The maximum number of Shares
that may be subject to Incentive Awards granted pursuant to the Plan shall be
Four Hundred Fifty Thousand (425,000), subject to adjustment in accordance with
Section 3(c). The Shares which may be issued pursuant to Incentive Awards may
be authorized and unissued Shares or Shares held in the Company's treasury. In
the event of a lapse, expiration, termination, or cancellation of any Incentive
Award granted under the Plan without the issuance of Shares or the payment of
cash, or if Shares are issued under a Restricted Share Award and are reacquired
by the Company as a result of rights reserved upon the issuance thereof, the
Shares subject to or reserved for such Incentive Award shall no longer be
charged against the 425,000 Share maximum and may again be used for new
Incentive Awards.

                  (b) MAXIMUM NUMBER-PER EMPLOYEE. The maximum Incentive Awards
that may be granted to each Employee in each fiscal year of the Company is as
follows:

                           (i) With respect to Options, no more than 50,000 may
                  be granted;

                           (ii) With respect to Restricted Shares (not issued
                  in connection with Performance Awards), no more than $750,000
                  of such Shares may be issued;

                           (iii) With respect to Performance Awards, no more
                  than $750,000 of Performance Shares may be granted (based on
                  the Fair Market Value of Shares on the date the award is
                  granted, not the date the award is earned or paid); and

                           (iv) With respect to Stock Appreciation Rights, no
                  more than 50,000 may be granted.

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                  (c) RECAPITALIZATION ADJUSTMENT. In the event of any change
affecting the Shares by reason of any share dividend or split,
recapitalization, merger, consolidation, spin-off, combination or exchange of
shares or other corporate change, or any distribution to a holder of Shares
other than ordinary cash dividends, the Committee shall make such adjustment,
if any, as it may deem appropriate to avoid dilution in the number and kind of
shares authorized for issuance under the Plan, in the number and kind of shares
covered by Incentive Awards and, in the case of Options, in the option price.

SECTION 4.  ADMINISTRATION
--------------------------

                  (a) COMMITTEE. The Plan shall be administered by a Committee
of the Board, comprised of three or more directors, who shall from time to time
be appointed by, and serve at the pleasure of, the Board. Each director serving
on the Committee shall be a "non-employee director" within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934 and an "outside
director" within the meaning of Section 162(m) of the Code.

                  (b) AUTHORITY. The Committee shall have and exercise all the
power and authority granted to it under the Plan. Subject to the provisions of
the Plan, the Committee shall have authority in its sole discretion from time
to time (i) to designate from Employees the persons who shall be granted
Incentive Awards; (ii) to prescribe such limitations, restrictions and
conditions upon any such awards as the Committee shall deem appropriate,
including establishing and administering performance goals and certifying
whether the performance goals have been attained; (iii) to interpret the Plan
and to adopt, amend and rescind rules and regulations relating to the Plan; and
(iv) to make all other determinations and take all other actions necessary or
advisable for the implementation and administration of the Plan.

                  (c) COMMITTEE ACTIONS. A majority of the Committee shall
constitute a quorum, and the acts of a majority of the members present at a
meeting at which a quorum is present, or acts reduced to or approved in writing
by all members of the Committee, shall be acts of the Committee. All such
actions shall be final, conclusive, and binding. No member of the Committee
shall be liable for any action taken or decision made in good faith relating to
the Plan or any Incentive Award thereunder.

                  (d) INTERPRETATION AND CONSTRUCTION. Any provision of this
Plan to the contrary notwithstanding, (i) certain designated Incentive Awards
under this Plan are intended to qualify as performance-based compensation
within the meaning of Code Section 162(m)(4)(C) and (ii) any provision of the
Plan that would prevent a designated Incentive Award from so qualifying shall
be administered, interpreted and construed to carry out such intention and any
provision that cannot be so administered, interpreted and construed shall to
that extent be disregarded.

SECTION 5.  ELIGIBILITY AND INCENTIVE AWARDS
--------------------------------------------

                  (a) ELIGIBLE EMPLOYEES. The Committee may grant Incentive
Awards to officers and other Employees.

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                  (b) INCENTIVE AWARDS. Incentive Awards may be granted in any
one or more combinations of (i) Incentive Stock Options, (ii) Nonqualified
Stock Options, (iii) Restricted Share Awards, (iv) Performance Awards, and (v)
Stock Appreciation Rights. All Incentive Awards shall be subject to such other
terms and conditions as may be established by the Committee. Determinations by
the Committee under the Plan, including without limitation, designation of
Participants, the form, amount and timing of Incentive Awards, the terms and
provisions of Incentive Awards, and the written agreements evidencing Incentive
Awards, need not be uniform and may be made selectively among Employees who
receive, or are eligible to receive, Incentive Awards hereunder, whether or not
such Employees are similarly situated.

                  (c) EMPLOYMENT. The Plan and the Incentive Awards granted
hereunder shall not confer upon any Employee the right to continued employment
with the Company or affect in any way the right of the Company to terminate the
employment of an Employee at any time and for any reason.

SECTION 6.  OPTIONS
-------------------

                  The Committee may grant Incentive Stock Options and
Nonqualified Stock Options and such Options shall be subject to the following
terms and conditions and such other terms and conditions as the Committee may
prescribe:

                  (a) OPTION PRICE. The option price per Share with respect to
each Option shall be determined by the Committee but shall not be less than the
Fair Market Value of a Share on the date the Option is granted.

                  (b) PERIOD OF OPTION. The period of each Option shall be
fixed by the Committee but in no case may an option be exercised more than ten
years after the date of its grant.

                  (c) EXERCISE OF OPTION. An Option may be exercised with
respect to all Shares covered thereby or may be exercised with respect to a
specified number of Shares over a specified period or periods as determined by
the Committee. Any Shares not purchased during a specified period may be
purchased thereafter at any time prior to the expiration of the Option unless
the Committee determines otherwise. Except as otherwise provided herein, an
Option may be exercised only if the Optionee has been continuously employed by
the Company since the date upon which the Option was granted. Whether
authorized leave of absence or absence for military or governmental service
shall constitute a termination of employment shall be determined by the
Committee.

                  (d) TERMINATION OF EMPLOYMENT. In the event an Optionee
ceases to be employed by the Company for any reason (other than death or Gross
Misconduct), the Optionee may exercise an Option within three months after such
termination of employment to the extent he was entitled to exercise it on the
date of such termination of employment; provided, however,




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that if such Optionee is an officer or director of the Company, such Optionee
may exercise an Option within seven months after such termination of
employment.

                  (e) RETIREMENT. In the event an Optionee ceases to be
employed by the Company because he retires under a retirement plan of the
Company or otherwise retires with the consent of the Company, the Optionee may
exercise an Option within three months after the date of his retirement to the
extent the Option was exercisable on the date of his retirement. The Committee,
however, in its discretion, may provide that any outstanding Option which is
not yet exercisable upon the retirement of the Optionee may become exercisable
and may extend the period after retirement during which any Option may be
exercised.

                  (f) DEATH. In the event an Optionee shall die while employed
by the Company or after his termination of employment with the Company but at a
time that an Option held by him was exercisable, then the Option may be
exercised within one year after the Optionee's death to the extent that the
Optionee was entitled to exercise it on the date of his death, by the person or
persons (including the Optionee's estate) to whom his rights under such an
Option shall have passed by will or by the laws of descent and distribution.

                  (g) LIMITS ON INCENTIVE STOCK OPTIONS. Except as may be
permitted by the Code, the Fair Market Value of Shares (determined at the time
of grant of Options) as to which Incentive Stock Options held by an Optionee
first become exercisable in any calendar year shall not exceed $100,000. In
addition, no Incentive Stock Option shall be granted to an Employee who
possesses, directly or indirectly (within the meaning of Section 424(d) of the
Code), at the time of grant more than 10% of the combined voting power of all
classes of stock of the Company unless the option price is at least 110% of the
Fair Market Value of the Shares subject to the Option on the date such Option
is granted and such Incentive Stock Option is not exercisable after the
expiration of five years from the date of grant.

                  (h) NOTICE OF EXERCISE AND PAYMENT. An Option granted under
the Plan may be exercised by the Optionee giving written notice of exercise to
the Committee. The Option price for the Shares purchased shall be paid in full
at the time such notice is given. An Option shall be deemed exercised on the
date the Committee receives written notice of exercise, together with full
payment for the Shares purchased. The Option price shall be paid to the Company
either in cash, by delivery to the Company of Shares already-owned by the
Optionee or any combination of cash and such Shares. The Committee may,
however, at any time and in its discretion, adopt guidelines limiting or
restricting the use of already-owned Shares to pay all or any portion of the
Option price. In the event already-owned Shares are used to pay all or a
portion of the Option price, the amount credited to payment of the Option price
shall be the Fair Market Value of the already-owned Shares on the date the
Option is exercised.

                  (i) FRACTIONAL SHARES. No fractional shares shall be issued
pursuant to the exercise of an Option, nor shall any cash payment be made in
lieu of fractional shares.

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SECTION 7.  RESTRICTED SHARE AWARDS
-----------------------------------

                  The Committee may issue Shares to an Employee which Shares
shall be subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe in connection with the grant of a
Restricted Share Award:

                  (a) GENERAL. With respect to each grant of Restricted Shares,
the Committee, in its sole discretion, shall determine the period during which
the restrictions set forth at Subsection 7(b) shall apply to the Restricted
Shares (the "Restricted Period").

                  (b) RESTRICTIONS. At the time of grant of Restricted Shares
to an Employee, a certificate representing the number of Shares granted shall
be registered in his name but shall be held by the Company for the account of
the Employee. The Employee shall have the entire beneficial ownership interest
in, and all rights and privileges of a shareholder as to, such Restricted
Shares, including the right to receive dividends and the right to vote such
Restricted Shares, subject to the following restrictions: (i) subject to
Section 7(c), the Employee shall not be entitled to delivery of the Share
certificate until the expiration of the Restricted Period; (ii) none of the
Restricted Shares may be sold, transferred, assigned, pledged, or otherwise
encumbered or disposed of during the Restricted Period; and (iii) all of the
Restricted Shares shall be forfeited and all rights of the Employee to such
Restricted Shares shall terminate without further obligation on the part of the
Company unless the Employee remains in the continuous employment of the Company
for the entire Restricted Period in relation to which such Restricted Shares
were granted, except as provided by Section 7(c). Any Shares received with
respect to Restricted Shares as a result of a recapitalization adjustment
pursuant to Section 3(c) shall be subject to the same restrictions as such
Restricted Shares.

                  (c)      TERMINATION OF EMPLOYMENT.

                           (i) RETIREMENT. If an Employee ceases to be employed
                  by the Company prior to the end of a Restricted Period by
                  reason of normal retirement under a retirement plan of the
                  Company or the Employee otherwise retires with the consent of
                  the Company, the number of Restricted Shares granted to such
                  Employee for such Restricted Period shall be reduced in
                  proportion to the Restricted Period (determined on a
                  quarterly basis) remaining after the Employee ceases to be an
                  Employee and all restrictions on such reduced number of
                  Shares shall lapse. A certificate for such Shares shall be
                  delivered to the Employee in accordance with the provisions
                  of Section 7(d) hereof. The Committee may, if it deems
                  appropriate, direct that the Employee receive a greater
                  number of Shares free of all restrictions but not exceeding
                  the number of Restricted Shares then subject to the
                  restrictions of Section 7(b).

                           (ii) DEATH. If an Employee ceases to be employed by
                  the Company prior to the end of a Restricted Period by reason
                  of death, the Restricted Shares granted to such Employee
                  shall immediately vest in his beneficiary or estate and




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                  all restrictions applicable to such Shares shall lapse. A
                  certificate for such Shares shall be delivered to the
                  Employee's beneficiary or estate in accordance with the
                  provisions of Subsection 7(d).

                           (iii) ALL OTHER TERMINATIONS. If an Employee ceases
                  to be an Employee prior to the end of a Restricted Period for
                  any reason other than retirement or death, the Employee shall
                  immediately forfeit all Restricted Shares then subject to the
                  restrictions of Section 7(b) in accordance with the
                  provisions thereof, except that the Committee may, if it
                  finds that the circumstances in the particular case so
                  warrant, allow an Employee whose employment has so terminated
                  to retain any or all of the Restricted Shares then subject to
                  the restrictions of Section 7(b) and all restrictions
                  applicable to such retained shares shall lapse. A certificate
                  for such retained shares shall be delivered to the Employee
                  in accordance with the provisions of Section 7(d).

                  (d) PAYMENT OF RESTRICTED SHARES. At the end of the
Restricted Period or at such earlier time as provided for in Subsection 7(c),
all restrictions applicable to the Restricted Shares shall lapse and a Share
certificate for a number of Shares equal to the number of Restricted Shares,
free of all restrictions, shall be delivered to the Employee or his beneficiary
or estate, as the case may be. The Company shall not be required to deliver any
fractional Share but will pay, in lieu thereof, the Fair Market Value (measured
as of the date the restrictions lapse) of such fractional Share to the Employee
or his beneficiary or estate, as the case may be.

SECTION 8. PERFORMANCE AWARDS
-----------------------------

                  The Committee may grant to Employees Performance Awards which
shall be subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe in connection with the grant of a
Performance Award:

                  (a) AWARD PERIOD AND PERFORMANCE GOALS. The Committee shall
determine and include in a Performance Award the period of time during which a
Performance Award may be earned ("Award Period"). The Committee may also
establish performance objectives ("Performance Goals") to be met by the
Company, Subsidiary or division during the Award Period as a condition to
payment of the Performance Award. The Performance Goals may include minimum and
optimum objectives or a single set of objectives.

                  With respect to Performance Awards that are intended to
qualify as "performance based" within the meaning of Code Section 162(m)(4)(C),
the Committee shall (i) select the Employees for such Incentive Awards, (ii)
establish in writing the applicable performance goals no later than 90 days
after the commencement of the period of service to which the performance goals
relate (or such earlier or later date as may be the applicable deadline for
compensation payable hereunder to qualify as "performance based" within the
meaning of Code Section 162(m)(4)(C)), and (iii) designate the Performance
Awards that are to qualify as "performance based" within the meaning of Code
Section 162(m)(4)(C).


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                  The Committee shall establish in writing the Performance
Goals for each Award Period which shall be based on any of the following
performance criteria, either alone or in any combination, on either a
consolidated or business unit or divisional level, and which shall include or
exclude discontinued operations and acquisition expenses (e.g., pooling of
interests), as the Committee may determine: level of sales, earnings per share,
income before income taxes and cumulative effect of accounting changes, income
before cumulative effect of accounting changes, net income, return on assets,
return on equity, return on capital employed, total stockholder return, market
valuation, cash flow and completion of acquisitions. The foregoing criteria
shall have any reasonable definitions that the Committee may specify, which may
include or exclude any or all of the following items, as the Committee may
specify: extraordinary, unusual or non-recurring items; effects of accounting
changes; effects of currency fluctuations; effects of financing activities
(e.g., effect on earnings per share of issuing convertible debt securities);
expenses for restructuring or productivity initiatives; non-operating items;
acquisition expenses (e.g., pooling of interests); and effects of divestitures.
Any such performance criterion or combination of such criteria may apply to the
participant's award opportunity in its entirety or to any designated portion or
portions of the award opportunity, as the Committee may specify.

                  (b) NO DISCRETION. With respect to Performance Awards that
are intended to qualify as "performance based" within the meaning of Code
Section 162(m)(4)(C), the Committee has no discretion to increase the amount of
the award due upon attainment of the applicable performance goals. No provision
of this Plan shall preclude the Committee from exercising negative discretion
with respect to any award hereinafter (I.E., to reduce or eliminate the award
payable) within the meaning of Treasury Regulation Section
1.162-27(e)(2)(iii)(A).

                  (c) PERFORMANCE AWARD EARNED. The Performance Awards shall be
expressed in terms of Shares and referred to as "Performance Shares." With
respect to each Performance Award, the Committee shall fix the number of
allocable Performance Shares. The level of Performance Goals attained will
determine the percentage of Performance Shares earned for an Award Period.
After completion of the Award Period, the Committee shall certify in writing
the extent to which the Performance Goals and other material terms applicable
to such award are attained. Unless and until the Committee so certifies, the
Performance Award shall not be paid.

                  (d) PERFORMANCE AWARD PAYMENT. The Committee, in its
discretion, may elect to make payment of the Performance Award in Restricted
Shares, Shares, cash or any combination of the foregoing. If the Performance
Award is paid in Shares or Restricted Shares, the Company shall issue one Share
or Restricted Share for each Performance Share earned. If the Performance Award
is paid in cash, the cash payable shall be equal to the Fair Market Value of
the Performance Shares earned as of the last day of the Award Period.

                  (e) REQUIREMENT OF EMPLOYMENT. A grantee of a Performance
Award must remain in the employment of the Company until the completion of the
Award Period in order to be entitled to payment under the Performance Award;
provided that the Committee may, in its sole discretion, provide for a partial
or full payment of the Performance Award that would have been payable if the
grantee had continued employment for the entire Award Period, which shall




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be paid at the same time as would have been paid if no termination of
employment occurred, but only if and to the extent the exercise of such
discretion does not prevent any designated Incentive Award from qualifying as
"performance based" within the meaning of Code Section 162(m)(4)(C).

                  (f) DIVIDENDS. The Committee may, in its discretion, at the
time of the granting of a Performance Award, provide that any dividends
declared on Shares during the Award Period, and which would have been paid with
respect to Performance Shares had they been owned by a grantee, be (i) paid to
the grantee, or (ii) accumulated for the benefit of the grantee and used to
increase the number of Performance Shares of the grantee.

SECTION 9.  STOCK APPRECIATION RIGHTS
-------------------------------------

                  The Committee may, at any time, in its discretion, grant a
right to receive the appreciation in the Fair Market Value of Shares ("Stock
Appreciation Right") either separately or in tandem with Options. Stock
Appreciation Rights shall be subject to the following terms and conditions and
such other terms and conditions as the Committee may prescribe:

                  (a) TIME AND PERIOD OF GRANT. If a Stock Appreciation Right
is granted in tandem with an Option, it may be granted at the time the Option
is granted or at any time thereafter but prior to the expiration of the Option.
If a Stock Appreciation Right is granted in tandem with an Option, at the time
the Stock Appreciation Right is granted, the Committee may limit the exercise
period for such Stock Appreciation Right, before and after which period no
Stock Appreciation Right shall attach to the related Option. If a Stock
Appreciation Right is granted separately from an Option, the period for
exercise of the Stock Appreciation Right shall not exceed ten years from the
date of grant.

                  (b) VALUE OF STOCK APPRECIATION RIGHT. If a Stock
Appreciation Right is granted in tandem with an Option, the Optionee will be
entitled to surrender the Option which is then exercisable and receive in
exchange therefor an amount in cash equal to the excess of the Fair Market
Value of a Share on the date the election to surrender is received by the
Committee over the Option price multiplied by the number of Shares covered by
the Option or portion thereof which is surrendered. In the event a Stock
Appreciation Right granted in tandem with an Option is exercised, the right of
the Optionee to exercise the related Option shall be canceled to the extent
Shares covered by such Option are used to calculate cash paid upon exercise of
the related Stock Appreciation Right. If a Stock Appreciation Right is granted
separately from an Option, the Optionee will receive upon exercise of the Stock
Appreciation Right an amount in cash equal to the excess of the Fair Market
Value of a Share on the date the election to exercise such Stock Appreciation
Right is received by the Committee over the Fair Market Value of a Share on the
date of grant multiplied by the number of Shares as to which the Stock
Appreciation Right is being exercised.

                  (c) EXERCISE OF RIGHTS AND PAYMENT. A Stock Appreciation
Right which is in tandem with an Option may be exercised when the related
Option is exercisable, provided,




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however, such a Stock Appreciation Right may only be exercised on a date or
dates on which the Fair Market Value of a Share exceeds the option price per
Share applicable to the related option. A Stock Appreciation Right which is
granted separate from an Option may be exercised at such times as specified in
the written instrument evidencing such right. Notwithstanding the foregoing, an
officer or director of the Company may only exercise a Stock Appreciation Right
in accordance with the provisions of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934. An Employee may exercise a Stock Appreciation
Right by giving written notice of exercise, specifying the number of Shares as
to which the right is exercised, to the Committee. Provided the exercise is
valid and in accordance with the terms of the Plan, the Company shall promptly,
after the receipt of such a notice, pay to the Employee the cash to which he is
entitled.

SECTION 10.  NON-ASSIGNABILITY OF INCENTIVE AWARDS
--------------------------------------------------

                  No Incentive Award granted under the Plan shall be assigned,
transferred, pledged, or otherwise encumbered by an Employee, otherwise than by
will, by designation of a beneficiary after death, or by the laws of descent
and distribution, or be made subject to execution, attachment or similar
process. Each Incentive Award shall be exercisable during the Employee's
lifetime only by the Employee or, if permissible under applicable law, by the
Employee's guardian or legal representative.

SECTION 11.  CHANGE OF CONTROL
------------------------------

                  (a) GENERAL. In order to maintain all of the Employee's
rights in the event of a Change of Control of the Company, the Committee, in
its sole discretion, may, as to any Incentive Award, either at the time that an
Incentive Award is made or any time thereafter, take any one or more of the
following actions:

                           (i) provide for the acceleration of any time periods
                  relating to the exercise or realization of any such award, so
                  that such award may be exercised or realized in full on or
                  before a date fixed by the Committee,

                           (ii) provide for the purchase of any such award by
                  the Company, upon an Employee's request, for an amount of
                  cash equal to the amount that could have been attained upon
                  the exercise of such award or realization of such Employee's
                  rights had such award been currently exercisable or payable,

                           (iii) make such adjustment to any such award then
                  outstanding as the Committee deems appropriate to reflect a
                  Change of Control, or

                           (iv) cause any such award then outstanding to be
                  assumed, or new rights substituted therefor, by the acquiring
                  or surviving corporation, if any, in connection with a Change
                  of Control.

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                  (b) OPTIONS. All outstanding Options which are not yet
exercisable shall become immediately exercisable in full in the event of a
Change of Control of the Company.

SECTION 12.  TAXES
------------------

                  (a) WITHHOLDING FOR TAXES. The Company shall be entitled, if
necessary or desirable, to withhold the amount of any tax attributable to any
amounts payable under any Incentive Award and the Company may defer making
payment of any Incentive Award if any such tax, charge, or assessment may be
pending until indemnified to its satisfaction.

                  (b) USE OF SHARES FOR TAX WITHHOLDING PAYMENTS. With the
approval of the Committee, Shares may be used in lieu of cash to pay all or any
part of the mandatory federal, state or local withholding tax payments to be
made by the Employee in connection with an Incentive Award, as follows:

                           (i) NONQUALIFIED STOCK OPTIONS. (a) The holder of a
                      Nonqualified Stock Option may elect to have the Company
                      retain from the Shares to be issued upon exercise of such
                      an option Shares having a Fair Market Value equal to the
                      withholding tax to be paid; or (b) the holder of a
                      Nonqualified Stock Option may deliver to the Company
                      already-owned Shares having a Fair Market Value equal to
                      the withholding tax to be paid and in such case, the
                      election to use already-owned Shares for such purpose and
                      the exercise of the Nonqualified Stock Option may occur
                      at any time.

                           (ii) RESTRICTED SHARE AWARDS. If withholding taxes
                      are required to be paid at the time Restricted Shares are
                      delivered to an Employee or at the expiration of the
                      Restricted Period, then the Employee may pay such taxes
                      by delivering to the Company already-owned Shares having
                      a Fair Market Value equal to the amount of the
                      withholding tax being paid by the use of already-owned
                      Shares.

                           (iii) PERFORMANCE SHARES. If withholding taxes are
                      required to be paid at the time Shares are delivered to
                      an Employee as a Performance Award, then the Employee may
                      pay such taxes by delivering to the Company already-owned
                      Shares having a Fair Market Value equal to the amount of
                      the withholding tax being paid by the use of
                      already-owned Shares.

SECTION 13.  COMPLIANCE WITH LAWS AND EXCHANGE REQUIREMENTS
-----------------------------------------------------------

                  No Option or Stock Appreciation Right shall be granted and no
Shares shall be issued in connection with any Incentive Award unless the grant
of the Option or the Stock Appreciation Right and the issuance and delivery of
Shares or cash pursuant to the Incentive




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<PAGE>   14

Award shall comply with all relevant provisions of state and federal law,
including, without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed.

SECTION 14.  AMENDMENT AND TERMINATION OF PLAN
----------------------------------------------

                  (a) AMENDMENT. The Board may from time to time amend the
Plan, or any provision thereof, in such respects as the Board may deem
advisable except that it may not amend the Plan without shareholder approval so
as to:

                           (i) increase the maximum number of Shares that may
                  be issued under the Plan except in accordance with Section
                  3(c);

                           (ii) permit the granting of Options with exercise
                  prices lower than those specified in Section 6;

                           (iii) materially modify the requirements as to
                  eligibility for participation in the Plan; or

                           (iv) prevent future grant of Incentive Awards to
                  qualify as "performance based" within the meaning of Section
                  162(m)(4)(C) of the Code.

                  (b) TERMINATION. The Board may at any time terminate the
Plan.

                  (c) EFFECT OF AMENDMENT OR TERMINATION. Any amendment or the
termination of the Plan shall not adversely affect any Incentive Award
previously granted nor disqualify an Incentive Award from being treated as
"performance based" within the meaning of Section 162(m)(4)(C) of the Code.
Incentive Awards outstanding at the time that the Plan is amended or terminated
shall remain in full force and effect as if the Plan had not been amended or
terminated.

SECTION 15.  NOTICES
--------------------

                  Each notice relating to the Plan shall be in writing and
delivered in person or by certified or registered mail to the proper address.
Each notice to the Committee shall be addressed as follows: Amcast Industrial
Corporation, 7887 Washington Village Drive, Post Office Box 98, Dayton, Ohio
45401-0098, Attention: Compensation Committee. Each notice to a Participant
shall be addressed to the Participant at the address of the Participant
maintained by the Company on its books and records. Anyone to whom a notice may
be given under this Plan may designate a new address by written notice to the
other party to that effect.




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<PAGE>   15



SECTION 16.  BENEFITS OF PLAN
-----------------------------

                  This Plan shall inure to the benefit of and be binding upon
each successor of the Company. All rights and obligations imposed upon a
Participant and all rights granted to the Company under this Plan shall be
binding upon the Participant's heirs, legal representatives and successors.

SECTION 17.  PRONOUNS AND PLURALS
---------------------------------

                  All pronouns shall be deemed to refer to the masculine,
feminine, singular or plural, as the identity of the person or persons may
require.

SECTION 18.  SHAREHOLDER APPROVAL AND TERM OF PLAN
--------------------------------------------------

                  (a) The Plan shall become effective upon its adoption by the
Board. No payment of cash or Shares in connection with an Incentive Award shall
be made, and no Option shall be exercised, prior to the approval of the Plan by
the affirmative vote of the holders of a majority of the outstanding Shares
present, in person or by proxy, and entitled to vote at an annual meeting of
the shareholders of the Company. Unless the Plan shall be so approved by the
shareholders of the Company at the next annual meeting after its adoption by
the Board, the Plan shall terminate and all Incentive Awards granted under the
Plan shall be canceled.

                  (b) Unless sooner terminated under Section 14, the Plan shall
be in effect from the date of its adoption by the Board and automatically
terminate on the tenth anniversary of its adoption by the Board.

---------------------

(1)        The Plan was approved by the Board on August 25, 1999.






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