EXHIBIT E
            SECOND AMENDED AND RESTATED GUARANTY AGREEMENT - BANK ONE

         THIS AMENDED AND RESTATED  GUARANTY  AGREEMENT - BANK ONE,  dated as of
September __, 2001 (this "Guaranty"),  made by AMCAST INDUSTRIAL CORPORATION, an
Ohio  corporation (the  "Guarantor"),  in favor of BANK ONE,  INDIANA,  NATIONAL
ASSOCIATION ("Bank One").

         Casting  Technology   Company,  an  Indiana  general  partnership  (the
"Company"),  has entered  into a Credit  Agreement of even date  herewith  (such
agreement, as it may be amended from time to time, the "Credit Agreement"), with
Bank One,  pursuant  to which the Bank One has  agreed to  continue  to  provide
certain credit facilities to the Company in an aggregate principal amount not to
exceed $15,356,000.

         The Credit  Agreement is a continuation  of a Credit and  Intercreditor
Agreement  dated August 26, 1999 (as  amended,  the "Prior  Credit  Agreement"),
among,  the Company,  Bank One, The Asahi Bank,  Ltd., and Bank One as agent. In
connection  with the Prior  Credit  Agreement,  the  Guarantor  entered  into an
Amended and Restated  Guaranty  Agreement - Bank One dated as of August 26, 1999
(as amended, the "Prior Guaranty"), in favor of Bank One.

     Amcast Casting  Technologies,  Inc. ("Casting") is a general partner of the
Company, and the Guarantor is the parent corporation of Casting.

         As a condition to the effectiveness of the Bank One's obligations under
the Credit  Agreement,  the  Guarantor is required to enter into this  Guaranty,
amending and restating  the Prior  Guaranty,  to guarantee,  among other things,
certain  obligations  of the Company to Bank One under the Credit  Agreement and
the Notes held and to be held by Bank One.

         The Guarantor has  participated  in the drafting and negotiation of the
Credit Agreement,  the Notes, the Security  Documents,  and all other documents,
agreements,  instruments  and  certificates  furnished  by or on  behalf  of the
Company in connection  therewith (all of the foregoing being herein collectively
referred to as the "Operative Documents"), and the Guarantor has determined that
it is in its  interest  and to its  financial  benefit  that the  parties to the
Operative Documents enter into the transactions contemplated thereby.

         Guarantor and Bank One have entered into an agreement pursuant to which
Bank One agrees to standstill from exercising its rights hereunder for a certain
period of time.

         THEREFORE,  for valuable consideration,  the receipt of which is hereby
acknowledged, and as further consideration, and to induce Bank One to enter into
the transactions  contemplated by the Operative Documents,  the Guarantor agrees
with Bank One as follows:




<PAGE>


         1. Guarantee of  Obligations.  (a) The Guarantor (i) guarantees to Bank
One the prompt payment of the principal of the loans made to the Company by Bank
One as a lender  under the Credit  Agreement  (including  those loans which were
made  pursuant  to the  Prior  Credit  Agreement)  but  in no  event  more  than
$15,356,000  (the  "Commitment")  and any and all accrued and unpaid interest on
the loans and fees on the Commitment  when due,  whether by scheduled  maturity,
acceleration  or  otherwise,  all in  accordance  with the  terms of the  Credit
Agreement and the Notes held and to be held by Bank One, and (ii) agrees to make
prompt payment,  on demand,  of any and all costs and expenses  incurred by Bank
One in connection  with enforcing the  obligations  of the Guarantor  hereunder,
including without  limitation,  the reasonable fees and disbursements of counsel
(all  of  the  foregoing  being  collectively  referred  to as  the  "Guaranteed
Obligations").

         (b) If for any reason any of the  Guaranteed  Obligations  shall not be
paid in full when the same becomes due and payable,  the Guarantor undertakes to
pay forthwith  each such amount to Bank One  regardless of any defense or setoff
or  counterclaim  which the Company may have or assert,  and  regardless  of any
other  condition or  contingency.  If the  Guarantor  shall make any payments in
respect of the  Guaranteed  Obligations,  the Guarantor  shall be subrogated pro
tanto to the rights of Bank One in connection therewith, provided, however, that
no such rights of subrogation  or any other rights of the Guarantor  against the
Company in connection with the transactions  contemplated hereby shall accrue or
be  exercisable  by the Guarantor  until all principal of and accrued and unpaid
interest on the Loans and other amounts due under the Operative  Documents shall
have  been  paid in full to Bank One and not be  subject  to any  revocation  or
rescission.

         (c) The date and amount of  advances of  principal  made by Bank One in
respect  of the Loans and of each  payment of  principal  and  interest  thereon
received by Bank One, and the  aggregate  principal  amount  thereof and accrued
interest  thereon  shown  upon the books  and  records  of Bank One,  and in any
certificate delivered by Bank One to the Guarantor in respect thereof,  shall be
prima facie  evidence of the  principal  amount and accrued  interest  owing and
unpaid on the Loans.  The failure to record any such  information  on such books
and records shall not, however, limit or otherwise affect the obligations of the
Company  to repay  the  principal  amount  of the Loans  together  with  accrued
interest  thereon or the obligations of the Guarantor  hereunder with respect to
the Guaranteed Obligations.

         2. Nature of Guaranty.  Subject to paragraph  8(b), this Guaranty is an
absolute and  irrevocable  guaranty of payment and not a guaranty of  collection
and is wholly  independent  of and in addition to other  rights and  remedies of
Bank One and is not  contingent  upon the pursuit by Bank One of any such rights
and remedies, such pursuit being waived by the Guarantor.

         3. Waivers and Other  Agreements.  The  Guarantor  unconditionally  (a)
waives  any  requirement  that Bank  One,  in the  event of any  default  by the
Company,  first make  demand  upon,  or seek to enforce  remedies  against,  the
Company before demanding, payment under or seeking to enforce this Guaranty, (b)
covenants  that this Guaranty  will not be discharged  except by full payment of
the Guaranteed  Obligations,  (c) agrees that this Guaranty shall remain in full
force and  effect  without  regard to, and shall not be  affected  or  impaired,
without limitation, by any invalidity, irregularity or unenforceability in whole
or in part of any of the Operative Documents, or any limitation on the liability
of the Company  thereunder,  or any limitation on the method or terms of payment
thereunder  which  may now or  hereafter  be  caused or  imposed  in any  manner
whatsoever,  (d) waives diligence,  presentment and protest with respect to, and
any  notice of  default  or  dishonor  in the  payment of any amount at any time
payable  by the  Company  under  or in  connection  with,  any of the  Operative
Documents,  and further  waives any  requirement  of notice of acceptance of, or
other  formality  relating to, this Guaranty and (e) agrees that the  Guaranteed
Obligations  shall include any amounts paid by the Company to Bank One which may
be  required to be  returned  to the  Company or to its  representative  or to a
trustee, custodian or receiver for the Company.


<PAGE>

         4.  Obligations  Absolute.  Subject  only to the  terms  of the  Amcast
Forbearance Agreement, the obligations,  covenants, agreements and duties of the
Guarantor under this Guaranty shall not be released, affected or impaired by any
of the  following,  whether or not  undertaken  with notice to or consent of the
Guarantor: (a) any assignment or transfer, in whole or in part, of the Loans, or
any of the  Operative  Documents,  or (b) any waiver by Bank One or by any other
person of the performance or observance by the Company of any of the agreements,
covenants,  terms or conditions contained in any of the Operative Documents,  or
(c) any indulgence in or the extension of the time for payment by the Company of
any amounts payable under or in connection with any of the Operative  Documents,
or of the time for performance by the Company of any other  obligations under or
arising  out of any of the  Operative  Documents,  or the  extension  or renewal
thereof,  or (d) the  modification,  amendment  or waiver  (whether  material or
otherwise) of any duty,  agreement or obligation of the Company set forth in any
of the Operative  Documents (the modification,  amendment or waiver from time to
time of the Credit Agreement, the Note or any of the Security Documents to which
the Company is a party being expressly  authorized  without further notice to or
consent of the Guarantor), or (e) the voluntary or involuntary liquidation, sale
or other  disposition of all or substantially  all of the assets of the Company,
or any receivership,  insolvency,  bankruptcy,  reorganization, or other similar
proceedings,  affecting the Company or any of its assets,  or (f) the release of
any  security,  if any,  for the  obligations  of the  Company  under any of the
Operative  Documents,  or the impairment of or failure to perfect an interest in
any such  security,  or (g) the merger or  consolidation  of the  Company or the
Guarantor with any other person,  or (h) the release or discharge of the Company
or the Guarantor from the performance or observance of any agreement,  covenant,
term or condition contained in any of the Operative  Documents,  by operation of
law, or (i) any other cause whether similar or dissimilar to the foregoing which
would release, affect or impair the obligations, covenants, agreements or duties
of the Guarantor hereunder.

     5. Representations and Warranties. As of the date hereof and as of the date
of each Loan  made by Bank One to the  Company,  the  Guarantor  represents  and
warrants that:

                  (a)  Corporate   Existence  and  Power.  The  Guarantor  is  a
corporation duly organized, validly existing and in good standing under the laws
of  State  of Ohio  and is duly  qualified  to do  business  in each  additional
Jurisdiction  where such  qualification is necessary under applicable law except
where the failure to so qualify would not have a material  adverse effect on the
Guarantor. The Guarantor has all requisite corporate power to own its properties
and to carry on its  business  as now  being  conducted  and as  proposed  to be
conducted,  and to  execute  and  deliver  this  Guaranty  and to  engage in the
transactions contemplated by this Guaranty.


<PAGE>

                  (b)  Corporate   Authority.   The   execution,   delivery  and
performance  by the Guarantor of this Guaranty are within its corporate  powers,
have been duly  authorized  by all  necessary  corporate  action  and are not in
contravention of any law, rule or regulation, or of any judgment,  decree, writ,
injunction,  order or award of any arbitrator,  court or governmental authority,
or of the terms of the Guarantor's  articles or code of  regulations,  or of any
contract or  undertaking to which the Guarantor is a party or by which it or its
property may be bound or affected.

                  (c) Binding  Effect.  This  Guaranty  is the legal,  valid and
binding  obligation  of the  Guarantor,  enforceable  against the  Guarantor  in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws  affecting
enforcement of creditors  rights  generally and by general  principles of equity
(whether applied in a proceeding at law or in equity).

                  (d)  Subsidiaries.  Annex I hereto  correctly  sets  forth the
corporate name,  jurisdiction  of  organization,  and ownership  percentage with
respect to each  Subsidiary  of the  Guarantor.  Each such  Subsidiary  and each
corporation  becoming a Subsidiary of the Guarantor after the date hereof is and
will be duly organized,  validly existing and in good standing under the laws of
its  jurisdiction  of  organization,  and is and  will be duly  qualified  to do
business in each additional  jurisdiction  where such qualification is or may be
necessary under  applicable law except where the failure to so qualify would not
have  a  material  adverse  effect  on the  Guarantor.  Each  Subsidiary  of the
Guarantor has and will have all  requisite  power to own its  properties  and to
carry on its business as now being  conducted  and as proposed to be  conducted.
All  outstanding  shares  of  capital  stock  of each  class  of each  corporate
Subsidiary  of the  Guarantor  have been and will be validly  issued and are and
will be fully paid and nonassessable and, except as otherwise indicated in Annex
I hereto or disclosed in writing to Bank One from time to time,  are and will be
owned, beneficially and of record, by the Guarantor or another Subsidiary of the
Guarantor free and clear of any liens, charges, encumbrances or rights of others
whatsoever.

                  (e) Litigation.  Except as set forth on Exhibit A, there is no
action, suit or proceeding pending or, to the best of the Guarantor's knowledge,
threatened against or affecting the Guarantor or any of its Subsidiaries  before
or by any  court,  governmental  authority  or  arbitrator,  which if  adversely
decided might  result,  either  individually  or  collectively,  in any material
adverse change in the business, properties,  operations or conditions, financial
or otherwise,  of the Guarantor or any of its  Subsidiaries  and, to the best of
the  Guarantor's  knowledge,  there is no basis  for any  such  action,  suit or
proceeding,

                  (f) Financial Condition. The consolidated balance sheet of the
Guarantor  and its  Subsidiaries  and the  consolidated  statements  of  income,
retained  earnings and changes in financial  position of the  Guarantor  and its
Subsidiaries for the fiscal year ended August 31, 2000, and certified by Ernst &
Young  LLP,   independent   certified  public   accountants,   and  the  interim
consolidated  balance  sheet and.  interim  consolidated  statements  of income,
retained  earnings and changes in financial  position of the  Guarantor  and its
Subsidiaries,  as of or for the nine-month period, ended on June 3, 2001, copies
of which  have been  furnished  to Bank One,  fairly  present  the  consolidated
financial  position of the Guarantor and its  Subsidiaries  as at the respective
dates thereof,  and the consolidated  results of operations of the Guarantor and
its Subsidiaries for the respective  periods  indicated,  all in accordance with
generally accepted accounting  principles  consistently applied (subject, in the
case of said interim statements,  to year-end audit adjustments).  Except as set
forth on Exhibit B, there has been no material  adverse  change in the business,
properties, operations or condition, financial or otherwise, of the Guarantor or
any of its Subsidiaries since June 3, 2001.


<PAGE>

                  (g) Consents, Etc. No consent, approval or authorization of or
declaration,  registration  or filing  with any  governmental  authority  or any
nongovernmental  person or entity,  including without limitation any creditor or
equity  holder of the Guarantor or any of its  Subsidiaries,  is required on the
part of the Guarantor in connection with the execution, delivery and performance
of this Guaranty or the  transactions  contemplated  hereby or as a condition to
the legality,  validity or enforceability of this Guaranty,  except as have been
obtained.

                  (h) Taxes. The Guarantor and its  Subsidiaries  have filed all
tax returns  (federal,  state and local)  required to be filed and have paid all
taxes shown  thereon to be due,  including  interest and  penalties,  except for
those that are being  contested in good faith by  appropriate  proceedings as to
which adequate  financial  reserves have been  established  on their  respective
books and records for payment thereof.

                  (i) Title to Properties.  Except as set forth in the financial
statements  described  in  paragraph  5(f)  or as  otherwise  disclosed  in  the
financial  statements  delivered  to Bank One pursuant to  paragraph  6(d),  the
Guarantor and its  Subsidiaries  have good and marketable  title to, and a valid
indefeasible  ownership  interest  in, all of their  respective  properties  and
assets,  free and clear of any lien or security  interest,  except for (i) liens
for  taxes  not  delinquent  or for  taxes  being  contested  in good  faith  by
appropriate  proceedings  as to which  adequate  financial  reserves  have  been
established  on its books and records,  (ii) liens  created in  connection  with
workers' compensation, unemployment insurance, and social security, or to secure
the performance of bids,  tenders or contracts  (other than for the repayment of
borrowed money),  leases,  statutory  obligations,  surety and appeal bonds, and
other  obligations  of like nature made in the  ordinary  course of business and
(iii) liens permitted under the Credit Agreement, Amcast Credit Agreement or the
LIFO Credit Agreement.
                  .
         6. Covenants.  The Guarantor  agrees that,  until the Maturity Date and
thereafter until payment in full of the principal of and accrued interest on the
Notes held by Bank One,  and the  performance  of all other  obligations  of the
Company to Bank One under the Credit Agreement,  unless Bank One shall otherwise
consent in writing:

                  (a)  Preservation of Corporate  Existence,  Etc. The Guarantor
shall,  and shall cause each of its  Subsidiaries  to preserve  and maintain its
existence  and qualify and remain  qualified to do business in good  standing in
each jurisdiction in which such  qualification is necessary under applicable law
except where the failure to so qualify would not have a material  adverse effect
on the Guarantor.

                  (b) Compliance with Laws, Etc. The Guarantor  shall, and shall
cause  each of its  Subsidiaries  to comply in all  material  respects  with all
applicable laws,  rules,  regulations and orders of any governmental  authority,
noncompliance  with which could  materially  and adversely  affect the financial
condition  or  operations  of the  Guarantor or any of its  Subsidiaries  or the
legality,  validity or  enforceability  of this  Guaranty  (such  compliance  to
include, without limitation, paying before the same become delinquent all taxes,
assessments  and  governmental  charges  imposed upon it or upon its  property),
except  to the  extent  that  compliance  with  any of the  foregoing  is  being
contested in good faith and by appropriate legal proceedings and with respect to
which adequate financial reserves have been established on the books and records
of the Guarantor or such Subsidiary.


<PAGE>

                  (c) Maintenance of Insurance.  The Guarantor  shall, and shall
cause each of its  Subsidiaries  to  maintain  insurance  with  responsible  and
reputable  insurance companies or associations in such amounts and covering such
risks as is usually  carried by  companies  engaged  in similar  businesses  and
owning similar properties similarly situated.

     (d) Reporting  Requirements.  The  Guarantor  shall furnish to Bank One the
same financial report as required under the Amcast Credit Agreement.

                   (e) Access to Records,  Books,  Etc. The Guarantor shall, and
shall cause each of its Subsidiaries to, at any reasonable time and from time to
time,  permit Bank One or any agents or  representatives  thereof to examine and
make copies of and abstracts from the records and books of account of, and visit
the  properties  of, the  Guarantor  and its  Subsidiaries,  and to discuss  the
affairs,  finances and accounts of the Guarantor and its Subsidiaries with their
respective officers and employees.

                  (f)  Consolidation,  Merger and Sale of Assets.  The Guarantor
shall not nor shall it permit any of its  Subsidiaries to, wind up, liquidate or
dissolve its affairs or enter into any  transaction of merger or  consolidation,
or  convey,  sell,  lease or  otherwise  dispose  of (or  agree to do any of the
foregoing at any future time) assets constituting (in the aggregate) 25% or more
of the value of the  Guarantor's  Consolidated  Total Assets (as  determined  in
accordance with generally accepted accounting principles  consistently applied),
provided that (i) the Guarantor may enter into a merger transaction if it is the
surviving  entity and no event of default would result  therefrom,  and (ii) any
Subsidiary may merge into, or sell, convey, lease or otherwise dispose of any or
all of its  property to the  Guarantor,  another  Subsidiary  or any Person that
after giving effect to the foregoing shall constitute a Subsidiary, provide that
no event of default would result therefrom.

                  (g) Changes in Business.  The Guarantor  and its  Subsidiaries
will not enter into any  business  which is  substantially  different  from that
presently  conducted by them. For purposes of this subparagraph,  "substantially
different" means "outside of the metal manufacturing or processing business."

                  (h)  Additional  Liens.  The  Guarantor  will not, nor will it
permit  any of its  Subsidiaries  to,  create,  assume  or  incur,  directly  or
indirectly,  any Lien on any of its  properties  or assets  except as  permitted
under the Credit Agreement,  Amcast Credit Agreement or LIFO Credit Agreement as
in effect on the date hereof.

     7. Events of Default.  The  occurrence  of any of the  following  events or
conditions shall be deemed an "event of default" hereunder unless waived by Bank
One pursuant to paragraph 9:


<PAGE>

                  (a) An event of default  under that certain  Credit  Agreement
dated  as  of  August  14,  1997,   among,  the  Guarantor,   various  Financial
Institutions, and Key Bank, National Association,  individually and as agent, as
such agreement may be amended,  restated,  or refinanced  from time to time (the
"Amcast Credit Agreement"); or

     (b) The  Guarantor  shall  fail to pay when due any  amount  payable  under
paragraph 1 hereof, or

                  (c) Any  representation  or warranty  made by the Guarantor in
paragraph 5 hereof or in any other  document or  certificate  furnished by or on
behalf of the  Guarantor in connection  with this  Guaranty  shall prove to have
been  incorrect in any material  respect when made or any material  provision of
this Guaranty shall at any time for any reason cease to be valid and binding and
enforceable  against  the  Guarantor,   or  the  validity,   binding  effect  or
enforceability  thereof shall be contested by any person, or the Guarantor shall
deny that it has any or further liability or obligation under this Guaranty,  or
this Guaranty  shall be  terminated,  invalidated  or set aside,  or be declared
ineffective  or  inoperative  or in any way cease to give or provide to Bank One
the benefits purported to be created thereby; or

                  (d) The  Guarantor  shall  default in the due  performance  or
observance by it of any term,  covenant or agreement to be performed or observed
pursuant to paragraph 6 (other than  paragraph  6(d)),  and such  default  shall
continue  for a period of five days after the  Company has  knowledge  or should
have knowledge of such default; or

                  (e) The Guarantor shall default in any material respect in the
due  performance or observance by it of any term,  covenant or agreement  (other
than those  referred to in  subparagraphs  (a) through (d) of this  paragraph 7,
inclusive)   contained  in  this  Agreement  and  such  default  shall  continue
unremedied for a period of 30 days after the Guarantor shall.  have become aware
of the existence of such default; or

                  (f)  The  Guarantor  or  any  of  its  Subsidiaries   (each  a
"Designated  Party")  shall  default in the  payment  when due  (subject  to any
applicable  grace  period),   whether  by  acceleration  or  otherwise,  of  any
Indebtedness  (other  than under the Credit  Agreement),  including  any and all
interest and fees accrued to the date of default,  the aggregate amount of which
was at least  $5,000,000  at the time of the default,  or any  Designated  Party
shall default in the  performance  or observance of any  obligation or condition
with respect to any such other Indebtedness if the effect of such default (after
giving effect to any  applicable  grace period) is to accelerate the maturity of
any such Indebtedness or to permit the holder or holders thereof, or any trustee
or agent for such holders,  to cause such Indebtedness to become due and payable
prior to its expressed maturity; or

                  (g) A  judgment  or order  for the  payment  of money  (if the
aggregate  amount involved is at least $5,000,000 in excess of the amount of all
insurance  applicable  thereto),  or any other judgment or order (whether or not
for the  payment  of  money),  shall be  rendered  against  or shall  affect the
Guarantor  or any of its  Subsidiaries  which  causes or could  cause a material
adverse change in the business,  properties,  operations or condition, financial
or otherwise, of the Guarantor or any of its Subsidiaries or which does or could
have a material adverse effect on the legality,  validity or  enforceability  of
this  Guaranty,  and  either (i) such  judgement  or order  shall have  remained
unsatisfied for a period of 30 days and the Guarantor or such  Subsidiary  shall
not have taken action  necessary to stay enforce  thereof,  by reason of pending
appeal  or  otherwise,  prior to the  expiration  of the  applicable  period  of
limitations  for taking such action or, if such action shall have been taken,  a
final order  denying  such stay shall have been  rendered,  or (ii)  enforcement
proceedings  shall have been commenced by any creditor upon any such judgment or
order; or


<PAGE>

                  (h) The  occurrence  of a Reportable  Event that results in or
there is a  reasonable  possibility  that it could  result in  liability  of the
Guarantor,  any Subsidiary of the Guarantor or any of their ERISA  Affiliates to
the PBGC or to any Plan which is  material  and  adverse to any of them and such
Reportable  Event is not corrected  within thirty (30) days after the occurrence
thereof,  or the occurrence of any Reportable  Event which there is a reasonable
possibility that it could constitute  grounds for termination of any Plan of the
Guarantor,  its  Subsidiaries  or their ERISA  Affiliates by the PBGC or for the
appointment  by the  appropriate  United States  District  Court of a trustee to
administer  any such  Plan and such  Reportable  Event is not  corrected  within
thirty (30) days after the occurrence  thereof,  or the filing by the Guarantor,
any Subsidiary of the Guarantor or any of their ERISA  Affiliates of a notice of
intent to terminate a Plan or the institution of other  proceedings to terminate
a Plan which is  material  and  adverse to any of them;  or the  Guarantor,  any
Subsidiary of the Guarantor or any of their ERISA  Affiliates  shall fail to pay
when due any liability to the PBGC or to a Plan which is material and adverse to
any of them; or the PBGC shall have instituted  proceedings to terminate,  or to
cause a trustee to be appointed to administer,  any Plan of the  Guarantor,  its
Subsidiaries  or their ERISA  Affiliates;  or any person engages in a Prohibited
Transaction  with respect to any Plan which  results in or there is a reasonable
possibility  that it could result in liability of the Guarantor,  any Subsidiary
of the Guarantor,  any of their ERISA Affiliates,  any Plan of the Company,  its
Subsidiaries or their ERISA  Affiliates,  or fiduciary of any such Plan which is
material and adverse to any of them; or failure by the Guarantor, any Subsidiary
of the Guarantor or any of their ERISA Affiliates to make a required installment
or other  payment to any Plan within the  meaning of Section  302(f) of ERISA or
Section 412(n) of the Code that results in or there is a reasonable  possibility
that it could  result in  liability  of the  Guarantor,  any  Subsidiary  of the
Guarantor  or any of their  ERISA  Affiliates  to the PBGC or any Plan  which is
material and adverse to any of them; or the withdrawal of the Guarantor,  any of
its Subsidiaries or any of their ERISA Affiliates from a Plan during a plan year
in which it was a  "substantial  employer" as defined in Section  4001(9a)(2) of
ERISA;  or the  Guarantor,  any  of its  Subsidiaries  or  any  of  their  ERISA
Affiliates  becomes an employer with respect to any  Multiemployer  Plan without
the prior written consent of Bank One; or

                   (i)  The  Guarantor  or  any  of its  Subsidiaries  shall  be
  dissolved or liquidated  (or any judgment,  order or decree  therefor shall be
  entered),  or shall  generally  not pay its debts as they become due, or shall
  admit in writing its  inability  to pay its debts  generally,  or shall make a
  general assignment for the benefit of creditors,  or shall institute, or there
  shall be  instituted  against the  Guarantor or any of its  Subsidiaries,  any
  proceeding or case seeking to adjudicate it a bankrupt or insolvent or seeking
  liquidation, winding up, reorganization,  arrangement, adjustment, protection,
  relief,  or  composition  of it  or  its  debts  under  any  law  relating  to
  bankruptcy,  insolvency or reorganization or relief or protection of debtor or
  seeking  the entry of an order for relief or the  appointment  of a  receiver,
  trustee,  custodian or other  similar  official for it or for any  substantial
  part of its assets, rights,  revenues or property,  and, if such proceeding is
  instituted  against the Guarantor or such Subsidiary and is being contested by
  the  Guarantor  or such  Subsidiary,  as the  case  may be,  in good  faith by
  appropriate proceedings, such proceedings shall remain undismissed or unstayed
  for a period of 60 days;  or the Guarantor or such  Subsidiary  shall take any
  action  (corporate  or other)  to  authorize  or  further  any of the  actions
  described above in this subsection; or


<PAGE>

                  (j) The  acquisition  of, or, if earlier,  the  shareholder or
director  approval of the acquisition of, ownership or voting control,  directly
or indirectly,  beneficially or of record, on or after the date set forth above,
by any Person or group  (within  the  meaning of Rule 13d-3 of the SEC under the
Securities Exchange Act of 1934, as then in effect), of shares representing more
than thirty-three  percent (33%) of the outstanding  capital stock of Guarantor;
or (b) the  occupation  of a majority of the seats (other than vacant  seats) on
the board of directors of Guarantor by Persons who were neither (i) nominated by
the  board  of  directors  of  Guarantor  nor (ii)  appointed  by  directors  so
nominated.

         8. Remedies. (a) Upon the occurrence and during the continuance of such
event of default,  Bank One may, in addition to the remedies provided in Section
6.2 or 6.3 of the Credit Agreement, enforce its rights either by suit in equity,
or by  action  at law,  or by other  appropriate  proceedings,  whether  for the
specific  performance  (to the  extent  permitted  by law)  of any  covenant  or
agreement  contained  in this  Guaranty  or in aid of the  exercise of any power
granted in this Guaranty and may enforce  payment under this Guaranty and any of
its other rights available at law or in equity.

                  (b) Subject to the terms of the Amcast Forbearance  Agreement,
upon the  occurrence  and  during,  the  continuance  of any  event  of  default
hereunder,  Bank One is  authorized  at any time and from time to time,  without
notice to the Guarantor (any  requirement for such notice being expressly waived
by the Guarantor) to set off and apply against any and all of the obligations of
the  Guarantor  now or  hereafter  existing  under this  Guaranty  any  deposits
(general or special, time or demand,  provisional or final) at any time held and
other  indebtedness  at any time  owing by Bank One to or for the  credit or the
account of the Guarantor and any property of the Guarantor  from time to time in
possession of Bank One,  irrespective of whether or not Bank One shall have made
any demand  hereunder  and  although  such  obligations  may be  contingent  and
unmatured. The rights of Bank One under this subparagraph (b) are in addition to
other  rights and  remedies  (including,  without  limitation,  other  rights of
setoff) which it may have.

                  (c) To the extent that it lawfully may, the  Guarantor  agrees
that it will not at any time  insist  upon or plead,  or in any manner  whatever
claim or take any benefit or advantage of any applicable present or future stay,
extension or moratorium  law, which may affect  observance or performance of the
provisions of this  Guaranty,  the Credit  Agreement,  the Notes or any Security
Document; nor will it claim, take or insist upon any benefit or advantage of any
present or future law providing, for the evaluation or appraisal of any security
for its  obligations  hereunder or the Company  under the Credit  Agreement  and
under the Notes prior to any sale or sales thereof which may be made under or by
virtue of any instrument governing the same; nor will it, after any such sale or
sales,  claim or exercise  any right,  under any  applicable  law, to redeem any
portion of such security so sold.


<PAGE>

         9. Amendments,  Etc. This Guaranty may be amended from time to time and
any provision  hereof may be waived by the parties hereto.  No such amendment or
waiver of any  provision of this  Guaranty  nor consent to any  departure by the
Guarantor  therefrom shall in any event be effective unless the same shall be in
writing and signed by Bank One, and then such amendment, waiver or consent shall
be  effective  only in the specific  instance  and for the specific  purpose for
which given.

         10. Notices. All notices and other communications hereunder shall be in
writing  and shall be  delivered  or sent to the  Guarantor  at 7887  Washington
Village Drive, Dayton, Ohio 45459, Attention: Chief Financial Officer, Facsimile
No. 937-291-7007, to Bank One at 100 East Broad Street, OH1-0225, Columbus, Ohio
43271-0225,  Attention:  Michael  Reeves,  or to such  other  address  as may be
designated  by the  Guarantor  and Bank One by notice to the other party hereto.
All notices and other  communications  shall be deemed to have been given at the
time of actual  delivery  thereof to such  address,  or if sent by  certified or
registered mail,  postage prepaid,  to such address,  on the third day after the
date of mailing, or in the case of telex notice, upon receipt of the appropriate
answerback,  provided,  however, that notices to Bank One shall not be effective
until received.

         11.  Conduct No Waiver,  Remedies  Cumulative.  The  obligations of the
Guarantor under this Guaranty are continuing obligations and an additional cause
of action shall arise in respect of each event of default  hereunder.  No course
of dealing on the part of Bank One, nor any delay or failure on the part of Bank
One in exercising  any right,  power or privilege  hereunder  shall operate as a
waiver of such night,  power or  privilege  or  otherwise  prejudice  Bank One's
rights and remedies hereunder;  nor shall any single or partial exercise thereof
preclude any further exercise thereof or the exercise of any other right,  power
or privilege.  No right or remedy  conferred  upon or reserved to Bank One under
this  Agreement is intended to be  exclusive  of any other night or remedy,  and
every right and remedy shall be cumulative  and in addition to every other right
or remedy given hereunder or now or hereafter existing under any applicable law.
Every right and remedy given by this  Agreement or by applicable law to Bank One
may be  exercised  from time to time and as often as may be deemed  expedient by
Bank One.

         12.  Reliance  on  and  Survival  of  Various  Provisions.  All  terms,
covenants,  agreements,  representations  and  warranties of the Guarantor  made
herein or in any certificate or other document  delivered  pursuant hereto shall
be deemed to be material and to have been relied upon Bank One,  notwithstanding
any  investigation  heretofore  or  hereafter  made by Bank One or on Bank One's
behalf.

     13.  Successors and Assigns.  The rights and remedies of Bank One hereunder
shall inure to the benefit of, and the duties and  obligations  of the Guarantor
hereunder  shall be  binding  upon,  the  parties  hereto  and their  respective
successors and assigns.

     14.  Governing Law. This Guaranty is a contract made under,  and the rights
and  obligations of the parties  hereunder shall be governed by and construed in
accordance with, the laws of the State of Indiana  applicable to contracts to be
made and performed entirely with such State.


<PAGE>

     15.  Definitions,  Headings.  As used herein the following terms shall have
the following respective meanings:

     "Amcast  Credit  Agreement":  shall  have  the  meaning  ascribed  to it in
paragraph 7(a).


                  "Amcast  Forbearance  Agreement"  means the Agreement that has
been entered into between  Amcast and Bank One relating to the default under the
Prior Credit Agreement.

                  "Consolidated Total Assets" means at any time the total assets
of the Guarantor and its Subsidiaries determined on a consolidated basis.

                  "Lien" shall have the meaning  ascribed  thereto in the Amcast
Credit Agreement.

                  "LIFO  Credit  Agreement"  means the Last In First Out  Credit
Agreement  dated as of June 5, 2001,  among,  the Guarantor,  various  financial
institutions, and Key Bank, National Association,  individually and as agent, as
such agreement may be amended, restated, or refinanced from time to time

Terms used but not defined  herein shall have the respective  meanings  ascribed
thereto in the Credit Agreement. The headings of the various subdivisions hereof
are for  convenience  of  reference  only and shall in no way  modify any of its
terms or provisions hereof.

         16.  Construction  of Certain  Provisions.  All  computations  required
hereunder  and all  financial  terms used herein  shall be made or  construed in
accordance with generally accepted accounting  principles unless such principles
are  inconsistent  with  the  express  requirements  of  this  Guaranty.  If any
provision of this  Guaranty  refers to any action to be taken by any person,  or
which such person is prohibited from taking,  such provision shall be applicable
whether such action is taken  directly or indirectly by such person,  whether or
not expressly specified in such provision.

         17.  Integration.  and Severability.  This Guaranty embodies the entire
agreement and  understanding  between the Guarantor and Bank One and  supersedes
all prior all  agreements  and  understandings  relating to the  subject  matter
hereof.  In case one or more of the  obligations  of the  Guarantor  under  this
Guaranty shall be invalid,  illegal or  unenforceable in any  jurisdiction,  the
validity,  legality  and  enforceability  of the  remaining  obligations  of the
Guarantor  shall  not in any way be  affected  or  impaired  thereby,  and  such
invalidity,  illegality or unenforceability in one jurisdiction shall not affect
the validity,  legality or  enforceability  of the  obligations of the Guarantor
under this Guaranty in any other jurisdiction.

         18. Waiver of July Trial. Bank One and the Guarantor,  after consulting
or having had the  opportunity to consult with counsel,  knowingly,  voluntarily
and  intentionally  waive  any right any of them may have to a trial by jury 'in
any  litigation  based  upon or  arising  out of this  Guaranty  or any  related
instrument or agreement or any of the transactions contemplated by this Guaranty
or any course of  conduct,  dealing,  statements  (whether  oral or  written) or
actions  of either of them.  Neither  Bank One nor the  Guarantor  shall seek to
consolidate, by counterclaim or otherwise, any such action in which a jury trial
has been waived with any other action in which a jury trial cannot be or has not
been waived.  These  provisions shall not be deemed to have been modified in any
respect or relinquished by either Bank One or the Guarantor  except by a written
instrument executed by each of them.


<PAGE>

         IN WITNESS  WHEREOF,  the parties have caused this  Guaranty to be duly
executed and delivered as of the day and year first above written.

                      AMCAST INDUSTRIAL CORPORATION

                      By:   /s/ Francis J. Drew

                      Its:      Vice President


                      BANK ONE, INDIANA, NATIONAL
                        ASSOCIATION

                      By:   /s/ Michael A. Reeves

                      Its:      Vice President







































<PAGE>


                                   ANNEX I TO
                          GUARANTY AGREEMENT - BANK ONE

                                  SUBSIDIARIES
                                                           Percentage of
Name of                       Jurisdiction               Ownership by Company
Subsidiary                   of Organization            or Other Subsidiaries




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                                  EXHIBIT A TO
                          GUARANTY AGREEMENT - BANK ONE

                            OUTSTANDING INDEBTEDNESS









                                   LITIGATION