Exhibit 10.7 - Non-Qualifed Supplementary Benefit Plan



                          AMCAST INDUSTRIAL CORPORATION

                     NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN

        Effective as of June 1, 1999, as restated through March 23, 2001


Article I. Purpose and Definitions

              1.1 Purpose - In order to permit a select group of management  and
highly  compensated  employees  of the Company to earn equal and full credit for
all years of service to the Company,  to cause these  employee's  pensions to be
calculated  based upon  compensation  above,  certain  limits  applicable to the
Qualified Plan and to provide certain other  supplemental  retirement  benefits,
the Company has adopted the following supplemental retirement plan (the "Plan").

              1.2 Actuarial Equivalent - A benefit equal in value to the benefit
for which it is substituted as determined actuarially on the basis of such rates
of interest and rates of mortality herein set forth.  Actuarial Equivalent under
this Plan will be  calculated  assuming an  investment  return based on the PBGC
interest  rate in effect  on the  first day of the year in which the  retirement
occurs and the UP-1984 Mortality Table.

               1.3 Code - The Internal Revenue Code of 1986, as amended.

              1.4 Company - Amcast Industrial Corporation,  an Ohio corporation,
and its divisions and subsidiaries.

               1.5 Income - The total  compensation  paid during employment to a
Participant by the Company while he or she is a Participant,  including  regular
pay,  overtime pay,  annual  incentive  payments,  bonuses,  commissions,  and a
Participant's  salary  deferral  contributions  to the  Company's  401(k) Salary
Deferral Plan and Employees Flexible  Compensation Plan, but excluding any other
Employer  contributions made to any "employee benefit plan" for the Participant,
such as reimbursed  expenses,  special  awards,  gifts or allowances,  severance
payments,   payments   under  the  Company's   Long-Term   Incentive   Plan  and
extraordinary compensation.

              1.6 Participant - All employees of the Company (a) who are members
of the  Qualified  Plan,  and (b) whose income  exceeds the amount  specified in
401(a)(17) of the Federal Code.

              1.7 Participant's  Beneficiary - The person or persons entitled to
receive  benefits  under the Qualified  Plan because of a  relationship  with or
designation  by a  Participant.  The  Participant's  Beneficiary  is entitled to
receive a portion  of the  Participant's  benefits  under the Plan  equal to the
portion of Participant's benefits that the Participant's Beneficiary is entitled
to receive under the Qualified Plan.


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              1.8  Qualified  Plan - The Amcast Merged  Pension Plan,  Part "A",
f/k/a the Amcast Pension Plan for Salaried Employees.

Article II. Administration

     2.1  Administrator  - The Plan shall be  administered  by the  pension  and
benefits department of the Company.

Article III. Benefits

              3.1  Qualified  Plan  Pension  - At the  time of  retirement,  all
Participants  shall have their pensions  calculated  under the provisions of the
Qualified Plan,  taking into account the  Participant's age and years of service
at retirement,  the retirement  option selected by  Participant,  and such other
factors set forth in the Qualified Plan or any provision of federal,  state,  or
local law, as would affect the  calculation of  Participant's  benefit under the
Qualified  Plan.  This  is  the  amount  of  the  pension  payments  payable  to
Participant or Participant's Beneficiary under the Qualified Plan.

         3.2      Benefits Under the Plan

     (a)  At the time of a Participant's  retirement,  the following calculation
          shall be made:

                  i. Any  Participant  who is not an  Executive  Participant  as
         defined in the Qualified  Plan shall have a calculation  made as to the
         amount their  benefits would be under the Qualified Plan using the same
         formula as described in Section 3.1 hereof, but not taking into account
         any  reduction in benefits or any  reduction in the amount of income or
         time of  service  used  in  calculating  benefits  resulting  from  any
         provision of federal, state or local law.

                  ii. Any Participant who is an Executive Participant A or B, as
         defined in the Qualified Plan,  shall have a calculation made as to the
         amount  their  benefits  would be under the  Qualified  Plan  using the
         formula as described in Section 3.1 hereof, not taking into account any
         reduction in benefits or any  reduction in the amount of income or time
         of service used in calculating benefits resulting from any provision of
         federal,  state or local law  (including,  but not limited to,  Section
         401(a)(4) of the Code and regulations thereunder), and further modified
         as follows:

                         A.  In  calculating   such  benefits,   2.5%  shall  be
                    substituted   for  the   percentage   used  in  making   the
                    calculation   described  in  Section  1.1(a)(ii)(A)  of  the
                    Qualified Plan.


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                         B. In calculating such benefits, any such Participant's
                    Credited Service (as defined in the Qualified Plan) shall be
                    increased by 3 full years,  with the total of such  Credited
                    Service not to exceed 30 years; and

                         C. In calculating any reduction for early  commencement
                    of such benefits, any such Participant's age shall be deemed
                    to be 3 years more than his actual age,  with his deemed age
                    not to exceed age 65.

                         (b) In any  instance  where the  benefit  payable  to a
                    Participant  or  the  Participant's  Beneficiary  under  the
                    Qualified Plan is less that the benefit  calculated for such
                    Participant in accordance with the applicable  provisions of
                    Paragraph  3.2(a) above,  the  Participant or  Participant's
                    Beneficiary shall be entitled to receive a pension under the
                    Plan  in an  amount  which  when  added  to the  amount  the
                    Participant  or  Participant's  Beneficiary  is  entitled to
                    receive under the Qualified Plan,  results in a total amount
                    of  pension   payments   payable  to  the   Participant   or
                    Participant's  Beneficiary  from the Plan plus the Qualified
                    Plan  equal to the  amount  calculated  with  respect to the
                    Participant or Participant's  Beneficiary in accordance with
                    the applicable provisions of Paragraph 3.2(a) above.



               3.3 Payment of Plan  Benefits - Benefits  under the Plan shall be
  payable  at the same  times  and  intervals  as  benefits  payable  under  the
  Qualified Plan.


              3.4 Trust - The company  agrees it will  establish  a  "Guarantor"
trust (the "Trust"), and a copy of which will be attached hereto as Annex A.

          a. In the event of a Change of Control of the  company  (as defined in
     the form of contract approved for certain  executives of the company by the
     Board  of  Directors  of  the  company  on  12/19/89  ("Change  of  Control
     Agreements"))  ("Change of Control"),  the company shall fund the Trust, as
     hereinafter defined, in an amount equal to the Net Present Value Amount (as
     defined at Section 3.5). In calculating such Net Present Value Amount,  the
     Determination  Date  shall be the  date on  which  the  Change  of  Control
     occurred.

          b. Funding of the Trust,  either under this Section or  voluntarily by
     the Company, will not relieve the Company of any of its payment obligations


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         under this  Plan,  and such  obligations  will be  fulfilled  only upon
         actual payment in accordance with this Plan.

          c. If the Trust is funded at the time a payment is required under this
     Agreement, the payment will be made on behalf of the company by the Trustee
     out of Trust funds to the extent permitted by the Trust;  provided that the
     making of such payment  shall not reduce the balance in the Trust below the
     Net Present Value Amount (as defined in Section 3.5) of the then  remaining
     payments  to  all  Participants.  The  Determination  Date  for  each  such
     calculation of Net Present Value Amount will be the related payment date.

          At any time when it is  determined  that the  remaining  assets of the
     Trust are reduced to an amount  below the Net Present  Value  Amount of all
     remaining  payments  to all  Participants,  the company  shall,  within six
     months of such  determination,  deposit  an amount in the Trust so that the
     assets  of the trust are at least  equal to the Net  Present  Amount of all
     remaining payments to all Participants.

          d. In the event all required  payments are made to all Participants or
     their Beneficiaries,  all funds remaining in the Trust shall be immediately
     delivered to the company.


          3.5 Net  Present  Value  Amount - For the purpose of  determining  the
     amount  needed to fund the Trust as  described in Section 3.4 or the amount
     of  payments  to be  made  as  described  in  Section  3.3,  the  company's
     independent  actuaries will calculate the net present value of all payments
     remaining to be made to Participant or Participant's Beneficiary under this
     Plan (herein the "Net Present Value Amount").  The Net Present Value Amount
     shall be determined  as of the  Determination  Date in accordance  with the
     provisions of Annex B attached.


Article IV. General

              4.1  Amendment  and  Termination  - The  Plan  may be  altered  or
terminated  only by  action  of  three-fourths  (3/4)  of the  entire  Board  of
Directors of the Company at a valid meeting.  Such  termination  shall in no way
effect,  alter,  or reduce any vested right of any  Participant  existing at the
time of the termination.

              4.2 Vesting -  Participant's  rights  under the Plan shall vest at
the time when  Participant  has  completed  five  years of  Credited  Service as
calculated under the Qualified Plan.


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              4.3  Effect on  Qualified  Plans - The  adoption,  administration,
amendment,  or  termination  of the Plan shall have no effect upon the Qualified
Plan or any other of the Company's qualified plans.

               4.4 Non-Assignability of Right to Receive Benefits - The right to
  receive  benefits  under  the Plan may not be  anticipated,  alienated,  sold,
  transferred,  assigned,  pledged,  encumbered,  or  subjected to any charge or
  legal process;  and if any attempt is made to do so, or a person  eligible for
  any  benefit  becomes  bankrupt,  the  interest  under the Plan of the  person
  affected may be  terminated  by the Company,  and the  Committee may cause the
  same to be held or applied  for the  benefit of such  person or one or more of
  his or her dependents in such manner as it deems proper.

               4.5 This  Plan not an  Employment  Contract  - This Plan does not
  give to any  Participant  the right to be continued in employment or otherwise
  enlarge or affect employment status or rights.

                4.6   Applicable   Law  -  All   questions   pertaining  to  the
  construction,  validity,  and  effect  of  the  provisions  hereof  are  to be
  determined in accordance with the laws of the State of Ohio.

              4.7 Non-Funded Plan - Except as provided  herein,  the entire cost
of the Plan  will be paid from the  general  assets  of the  Company.  It is the
intent of the  Company to pay  benefits  under the Plan as they become due under
the  provisions of Section 3.3 hereof.  No liability for the payment of benefits
under  the Plan  shall be  imposed  upon any  officer,  director,  employee,  or
stockholder of the Company.

              4.8 Plan not a Qualified  Plan - The Plan is not  intended to be a
qualified pension plan.

              4.9  Effect on  Contractual  Rights - The Plan shall not reduce or
otherwise  adversely affect any contractual  right with respect to retirement of
any person who is a Participant or a Participant's  Beneficiary,  or relieve the
Company of any  contractual  obligation with respect to retirement of any person
who is a  Participant  or  Participant's  Beneficiary,  except to the  extent of
payments made under this Plan.

              4.10  Severability  - If any  provisions of the Plan shall be held
illegal or invalid for any  reason,  said  illegality  or  invalidity  shall not
affect the  remaining  parts of the Plan,  but this Plan shall be construed  and
enforced as if said illegal or invalid provision had never been included herein.

              4.11 Effective Date - The Plan is effective as of June 1, 1999.




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                                         /s/ Leo W. Ladehoff
                                         ------------------------------
                                         Leo W. Ladehoff, Chairman of the Board

ATTEST:


/s/ Denis G. Daly
-------------------------------------
Denis G. Daly, Secretary



























07/18/01