CHANGE OF CONTROL AGREEMENT



     This  Agreement  entered  into this  11th day of  September,  2000,  by and
between Amcast  Industrial  Corporation  (the  "Company") and John H. Shuey (the
"Executive").

     WHEREAS,  Executive  has performed  valuable  services to Company in senior
executive positions in the past and;

     WHEREAS, it is the desire of the Company to continue to retain the services
of Executive in the future as the Company's chief executive officer and;

     WHEREAS, the Company recognizes that as is the case with most publicly held
corporations,  the possibility of a change in control may raise  distracting and
disrupting  uncertainties especially for the chief executive officer, may create
a  conflict  and make it  difficult  for  Executive  to give  his  whole-hearted
attention and devotion to the  performance  of his duties,  and may even lead to
his departure, all to the detriment of the best interests of the Company and its
shareholders.

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that the best  interests of the Company and its  shareholders  will be served by
assuring  Executive,  the protection  provided by an agreement which defines the
respective  rights and obligations of the Company and the Executive in the event
of  termination  of employment  subsequent to a change in control of the Company
and to induce Executive to remain in the employ of the Company.

     NOW,  THEREFORE,  the  parties  agree  that this  agreement  sets forth the
severance benefits which the Company agrees will be provided to Executive in the
event Executive's  employment with the Company [or, in the case of a transaction
described in clause (iv) of  paragraph  2, with the  successor to the Company (a
"Successor")]  is terminated  subsequent to a "change in control of the Company"
under the circumstances described below.

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

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

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

     3. TERMINATION FOLLOWING CHANGE IN CONTROL.

        (A) If any of the events  described in paragraph 2 constituting a change
        in control of the Company shall have occurred,  then upon any subsequent
        termination  of  Executive's  employment  at any time  within  two years
        following the occurrence of such event,  Executive  shall be entitled to
        the benefits  provided by this  agreement,  as set forth in paragraph 5,
        unless such termination is for Cause.

        (B) As used in this  agreement,  the term "Cause" shall have the meaning
        set forth below:

             (i) Cause. "Cause" shall mean (a) the willful and continued failure
             by Executive to substantially  perform  Executive's duties with the
             Company  (other than any such failure  resulting  from  Executive's
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             physical or mental illness or other physical or mental incapacity),
             after  a  demand  for  substantial   performance  is  delivered  to
             Executive by the Board which specifically  identifies the manner in
             which the  Board  believes  that  Executive  has not  substantially
             performed  Executive's  duties,  or (b)  the  willful  engaging  by
             Executive in gross  misconduct which is materially and demonstrably
             injurious to the Company resulting or intended to result,  directly
             or indirectly, in substantial personal gain or substantial personal
             enrichment  at the  expense of the  Company.  For  purposes of this
             subparagraph,  no act, or failure to act, on Executive's part shall
             be  considered  "willful"  unless done,  or omitted to be done,  by
             Executive  not in good faith and  without  reasonable  belief  that
             Executive's  action or omission  was in the best  interests  of the
             Company.  Notwithstanding the foregoing,  Cause shall not be deemed
             to exist  unless  and until  there  shall  have been  delivered  to
             Executive a copy of a resolution  duly  adopted by the  affirmative
             vote of not less than three-fourths of the number of directors then
             in  office  at a  meeting  of the  Board  called  and held for that
             purpose  (after  reasonable  notice to Executive and an opportunity
             for  Executive,  together  with  Executive's  counsel,  to be heard
             before the Board),  finding  that in the good faith  opinion of the
             Board Executive is guilty of conduct set forth above in clauses (a)
             or (b) of the first  sentence of this  subparagraph  and specifying
             the particulars thereof in detail.

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

     4. NOTICE AND DATE OF TERMINATION.

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

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

     5. COMPENSATION AND BENEFITS UPON TERMINATION.

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

              (B)   "Long Term Incentive  Compensation"  shall mean compensation
                    payable  under the terms of the  Amcast  (LTIP) or any other
                    plan which replaced the LTIP.

              (C)   The  compensation  and  benefits to be provided to Executive
                    pursuant to paragraph 3 of this agreement  upon  termination
                    of  Executive's  employment  with the Company for any reason
                    other than  Cause  within  two years  following  a change in
                    control of the Company include the following:

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

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

                         (b)  In  lieu  of  any  further   salary   payments  to
                              Executive  for periods  subsequent  to the Date of
                              Termination,    an   amount    (the    "Additional
                              Compensation  Payment")  equal  to  three  hundred
                              percent  (300%) of the sum of  Executive's  annual
                              base  salary  at the rate in effect as of the Date
                              of  Termination  (or,  if  higher,  at the rate in
                              effect at the time of the change in control)  plus
                              an amount equal to three times the average  annual
                              amount   awarded   to   Executive   as   Incentive
                              Compensation for the two years immediately
<PAGE>
                              preceding  the  year  during  which  the  Date  of
                              Termination occurs (whether or not fully paid).

                         (c)  All amounts due Executive under the terms of the
                              LTIP as a result of a change of control.

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

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

                         (f)  Interest at a rate equal to three percent (3%) per
                              annum plus the per annum rate  announced from time
                              to time by the First  National  Bank of Chicago as
                              its "prime  rate",  compounded  daily from the due
                              date  of any  payment  required  to be made by the
                              company  under  any  provision  of  the  agreement
                              through the date such payment is actually made.
<PAGE>
                    (ii) The Company shall, at its expense,  continue to provide
                         to Executive  financial  planning  and tax  preparation
                         services  the  same or  similar  to those  provided  to
                         Executive  prior  to  the  change  of  control  and  to
                         continue  to  maintain  in full  force and  effect  for
                         Executive's   continued  benefit  all  life  insurance,
                         medical,  health,  and  accident  plans,  programs  and
                         arrangements   in  which   Executive  was  entitled  to
                         participate  at the  time  of the  change  in  control,
                         provided that  Executive's  continued  participation is
                         possible  under the terms of such plans,  programs  and
                         arrangements.  In the event  that the terms of any such
                         plan, program, or arrangement do not permit Executive's
                         continued  participation or that any such plan, program
                         or  arrangement  has  been  or is  discontinued  or the
                         benefits   thereunder   have  been  or  are  materially
                         reduced,  the Company shall arrange to provide,  at its
                         expense,  benefits to Executive which are substantially
                         similar  to  those  which  Executive  was  entitled  to
                         receive under such plan,  program or arrangement at the
                         time of the change in control. The Company's obligation
                         under this  subparagraph  (ii) shall  terminate  on the
                         earliest  of  the  following   dates:   (a)  the  third
                         anniversary  date of the Date of  Termination,  (b) the
                         date an  essentially  equivalent  and no less favorable
                         benefit is made  available to Executive by a subsequent
                         employer   or  (c)  the  date  that   would  have  been
                         Executive's  normal retirement date under the Company's
                         defined benefit pension plan for salaried employees had
                         Executive's remained employed by the Company.

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

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

        (E) In the event that any payment to the Executive  (whether pursuant to
        the terms of this Agreement or any other plan,  arrangement or agreement
        with the Company, any person whose actions result in a change of control
<PAGE>
        or any person  affiliated  with the  Company or such  persons)  shall be
        subject to the tax (the  "Excise  Tax")  imposed by Section  4999 of the
        Internal  revenue Code of 1954, as amended (the "Code") or any successor
        provision,  the Company  shall pay to the  Executive,  prior to the date
        upon  which  the  Executive  is  required  to pay  the  Excise  Tax,  an
        additional amount (the "Gross-Up Payment"),  appropriately calculated by
        the  Company's  independent  auditor,  equal to the  Excise  Tax on such
        payment and any  additional  federal,  state,  local tax and  additional
        Excise  Tax  incurred  by the  Executive  in  respect  of such  Gross-Up
        Payment.  For  purposes  of  determining  whether  any  payment  to  the
        Executive is subject to the Excise Tax (i) all  payments  received or to
        be received by the Executive in  connection  with a change of control of
        the Company or the  termination of employment of the Executive  (whether
        pursuant to the terms of this  Agreement or any other plan,  arrangement
        or  agreement  with the Company,  any person  whose action  results in a
        change of  control  or any person  affiliated  with the  Company or such
        persons) shall be treated as "parachute  payments" within the meaning of
        Section  280(G)(b)(2) of the Code, and all "excess  parachute  payments"
        within the meaning of Section 280 (G)(b)(i)  shall be treated as subject
        to the  Excise  Tax and (ii) the value of any  noncash  benefits  on any
        deferred  payment  or  benefit  shall  be  determined  by the  Company's
        independent  auditors in accordance  with the principles of Sections 280
        (G)(d)(3) and (7) of the Code. For purposes of determining the amount of
        the  Gross-Up  Payment,  unless the  Executive  notifies  the  Company's
        independent auditor to the contrary the Executive shall be deemed to pay
        federal income taxation at the maximum applicable individual rate in the
        calendar  year in which the Gross-Up  Payment is to be made and taxes at
        the maximum applicable rate in the state and locality of the Executive's
        residence on the Date of  Termination,  net of the maximum  reduction in
        federal  income  taxes which could be obtained  from  deduction  of such
        state and local taxes.  In the event that the Excise Tax is subsequently
        finally  determined  to be less  than  the  amount  taken  into  account
        hereunder at the time of termination of the Executive's employment,  the
        Executive shall repay to the Company at the time that the amount of such
        reduction  in  Excise  Tax is  finally  determined  the  portion  of the
        Gross-Up  Payment  attributable  to such  reduction plus interest on the
        amount of such repayment at the then current prime rate.

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

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

     7. SUCCESSORS.  The Company shall require any Successor  (whether direct or
     indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to all or
     substantially  all  of the  business  and/or  assets  of  the  Company,  by
     agreement in form and substance  satisfactory  to  Executive,  to expressly
     assume and agree to perform  this  agreement  in the same manner and to the
     same  extent  that the  Company  would be required to perform it if no such
     succession had taken place. Failure of the Company to obtain such agreement
     prior to the  effectiveness  of such  succession  shall be a breach of this
     agreement and shall entitle  Executive to compensation  from the Company in
     the same  amount  and on the  same  terms as  Executive  would be  entitled
     hereunder if Executive  terminated  Executive's  employment  other than for
     cause, except that for purposes of implementing the foregoing,  the date on
     which any such  succession  becomes  effective  shall be deemed the Date of
     Termination.

     This  agreement  shall  inure  to the  benefit  of and  be  enforceable  by
     Executive's personal or legal representatives,  executors,  administrators,
     successors, heirs, distributees, devisees and legatees. If Executive should
     die while any amounts  would  still be payable to  Executive  hereunder  if
     Executive  had  continued  to live,  all  such  amounts,  unless  otherwise
     provided  herein,  shall be paid to such  beneficiary or  beneficiaries  as
     Executive shall have designated by written notice  delivered to the Company
     prior to Executive's  death or, failing such written notice, to Executive's
     estate.

<PAGE>
     8.   UNAUTHORIZED DISCLOSURE; INVENTIONS.

        (A) During the period of  Executive's  employment  hereunder,  and for a
        period of five (5) years following the  termination of such  employment,
        Executive  hereby agrees that  Executive  will not,  without the written
        consent of the Board or a person  authorized  thereby,  disclose  to any
        person,  other  than  an  employee  of the  Company,  a  person  to whom
        disclosure is reasonably necessary or appropriate in connection with the
        performance  by Executive of  Executive's  duties as an executive of the
        Company or pursuant  to any order or process of any court or  regulatory
        agency,  any  material  confidential  information  obtained by Executive
        while in the employ of the Company with respect to any of the  Company's
        products,   improvements,   formulae,   designs  or  styles,  processes,
        customers, methods of distribution or methods of manufacture;  provided,
        however, that confidential information shall not include any information
        known  generally to the public  (other than as a result of  unauthorized
        disclosure  by  Executive)  or any  information  of a type not otherwise
        considered  confidential  by persons  engaged in the same  business or a
        business similar to that conducted by the Company.

        (B)  Inventions.  Any and all inventions  made,  developed or created by
        Executive  (whether  at the  request  or  suggestion  of the  Company or
        otherwise,  whether  alone or in  conjunction  with others,  and whether
        during  regular  hours  of work  or  otherwise)  during  the  period  of
        Executive's  employment  by  the  Company,  which  may  be  directly  or
        indirectly  useful  in, or relate  to, the  business  of or tests  being
        carried out by the  Company or any of its  subsidiaries  or  affiliates,
        will be promptly and fully  disclosed  by  Executive  to an  appropriate
        executive  officer of the Company and shall be the  Company's  exclusive
        property as against Executive, and Executive will promptly deliver to an
        appropriate  executive  officer of the  Company  all  papers,  drawings,
        models,  data  and  other  material  relating  to  any  invention  made,
        developed or created by Executive as aforesaid.

        Executive  will,  upon the  Company's  request  and  without any payment
        therefor, execute any documents necessary or advisable in the opinion of
        the Company's  counsel to direct issuance of patents to the Company with
        respect to such inventions as are to be the Company's exclusive property
        as against Executive under this subsection (b) or to vest in the Company
        title to such  inventions  as  against  the  Executive,  the  expense of
        securing any patent, however, to be borne by the Company.

        (C) The foregoing  provision of this Section 8 shall be binding upon the
        Executive's heirs, successors and legal representatives.
<PAGE>

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

                Amcast Industrial Corporation
                7887 Washington Village Drive
                Dayton, Ohio 45459
                Attention:  Secretary

              and if to Executive, addressed to:

                John H. Shuey
                696 Uplands Camp Road
                Dayton, Ohio 45419

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

     10.  ARBITRATION.  Any dispute or controversy arising out of or relating to
     this  agreement  shall be  settled  by  arbitration  in  Dayton,  Ohio,  in
     accordance  with the  rules  then  obtaining  of the  American  Arbitration
     Association,  and judgment may be entered on the arbitrator's  award in any
     court having jurisdiction.  The decision of such arbitrator shall be final,
     binding, and not appealable.

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

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

     13.   VALIDITY. The invalidity or unenforceability of any provision of this
     agreement  shall  no  affect  the validity or enforceability of  any  other
     provision, which shall remain in full force and effect.


EXECUTIVE                          AMCAST INDUSTRAL CORPORATION

/s/ J.H. SHUEY                      By: /s/R. W. Van Sant
--------------                      ---------------------
John. H. Shuey                      R. William Van Sant
                                    Title:  Chairman, Compensation Committee

September 12, 2000                  September 5, 2000
------------------                  -----------------
Date                                Date