The  Company  executed  1 year and 2 year  Change of  Control  Agreements  as of
September 7, 2000 with the following individuals:

1 YEAR AGREEMENTS
Leo W. Gallagher - Vice President, Human Resources, Amcast Automotive
Thomas L. Hartman - Vice President, Engineering & Quality, Amcast Automotive
Luciano Lenatti -
Duane L. LaShomb - General Manager, Casting Technology Company
Jeffrey A. McWilliams - Director of Taxation
Mark D. Mishler - Controller

2 YEAR AGREEMENTS
Denis G. Daly - Vice President, General Counsel and Secretary
Ronald C. DiLiddo - President, Amcast Automotive
Terry R. Garner - Vice President and General Manager, Elkhart Industrial
   Division
Michael R. Higgins - Treasurer
Dean Meridew - Vice President, Amcast Automotive
Michael N. Powell - President, Amcast Flow Control
James R. Van Wert, Jr. - Vice President, Technology
Douglas D. Watts - Vice President, Finance

All executed Change of Control  Agreements are identical to the example attached
except for the  percentage  which appears in Item  5(B)(i)(b) and the mitigation
period in Item 5(C). The  percentage in 5(B)(i)(b)  equals 100% and 200% for a 1
Year Agreement and 2 Year Agreement, respectively. The mitigation period in Item
5(C)  equals  one  year  for a 1  Year  Agreement  and  two  years  for a 2 Year
Agreement.



                                September 7, 2000




Dear               :

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

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

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

1.   OPERATION  AND  TERM  OF  AGREEMENT.  This  agreement,  although  effective
     immediately,  shall not become  operative unless and until there has been a
     change in control of the Company.  None of the provisions of this agreement
     shall  be  applicable  to  any  termination  of  your  employment,  however
     occurring,  which is effective prior to a change in control of the Company.
     This  agreement  shall continue until the later of December 31, 2004 or two
     years after the occurrence of a change in control of the

                                                              September 7, 2000
                                                                         Page 2

     Company,  provided such change in control occurs on or before  December 31,
     2004, subject to extension beyond that date by mutual written consent.  The
     Company  will review this  agreement  with you between  January 1, 2004 and
     July 31, 2004, for the purpose of  determining  whether or not an extension
     beyond  December 31, 2004 is mutually  agreeable  and, if so, on what basis
     and for how long.

2.   CHANGE IN CONTROL.  No benefits  shall be payable  hereunder  unless  there
     shall have been a change in control of the Company, as set forth below, and
     your employment  with the Company shall  thereafter have been terminated in
     accordance  with  paragraph  3 below.  For  purposes of this  agreement,  a
     "change in control of the Company" shall mean and be deemed to have
<PAGE>
     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 share- holders,
     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 con-
     solidation 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 your  employment  at any time  within two
           years  following the occurrence of such event,  you shall be entitled
           to the benefits provided by this agreement, as set forth in paragraph
           5, unless such termination is (i) by the Company for Cause or

                                                               September 7, 2000
                                                                          Page 3

            because of your Disability,  or (ii) because of your Retirement,  or
            (iii) by you other  than for Good  Reason,  or (iv)  because of your
            death.

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

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

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

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

                      (a) The assignment to you of any duties  inconsistent with
                      your position,  duties,  responsibilities  and status with
                      the  Company  immediately  prior to a change in control of
                      the Company, or a change in your

                                                               September 7, 2000
                                                                          Page 4

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

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

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

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

                  (e) The  Company's  requiring you to be based  anywhere  other
                      than the  location  where  you are  based at the time of a
                      change in control of the Company, if the same requires you
                      to relocate your principal residence; or, in the event you
                      consent to being based  anywhere other than such location,
                      the failure by the Company to pay (or  reimburse  you for)
                      all reasonable moving expenses incurred by you relating to
                      a change of your  principal  residence in connection  with
                      such  relocation  and to  indemnify  you  against any loss
                      [defined as the difference  between the higher of (1) your
                      aggregate  investment  in such  residence  or (2) the fair
                      market value of such residence, as determined by a real
<PAGE>
                                                               September 7, 2000
                                                                          Page 5

                      estate   appraiser   designated  by  you  and   reasonably
                      satisfactory to the Company,  and the actual sale price of
                      such  residence  after the  deduction  of all real  estate
                      brokerage charges and related selling  expenses]  realized
                      upon the sale of such  residence  in  connection  with any
                      such change of residence.

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

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

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

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

     (C)    During any period of time  subsequent  to a change in control of the
            Company,  if you fail to perform your duties as a result of physical
            or  mental  illness  or  other  physical  or  mental  disability  or
            incapacity,  you shall  continue to receive your full salary at your
            annual  base  salary rate then in effect,  together  with  incentive
            compensation  (as defined in paragraph 5A accrued but not paid prior
            to your Date of  Termination)  as defined in  paragraph  4 until you
            return to work or your  employment  with the Company is  terminated;
            provided,  however, that any amount otherwise payable for any period
<PAGE>
            of time  pursuant to this  subparagraph  (C) shall be reduced by any
            payment or payments you receive for such period of

                                                               September 7, 2000
                                                                          Page 6

            time  under  any  employee  salary  continuation  plan  or  employee
            disability  insurance plan  maintained by the Company no part of the
            cost of which was paid or is payable by you.

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

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

     (A)    Any termination of your employment subsequent to a change in control
            of the Company shall be consummated by written Notice of Termination
            given to the other party. For purposes of this agreement, "Notice of
            Termination"  shall  mean a  notice  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 your
            employment.

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

5.   COMPENSATION AND BENEFITS UPON TERMINATION.
     ------------------------------------------
<PAGE>

     (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.

                                                               September 7, 2000
                                                                          Page 7

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

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

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

                  (b) In lieu of any further salary  payments to you for periods
                      subsequent  to the Date of  Termination,  an  amount  (the
                      "Additional  Compensation  Payment")  equal to one hundred
                      percent  (100%) of the sum of your  annual  base salary at
                      the rate in effect as of the Date of  Termination  (or, if
                      higher, at the rate in effect at the time of the change in
                      control)  plus an  amount  equal  to one  hundred  percent
                      (100%) at the  average  annual  amount  awarded  to you as
                      Incentive  Compensation  for  the  two  years  immediately
                      preceding  the year during  which the Date of  Termination
                      occurs (whether or not fully paid).

                  (c) An amount in cash equal to the  aggregate  spread  between
                      the  exercise  prices of all options  granted to you 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
<PAGE>
                      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

                                                               September 7, 2000
                                                                          Page 8


                      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.

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

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

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

                (iii)In the event  that  because of their  relationship  to you,
                    members of your family or other  individuals  are covered by
                    any plan, program, or arrangement  described in subparagraph
                    (ii) above immediately prior to the Date of Termination, the
                    provisions set forth in subparagraph (ii)

                                                               September 7, 2000
                                                                          Page 9


                    shall  apply  equally to require the  continued  coverage of
                    such persons; provided,  however, that if under the terms of
                    any such plan,  program or arrangement any such person would
                    have ceased to be eligible for coverage during the period in
                    which the Company is obligated to continue coverage for you,
                    nothing  set forth  herein  shall  obligate  the  Company to
                    continue to provide coverage for such person beyond the date
                    such coverage  would have ceased even if you had remained an
                    employee of the Company.

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

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

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

6.   RIGHTS AS FORMER EMPLOYEE.  Nothing  contained in  this  agreement shall be
     construed as preventing you, and shall not prevent you, following any term-
     ination of your employment whether pursuant to this agreement or otherwise,
     from  thereafter

                                                               September 7, 2000
                                                                         Page 10


     participating in any benefit or insurance  plans,  programs or arrangements
     (including  without  limitation,  any retirement  plans or programs) in the
     same  manner and to the same  extent  that you would have been  entitled to
     participate as a former employee of the Company had this agreement not have
     been executed,  except, however, you shall not be entitled to any severance
     payments  under any severance pay programs of the Company  (other than this
     agreement) if you are paid the benefits provided for under this agreement.

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

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

8.   UNAUTHORIZED DISCLOSURE; INVENTIONS.
     -----------------------------------

     (A)    During the period of your  employment  hereunder,  and for a  period
            of five (5) years following the termination of such employment,  you
            hereby  agree that  you  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 you  of  your  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 you 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

                                                               September 7, 2000
                                                                         Page 11


            any  information  known  generally  to the public  (other  than as a
            result of  unauthorized  disclosure by you) 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 you
            (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 your employ-
            ment  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  prompt-
            ly   and  fully  disclosed   by  you  to  an  appropriate  executive
            officer  of the  Company  and  shall  be  the Company's    exclusive
            property as against  you, and   you   will promptly   deliver  to an
<PAGE>
            appropriate  executive officer of the Company all papers,  drawings,
            models,  data and other  material  relating to any  invention  made,
            developed or created by you as aforesaid.

            You  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 you 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.

9.   SAVINGS CLAUSE.
     --------------

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

                                                               September 7, 2000
                                                                         Page 12


           payable to you  pursuant to this  agreement  or  otherwise  which are
           contingent upon a change of control of the Company.

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

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

Amcast Industrial Corporation
7887 Washington Village Drive
Dayton, Ohio 45459
Attention:  Chief Executive Officer

     and if to you, addressed to:



     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.

11.  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.

12.  MISCELLANEOUS.  No provision of this agreement may be modified, waived,  or
     discharged unless  such waiver, modification or discharge  is agreed  to in
     writing,

                                                               September 7, 2000
                                                                         Page 13


     signed  by you and  such  officer  of the  Company  as may be  specifically
     designated  by the Board.  No waiver by either  party hereto at any time of
     any breach by the other  party  hereto of, or of  compliance  by such other
     party with, any condition or provision of this agreement to be performed by
<PAGE>
     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.

13.  GOVERNING LAW.  The validity, interpretation, construction and  performance
     of this agreement shall be governed by the laws of the State of Ohio, with-
     out giving effect to the principles of conflicts of law thereof.

14.  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.

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

                                Very truly yours,

                          AMCAST INDUSTRIAL CORPORATION



      By:/s/J. H. Shuey
        ---------------
        John H. Shuey
        Chairman, President and Chief Executive Officer



Confirmed to and agreed:



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Date