Exhibit  4.27  - Form  of  Warrants  granted  to  Noteholders  and  the  Banking
institutions




                               WARRANT AGREEMENT


                            Dated as of June 5, 2001



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                                Table of Contents

                                                                        Page


i
CL:  593468v4
SECTION 1.            Issuance of Warrants..................................1

SECTION 2.            Warrant Certificates..................................2

SECTION 3.            Registration..........................................2

SECTION 4.            Transfer and Exchange of Warrants.....................2

SECTION 5.            Legend................................................3

SECTION 6.            Exercise of Warrants..................................4

SECTION 7.            Payment of Taxes......................................5

SECTION 8.            Mutilated or Missing Warrant Certificates.............5

SECTION 9.            Reservation of Warrant Shares.........................5

SECTION 10.           Adjustment of Exercise Price and Number of Warrant....6

SECTION 11.           Fractional Interests.................................15

SECTION 12.           Notices to Holders...................................15

SECTION 13.           Notices to the Company and Holders...................16

SECTION 14.           The Company's Representations and Warranties.........17

SECTION 15.           Each Holder's Representations and Warranties.........17

SECTION 16.           Regulatory Problems..................................18

SECTION 17.           Other Agreements.....................................18

SECTION 18.           Successors and Assigns...............................18

SECTION 19.           Termination..........................................18

SECTION 20.           Governing Law........................................18

SECTION 21.           Jurisdiction and Venue...............................18

SECTION 22.           Benefits of This Agreement...........................19

SECTION 23.           Counterparts.........................................19

SECTION 24.           Amendments and Waivers...............................19

SECTION 25.           Severability of Provisions; Captions; Attachments....19

SECTION 26.           Legal Representation of Parties......................19

SECTION 27.           JURY TRIAL WAIVER....................................20



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                                WARRANT AGREEMENT

                  THIS WARRANT  AGREEMENT,  dated as of June 5, 2001, is made by
and among AMCAST INDUSTRIAL CORPORATION, an Ohio corporation (the "Company") and
those other parties named on the signature  pages hereto (each of them, and each
of their respective transferees, successors and assigns, a "Holder").

                  WHEREAS,  pursuant  to that  Subordination  Waiver and Consent
Agreement dated as of even date herewith, by and among the Company, the Holders,
the LIFO  Agent,  the LIFO  Banks  and the  Collateral  Agent  (each as  defined
therein) - (as the same may from time to time be amended,  restated or otherwise
modified,  the  "Subordination  Agreement"),  the  Company has agreed to issue a
total of up to seven hundred ten thousand four hundred  thirty nine and 379/1000
(710,439.379)  warrants  (each a "Warrant") for the purchase of a total (subject
to adjustment as herein provided) of one (1) common share, without par value, of
the Company  (each,  a "Common  Share";  and each  Common  Share  issuable  upon
exercise of a Warrant,  a "Warrant Share"),  and to enter into that registration
rights  agreement  of even  date  herewith  and among the  parties  hereto  (the
"Registration  Rights  Agreement") in order to induce the Holders to temporarily
waive certain  defaults and consent to the Company entering into the LIFO Credit
Agreement (as defined in the Subordination Agreement).

     WHEREAS,  the  Company  and the  Holders  desire to set forth the terms and
conditions of the Warrants;

                  NOW, THEREFORE, in consideration of the premises, their mutual
covenants  and  undertakings,  and other good and  valuable  considerations  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

SECTION 1. .......Issuance of Warrants.

(a) On the date  hereof,  the Company  shall issue to each Holder that number of
Warrants set forth next to such Holder's name on Schedule 1 hereto. The price at
which  each  Warrant  issued  pursuant  to this  subsection  1(a)  (an  "Initial
Warrant") shall be exercisable  (the "Initial  Warrant Exercise Price") shall be
eight  dollars  and eighty  cents  ($8.80),  subject to  adjustment  as provided
herein.

(b) In addition to the Initial Warrants,  if the maturity date under that Credit
Agreement,  dated as of August 14, 1997,  by and among the Company,  the Holders
and the  other  parties  thereto,  as  amended  and as may from  time to time be
further  amended,  restated or modified (the "Existing  Credit  Agreement"),  is
extended to or beyond September 14, 2003, then, immediately upon the granting of
such extension (the date of such  extension,  the "Extension  Date") the Company
shall  issue to each of those  Holders  listed on  Schedule  2 hereto  (or their
respective  transferees,  successors  and  assigns)  that number of Warrants set
forth next to such Holder's name on Schedule 2 in accordance  with the terms and
conditions  of the  Subordination  Agreement.  The price at which  each  Warrant
issued  pursuant to this  subsection  1(b) (a  "Supplemental  Warrant") shall be
exercisable  (the  "Supplemental  Warrant  Exercise Price") shall be the Current
Market Value (defined below) of a Common Share on the Extension Date, subject to
adjustment as provided herein.


<PAGE>

SECTION 2. .......Warrant Certificates. On the date hereof, in the case of every
Initial Warrant,  and within ten (10) days of the Extension Date, in the case of
every Supplemental  Warrant, the Company will issue and deliver a certificate or
certificates evidencing the Warrants (the "Warrant Certificates") to each Holder
for the  specified  number of  Warrants.  Each Warrant  Certificate  shall be in
registered  form  only and in  substantially  the form set  forth as  Exhibit  A
attached hereto. Warrant Certificates shall be dated the date of issuance of the
underlying Warrants by the Company.

                  Warrant  Certificates shall be signed on behalf of the Company
by its  Chairman of the Board or its  President or a Vice  President.  Each such
signature  upon  the  Warrant  Certificates  may be in the  form of a  facsimile
signature of the present or any future Chairman of the Board,  President or Vice
President,  and  may  be  imprinted  or  otherwise  reproduced  on  the  Warrant
Certificates  and for that  purpose the Company may adopt and use the  facsimile
signature of any person who shall have been Chairman of the Board,  President or
Vice  President,   notwithstanding  the  fact  that  at  the  time  the  Warrant
Certificates shall be delivered or disposed of he shall have ceased to hold such
office.  Each Warrant Certificate shall also be manually signed on behalf of the
Company by its Secretary or an Assistant Secretary.

SECTION 3.  .......Registration.  The  Company  shall  number and  register  the
Warrant  Certificates in a register (the "Warrant Register") as they are issued.
The Company may deem and treat the registered holder of any Warrant Certificate,
as set forth in the Warrant  Register,  as the  absolute  owner in fact  thereof
(notwithstanding  any  notation of ownership  or other  writing  thereon made by
anyone) for all purposes and shall not be required to recognize any equitable or
other claim to or interest in any such Warrant on the part of any other  person.
Each Warrant shall be  registered  initially in such name or names as the Holder
receiving the Warrant Certificate evidencing such Warrant shall designate.

SECTION 4.  .......Transfer  and Exchange of Warrants.  No Holder shall make any
sale,  transfer  or other  disposition  of any  Warrants  except  pursuant to an
effective registration statement for such securities under the Securities Act of
1933,  as amended (the "Act") and any  applicable  state  securities  laws or an
exemption  from the  registration  requirements  of the Act.  In the case of any
sale,  transfer  or  other  disposition  other  than  pursuant  to an  effective
registration  statement,  the  transferee  shall upon the request of the Company
deliver an opinion of counsel (which may be the transferee's  internal  counsel)
reasonably  satisfactory to the Company that registration is not required by the
Act. The Company shall from time to time at the request of a Holder register the
transfer of any outstanding Warrants upon the Warrant Register upon surrender of
the Warrant  Certificate or Warrant  Certificates  evidencing such Warrants duly
endorsed or accompanied (if so required by the Company) by a written  instrument
or  instruments  of  transfer  substantially  in the form  attached as Exhibit B
hereto duly executed by the registered  Holder or Holders thereof or by the duly
appointed legal representative thereof or by a duly authorized attorney. Subject
to the terms of this  Agreement,  each Warrant  Certificate may be exchanged for
another Warrant Certificate or Warrant Certificates entitling the Holder thereof
to purchase a like aggregate number of Warrant Shares as the Warrant Certificate
or Warrant  Certificates  surrendered then entitle such Holder to purchase.  Any
Holder desiring to exchange a Warrant Certificate or Warrant  Certificates shall
make such  request in writing  substantially  in the form  attached as Exhibit B
hereto and  delivered  to the Company,  and shall  surrender,  duly  endorsed or
accompanied  by a written  instrument of transfer,  the Warrant  Certificate  or
Warrant  Certificates to be so exchanged.  Upon  registration  of transfer,  the
Company  shall  issue,  sign and  deliver a new Warrant  Certificate  or Warrant
Certificates to the person(s) entitled thereto.  No service fee or other expense
shall be charged  for any  exchange  or  registration  of  transfer of a Warrant
Certificate or of Warrant Certificates,  but the Company may require that Holder
make  payment of a sum  sufficient  to cover any stamp tax or other tax or other
governmental  charge  that is imposed in  connection  with any such  exchange or
registration of transfer.  The terms "Warrant" and "Warrant Certificate" as used
herein shall  include,  respectively,  any Warrant or Warrant  Certificate  into
which a Warrant  or Warrant  Certificate,  as the case may be, may be divided or
exchanged.


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                  At any time at which  the  Warrants  held by any  Holder  that
qualifies  as a  "subsidiary"  of a "bank  holding  company"  (as such terms are
defined in Section 225.2 of Regulation Y issued by the Board of Governors of the
Federal Reserve System  ("Regulation Y")) (a "BHC  Subsidiary")  would result in
such BHC Subsidiary  owning or  controlling  5% or more of the Company's  Common
Shares (including after taking into consideration any rebuttable presumptions of
control  contained  in Section  225.31(d)  of  Regulation  Y), no Warrant may be
transferred  by such BHC  Subsidiary,  unless  the BHC  Subsidiary  advises  the
Company in writing  (and in such case the Company  shall  thereupon  notify each
Holder in writing)  that the transfer  will be made:  (a) in a widely  dispersed
public  distribution;  (b) to a person  or group of  persons  that  already  had
"control"  (as  defined  in  Section  225.2  of  Regulation  Y) of  the  Company
immediately  prior to the transfer to such person or group of persons;  (c) in a
private sale to a person independent from and unrelated to the BHC Subsidiary in
which no person or group of persons acting in concert receives rights to acquire
more than 2% of the Company's  outstanding  Common  Stock;  (d) to a "broker" or
"dealer" (as those terms are defined in Section 3(a) of the Securities  Exchange
Act of 1934, as amended) for the purpose of conducting a widely dispersed public
distribution;  or (e) in a  transaction  which has been approved by the Board of
Governors of the Federal  Reserve System or is otherwise not  inconsistent  with
Regulation Y or the Bank Holding Company Act of 1956, as amended.

SECTION 5. .......Legend.


                  Unless  and  until   distributed   pursuant  to  an  effective
registration  statement under the Securities Act of 1933, as amended (the "Act")
or sold  pursuant to Rule 144  promulgated  thereunder  (or any similar  rule or
regulation),  (a) each Warrant  Certificate,  and each certificate  evidencing a
Warrant upon the transfer  thereof  shall bear the legend in the form affixed to
Exhibit A, and (b) each certificate for Warrant Shares initially issued upon the
exercise of a Warrant,  and each  certificate  for Common  Shares  issued to any
subsequent  transferee of any such certificate,  shall bear the following legend
(subject to any appropriate  modifications  as any  restrictions on transfer may
lapse):

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"),  OR ANY  STATE  SECURITIES  LAWS,  AND THEY MAY NOT BE
                  SOLD,   TRANSFERRED  OR  OTHERWISE   DISPOSED  OF  WITHOUT  AN
                  EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
                  ACT AND ANY APPLICABLE  STATE SECURITIES LAWS OR AN OPINION OF
                  COUNSEL   REASONABLY   SATISFACTORY   TO  THE   COMPANY   THAT
                  REGISTRATION IS NOT REQUIRED PURSUANT TO AN EXEMPTION FROM THE
                  REGISTRATION REQUIREMENTS UNDER SUCH ACT."


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SECTION 6. .......Exercise of Warrants.  Subject to the terms of this Agreement,
each Holder  shall have the right,  which may be  exercised  at any time or from
time to time commencing on the date hereof until 5:00 p.m., New York time, until
June 3, 2005 (the "Exercise Period"),  to receive from the Company the number of
fully paid and nonassessable Warrant Shares (and such other consideration) which
the Holder may at the time be entitled  to receive on  exercise of the  Warrants
and  payment  of the  Exercise  Price then in effect  for such  Warrant  Shares.
("Exercise  Price" shall mean, in the case of each Initial Warrant,  the Initial
Warrant  Exercise  Price  and,  in the case of each  Supplemental  Warrant,  the
Supplemental  Warrant  Exercise  Price,  in each case subject to  adjustment  as
provided herein.) In the alternative, each Holder may exercise its right, during
the  Exercise  Period,  to receive  Warrant  Shares on a net  basis,  such that,
without the exchange of any funds,  the Holder  receives  that number of Warrant
Shares (and such other  consideration)  otherwise  issuable  (or  payable)  upon
exercise of its Warrants less that number of Warrant  Shares having an aggregate
Current  Market  Value  (defined  below)  at the time of  exercise  equal to the
aggregate  Exercise Price that would  otherwise have been paid by the Holder for
the Warrant Shares.  Each Warrant not exercised during the Exercise Period shall
become void and all rights  thereunder  and all rights in respect  thereof under
this agreement  shall cease as of such time. No adjustments as to dividends will
be made upon exercise of the Warrants,  except as otherwise  expressly  provided
herein.

                  A Warrant may be  exercised  upon  surrender to the Company at
its office  designated  for such  purpose  (the address of which is set forth in
Section 13 hereof) of the Warrant  Certificate or  Certificates  to be exercised
with the form of  election  to  purchase  attached  thereto  duly  filled in and
signed,  and upon payment to the Company of the Exercise Price for the number of
Warrant Shares in respect of which such Warrants are then exercised.  Payment of
the aggregate  Exercise  Price shall be made in cash or by certified or official
bank check payable to the order of the Company or in the manner  provided in the
first paragraph of this Section 6.

                  Subject  to the  provisions  of  this  Section  6,  upon  such
surrender of Warrants and payment of the Exercise Price, the Company shall issue
and cause to be delivered  with all  reasonable  dispatch to or upon the written
order of the Holder and in such name or names as such  Holder  may  designate  a
certificate or certificates  for the number of full Warrant Shares issuable upon
the  exercise  of  such  Warrants  (and  such  other  consideration  as  may  be
deliverable  upon  exercise of such  Warrants)  together  with cash, if any, for
fractional  Warrant  Shares as  provided  in Section  11.  Such  certificate  or
certificates shall be deemed to have been issued and the person so named therein
shall be deemed to have become a holder of record of such  Warrant  Shares as of
the date of the  surrender of such  Warrants and payment of the Exercise  Price,
irrespective  of the date of delivery of such  certificate or  certificates  for
Warrant Shares.

                  Each Warrant shall be exercisable  during the Exercise  Period
at the  election of the Holder  thereof,  either in full or from time to time in
part (but if in part for a whole number of Warrant  Shares  only).  In the event
that a Warrant  Certificate  is  exercised  in  respect of fewer than all of the
Warrant  Shares  issuable  on such  exercise  at any time  period to the date of
expiration of the Warrants,  a new certificate  evidencing the remaining Warrant
or Warrants  will be issued and  delivered  pursuant to the  provisions  of this
Section 6 and of Section 2 hereof.


<PAGE>

                  All Warrant Certificates surrendered upon exercise of Warrants
shall be canceled and disposed of by the Company.  The Company shall keep copies
of this  Agreement  and any notices  given or received  hereunder  available for
inspection by the Holders during normal business hours at its office.

SECTION 7. .......Payment of Taxes. The Company will pay all documentary,  stamp
taxes and other governmental  charges  (excluding all foreign,  federal or state
income,  franchise,  property,  estate,  inheritance,  gift or similar taxes) in
connection with the issuance or delivery of the Warrants  hereunder,  as well as
all such taxes  attributable  to the  initial  issuance  or  delivery of Warrant
Shares upon the  exercise of Warrants  and payment of the  Exercise  Price.  The
Company  shall not,  however,  be required to pay any tax that may be payable in
respect of any subsequent  transfer of the Warrants or any transfer  involved in
the issuance  and delivery of Warrant  Shares in a name other than that in which
the Warrants to which such issuance  relates were  registered,  and, if any such
tax would  otherwise  be payable by the  Company,  no such  issuance or delivery
shall be made unless and until the person  requesting  such issuance has paid to
the Company the amount of any such tax or it is  established  to the  reasonable
satisfaction of the Company that any such tax has been paid.

SECTION 8.  .......Mutilated  or Missing  Warrant  Certificates.  If any Warrant
Certificate or certificate  evidencing Warrant Shares shall be mutilated,  lost,
stolen or  destroyed,  the Company  shall issue,  in exchange  and  substitution
therefor and upon  cancellation  of the mutilated  Warrant  Certificate or other
certificate, or in lieu of and substitution for the Warrant Certificate or other
certificate  lost,  stolen or  destroyed,  a new  Warrant  Certificate  or other
certificate of like tenor and  representing an equivalent  number of Warrants or
Warrant  Shares.  In the case of a lost,  stolen or destroyed  certificate,  the
Company may  condition the issuance of a new  certificate  upon the receipt of a
lost  warrant or lost share  affidavit,  ad shall  include the  indemnity of the
affiant Holder.

SECTION 9. Reservation of Warrant Shares. The Company shall at all times reserve
and keep  available,  free from preemptive  rights,  out of the aggregate of its
authorized but unissued Common Shares or its authorized and issued Common Shares
held in its treasury,  for the purpose of enabling it to satisfy any  obligation
to issue Warrant Shares upon exercise of Warrants,  the maximum number of shares
of  Common  Shares  which  may  then be  deliverable  upon the  exercise  of all
outstanding Warrants.

                  The  Company  or, if  appointed,  the  transfer  agent for the
Common  Shares and each  transfer  agent for any class of the  Company's  Shares
issuable upon the exercise of any of the Warrants  (collectively,  the "Transfer
Agent") will be irrevocably authorized and directed at all times to reserve such
number of authorized  shares as shall be required for such purpose.  The Company
shall keep a copy of this  Agreement and each Warrant  Certificate  on file with
the  Transfer  Agent.  The  Company  will  supply the  Transfer  Agent with duly
executed  certificates  for such  purposes and will  provide or  otherwise  make
available all other  consideration  that may be deliverable upon exercise of the
Warrants.  The Company will furnish such Transfer Agent a copy of all notices of
adjustments and certificates related thereto transmitted to each Holder pursuant
to Section 12.


<PAGE>

                  Before  taking  any action  which  would  cause an  adjustment
pursuant  to Section 10 hereof to reduce the  Exercise  Price below the then par
value (if any) of the  Warrant  Shares,  the  Company  shall take any  corporate
action which may, in the opinion of its counsel,  be necessary in order that the
Company  may validly and  legally  issue  fully paid and  nonassessable  Warrant
Shares at the Exercise Price as so adjusted.

                  The Company covenants that all Warrant Shares and other shares
issued upon exercise of the Warrants  will,  upon payment of the Exercise  Price
therefor and issuance  thereof,  be validly  authorized and issued,  fully paid,
nonassessable,  and free from all  preemptive  rights,  taxes,  liens,  charges,
personal  liability  and  security  interests  (other than those  created by, or
resulting from actions taken by, the Holder).

SECTION 10.  Adjustment of Exercise Price and Number of Warrant Shares Issuable.
The number of Common  Shares  issuable  upon the  exercise  of each  outstanding
Warrant  (the  "Warrant  Number") is initially  one (1).  The Warrant  Number is
subject  to  adjustment  from time to time  upon the  occurrence  of the  events
enumerated  in,  or as  otherwise  provided  in,  this  Section  10.  Upon  each
adjustment of the Warrant  Number,  the Exercise  Price shall be adjusted to the
price  determined by multiplying  the Warrant Number  immediately  prior to such
adjustment by the Exercise Price in effect  immediately prior to such adjustment
and  dividing  the product  thereof by the Warrant  Number  resulting  from such
adjustment.

(a)      Share Dividends; Share Splits; Etc.
         -----------------------------------

                  If the Company:

     (1)  pays a dividend or makes a  distribution  on its Common  Shares in its
          Common Shares;

     (2)  subdivides  or  reclassifies  its  outstanding  Common  Shares  into a
          greater number of Common Shares;

     (3)  combines or reclassifies its outstanding  Common Shares into a smaller
          number of Common Shares;

     (4)  pays a dividend  or makes a  distribution  on its  Common  Shares of a
          class other than Common Shares; or

     (5)  issues by  reclassification  of its  Common  Shares  any shares of any
          other class;

then the Warrant  Number in effect  immediately  prior to such  action  shall be
proportionately  adjusted so that the holder of any Warrant thereafter exercised
may receive the aggregate number and kind of shares of each class of the Company
which such holder  would have owned  immediately  following  such action if such
Warrant had been  exercised  immediately  prior to such action.  The  adjustment
shall become effective immediately after the record date.


<PAGE>

                  Such adjustment shall be made successively  whenever any event
listed above shall occur. If the occurrence of any event listed above results in
an adjustment  under  subsections  10(b) or 10(c) below,  no further  adjustment
shall be made under this subsection 10(a).

                  The  Company  shall not issue  Common  Shares as a dividend or
distribution  on any class of shares other than Common Shares unless the Holders
also receive such dividend or distribution on a ratable basis.

(b)      Adjustment for Rights Issue

                  If the Company  distributes  any  rights,  options or warrants
(whether or not  immediately  exercisable)  to any holders of its Common  Shares
entitling  them to  purchase  Common  Shares at a price per share  less than the
Current  Market Value  (defined  below) per share on the record date relating to
such  distribution,  the Warrant Number shall be adjusted in accordance with the
formula:

                           W* = W x ((O + N) / (O + ((N x P) / M)))

                  W* =     the adjusted Warrant Number.

                  W = the Warrant  Number  immediately  prior to the record date
for any such distribution.

                  O        = the number of Fully Diluted Shares  (defined below)
                           outstanding   on  the   record   date  for  any  such
                           distribution.

                  N        = the number of  additional  Common  Shares  issuable
                           upon exercise of such rights, options or warrants.

                  P = the exercise  price per share of such  rights,  options or
warrants.

                  M = the Current  Market  Value per Common  Share on the record
date for any such distribution.

                  The adjustment  shall be made  successively  whenever any such
rights,  options or warrants are issued and shall become  effective  immediately
after the record date for the determination of shareholders  entitled to receive
the rights,  options or warrants.  If at the end of the period during which such
rights, options or warrants are exercisable, not all rights, options or warrants
shall have been exercised,  the Warrant shall be immediately  readjusted to what
it would  have been if "N" in the above  formula  had been the  number of shares
actually issued.

(c)      Evidence of Indebtedness; Other Assets

                  If the Company distributes to all holders of its Common Shares
(i) any evidences of indebtedness  of the Company or any of its  subsidiaries or
any other person,  (ii) any assets  (including cash dividends) of the Company or
any of its subsidiaries or any other person (other than any distribution of cash
or  property  which  either  individually  or as part  of a  series  of  related
distributions constitutes a liquidating distribution of the Company to which the
provisions of subsection 10(m) apply), or (iii) any rights,  options or warrants
to acquire  any of the  foregoing  or to  acquire  any other  securities  of the
Company, the Warrant Number shall be adjusted in accordance with the formula:


<PAGE>

                           W* = W x (M / (M - F))

                  where:

                  W* =     the adjusted Warrant Number.

                  W = the Warrant  Number  immediately  prior to the record date
mentioned below.

                  M = the Current  Market  Value per Common  Share on the record
date mentioned below.

                  F        = the fair market value on the record date  mentioned
                           below of the indebtedness, assets, rights, options or
                           warrants  distributable  to the  holder of one Common
                           Share,  provided,  however, that for purposes of this
                           formula  "F"  shall in no event be  greater  than one
                           cent less than "M".

                  The adjustment  shall be made  successively  whenever any such
distribution  is made and shall become  effective  immediately  after the record
date for the determination of shareholders entitled to receive the distribution.
If an adjustment is made  pursuant to this  subsection  10(c) as a result of the
issuance  of rights,  options or  warrants  and at the end of the period  during
which any such rights, options or warrants are exercisable, not all such rights,
options or  warrants  shall have been  exercised,  the Warrant  Number  shall be
immediately  readjusted as if "F" in the above formula was the fair market value
on the record  date of the  indebtedness  or assets  actually  distributed  upon
exercise of such  rights,  options or  warrants  divided by the number of Common
Shares outstanding on the record date.

     This subsection  10(c)  does  not  apply to  rights,  options  or  warrants
          referred to in subsection 10(b).

(d)      Adjustment for Common Share Issue

                  If the Company  issues Common Shares for a  consideration  per
share  less  than the  Current  Market  Value per  Common  Share on the date the
Company fixes the offering price of such additional  shares,  the Warrant Number
shall be adjusted in accordance with the formula:


<PAGE>

                           W* = W x (A / (O + (P / M)))

                  where:

                  W* =     the adjusted Warrant Number.

                  W = the Warrant Number immediately prior to any such issuance.

                  A        = the  number  of Fully  Diluted  Shares  outstanding
                           immediately  after the  issuance  of such  additional
                           Common Shares.

                  O        = the  number  of Fully  Diluted  Shares  outstanding
                           immediately  prior to the issuance of such additional
                           Common Shares.

                  P = the aggregate  consideration  received for the issuance of
such additional Common Shares.

                  M        = the Current  Market  Value per Common  Share on the
                           date of issuance of such additional shares.

                  The adjustment  shall be made  successively  whenever any such
issuance is made, and shall become effective immediately after such issuance.

                  This   subsection   10(d)   does  not  apply  to  any  of  the
transactions described in subsection 10(a), to any issuance of any Common Shares
pursuant to rights, options or warrants (whether or not immediately exercisable)
granted in a  distribution  to which  subsection  10(b)  applied  (or would have
applied but for the fact that such  rights,  options or warrants  entitle  their
holders to acquire Common Shares at a price equal to or greater than the Current
Market Value of Common Shares on the record date relating to such  distribution)
or to any of the excepted issues and sales described in subsection 10(q).

(e)      Adjustment for Convertible Securities Issue

                  If  the  Company   issues  any  options,   warrants  or  other
securities  convertible  into or  exchangeable  or exercisable for Common Shares
(other than the  Warrants and  securities  issued in  transactions  described in
subsection  10(b) or 10(c))  for a  consideration  per  Common  Share  initially
deliverable upon  conversion,  exchange or exercise of such securities less than
the  Current  Market  Value per  Common  Share on the date of  issuance  of such
securities, the Warrant Number shall be adjusted in accordance with the formula:

                           W* = W x ((O + D) / (O + (P / M)))

                  where:

                  W* =     the adjusted Warrant Number.

                  W = the Warrant Number immediately prior to the issuance.

                  O  =     the number of Fully Diluted Shares outstanding
                           immediately prior to the issuance of
                           such securities.


<PAGE>

                  D        = the  maximum  number of Common  Shares  deliverable
                           upon  conversion  or in exchange for or upon exercise
                           of  such   securities  at  the  initial   conversion,
                           exchange or exercise rate.

                  P = the aggregate  consideration  received for the issuance of
such securities.

                  M = the Current  Market  Value per Common Share on the date of
issuance of such securities.

                  The foregoing  adjustments shall be made successively whenever
any such issuance is made,  and shall become  effective  immediately  after such
issuance.

                  If all of  the  Common  Shares  deliverable  upon  conversion,
exchange or exercise of the securities  described in this  subsection  10(e) has
not been issued when such securities are no longer outstanding, then the Warrant
Number shall promptly be readjusted to the Warrant Number which would then be in
effect had the adjustment  upon the issuance of such securities been made on the
basis of the actual number of Common Shares issued upon conversion,  exchange or
exercise of such securities.

(f)      Adjustment for Repurchase of Common Shares or Rights
         ----------------------------------------------------

                  If the  Company  repurchases,  redeems,  retires or  otherwise
acquires Common Shares or options, warrants or other securities convertible into
or  exchangeable  or  exercisable  for Common Shares (other than the Warrants as
contemplated  hereby) for a  consideration  per Common  Share  greater  than the
Current  Market Value per Common Share on the date of  repurchases,  redemption,
retirement or acquisition (collectively  "Acquisitions") of such securities, the
Warrant Number shall be adjusted in accordance with the formula:

                           W* = W x (A / (O - (R / M)))

                  where:

                  W* =     the adjusted Warrant Number.

                  W  =  the  Warrant  Number   immediately  prior  to  any  such
Acquisition.

                  A        = the  number  of  shares  of  Fully  Diluted  Shares
                           outstanding immediately after the Acquisition of such
                           securities.

     O    = the number of Fully Diluted Shares outstanding  immediately prior to
          the Acquisition of such securities.

                  R = the aggregate  consideration  paid for the  Acquisition of
such securities.

                  M        = the Current  Market  Value per Common  Share on the
                           date of Acquisition of such securities.


<PAGE>

(g)      Certain Definitions

                  "Affiliate" shall mean, with respect to any person,  any other
person  directly or indirectly  controlling  or controlled by or under direct or
indirect common control with such person.  For the purposes of this  definition,
"control,"  when used with respect to any person,  means the power to direct the
management and policies of such person, directly or indirectly,  whether through
the  ownership of voting  securities,  by contract or  otherwise;  and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

                  "Current  Market  Value"  per  Common  Share  or of any  other
security of the Company or any of its Subsidiaries (herein collectively referred
to as a "Security") at any date shall be:

     (1)  if the Security is traded on a national  securities exchange or on the
          over-the-counter  market,  the average of the closing sales prices for
          the thirty  trading days  immediately  preceding  such date or, on any
          trading day for which there is no reported sale of such Security,  the
          average of the bid and asked  prices on such day;  provided,  however,
          that if the market price is described above is not determinable for at
          least  fifteen (15) trading  days in such period,  the Current  Market
          Value of the Security  shall be  determined as if the Security was not
          traded on a national  securities  exchange or on the  over-the-counter
          market; or

     (2)  if the Security is not traded on a national  securities exchange or on
          the  over-the-counter  market (i) the value of the Security determined
          in good faith by the Board of Directors  of the Company and  certified
          in a board  resolution,  based on the most  recently  completed  arm's
          length  transaction  between the  Company  and a person  other than an
          Affiliate of the Company in which such  determination is necessary and
          the closing of which occurs on such date or shall have occurred within
          the six months  preceding such date; (ii) if no transaction  described
          in  clause  (i)  shall  have  occurred  on such  date or  within  such
          six-month period,  the value of the Security most recently  determined
          as  of a  date  within  the  six  months  preceding  such  date  by an
          Independent  Financial  Expert;  or (iii) if  neither  clause  (i) nor
          clause (ii) is  satisfied,  by the Board of  Directors of the Company,
          unless the holders of a majority of the  Warrants  disagree  with such
          Board  determination  within ten days of notice thereof, in which case
          the value of the Security determined as of such date by an Independent
          Financial Expert; or

     (3)  notwithstanding  the  foregoing,  if the Security is being issued in a
          public  offering,  the  "Current  Market  Value" shall be the offering
          price to the public therefor;

provided, however, that for purposes of applying this Section 10 to any Warrant,
the Current  Market  Value of a Common  Share shall in no event be less than the
Exercise  Price for such  Warrant,  as adjusted  from time to time in accordance
with this Agreement.


<PAGE>

                  "Independent   Financial   Expert"   shall  mean  a  qualified
investment  banking firm chosen by the Company and reasonably  acceptable to the
Holders of a majority of the  Warrants  (i) that does not (and whose  directors,
officers,  employees and  Affiliates do not) have a direct or indirect  material
financial  interest in the Company,  (ii) that has not been, and, at the time it
is called upon to serve as an Independent  Financial Expert under this Agreement
is not (and none of whose  directors,  officers,  employees or Affiliates  is) a
promoter,  director or officer of the Company,  (iii) that has not been retained
by the  Company  for any  purpose,  other than to  perform an equity  valuation,
within the preceding twelve months, and (iv) that, in the reasonable judgment of
the Board of  Directors of the  Company,  is otherwise  qualified to serve as an
independent  financial  advisor.  The value of a Security as  determined  by the
Independent  Financial  Expert  shall be based upon an arm's  length sale of the
Company (including its ownership interests in all persons) as an entirety on the
applicable date between a willing buyer and a willing seller,  without reference
to any discount  for  minority  interest,  restrictions  on transfer,  disparate
voting rights among classes of equity or lack of marketability. Any compensation
and  indemnification  of the Independent  Financial Expert shall be borne by the
Company.

(h)      Consideration Paid or Received

                  For purposes of any computation respecting  consideration paid
or received pursuant to subsections  10(d), 10(e) and 10(f), the following shall
apply:

(1)               in the case of the issuance or  Acquisition  of Common  Shares
                  for cash, the consideration  shall be the amount of such cash,
                  provided, however, that in no case shall any deduction be made
                  for any commissions,  discounts or other expenses  incurred by
                  the Company for any  underwriting of the issue or otherwise in
                  connection therewith;

(2)               in the case of the issuance or  Acquisition  of Common  Shares
                  for a  consideration  in whole or in part other than cash, the
                  consideration  other  than cash shall be deemed to be the fair
                  market value thereof (irrespective of the accounting treatment
                  thereof)  as   determined  in  good  faith  by  the  Board  of
                  Directors; and

(3)               in the case of the  issuance  of  options,  warrants  or other
                  securities convertible into or exchangeable or exercisable for
                  Common Shares, the aggregate  consideration  received therefor
                  shall  be  deemed  to be  the  consideration  received  by the
                  Company  for  the  issuance  of  such   securities   plus  the
                  additional  minimum  consideration,  if any, to be received by
                  the Company upon the conversion,  exchange or exercise thereof
                  (the  consideration  in each case to be determined in the same
                  manner as provided  in clauses (1) and (2) of this  subsection
                  10(h)).

(i)      Deferral of De Minimis Adjustment; Readjustment

                  No  adjustment  the  Warrant  Number  need be made  unless the
adjustment would require an increase or decrease of at least 0.5% in the Warrant
Number. Any adjustments that are not made shall be called forward and taken into
account in any subsequent adjustment, provided, however, that no such adjustment
shall be deferred beyond the date on which a Warrant is exercised.


<PAGE>

     All  calculations  under  this  Section  10  shall  be made to the  nearest
1/1000th of a share and the nearest cent.

                  If an  adjustment is made upon the  establishment  of a record
date for a distribution  subject to subsections  10(a),  10(b) or 10(c) and such
distribution is subsequently  canceled,  the Warrant Number then in effect shall
be readjusted,  effective as of the date when the Board of Directors  determines
to cancel  such  distribution,  to that which  would have been in effect if such
record date had not been fixed.

                  To the extent the Warrants  become  convertible  into cash, no
adjustment  need be made  thereafter  as to the  amount of cash into  which such
Warrants are exercisable. Interest will not accrue on the cash.

(j)      Notice of Adjustment

                  Whenever the Warrant Number or Exercise Price is adjusted, the
Company shall provide the notices required by Section 12.

(k)      Voluntary Reduction

                  The Company from time to time may reduce the Exercise Price by
any amount for any period of time (including,  without limitation,  permanently)
if the period is at least thirty (30) days and if the  reduction is  irrevocable
during the period.  Whenever the Exercise  Price is reduced,  the Company  shall
mail to the Holders a notice of the reduction. The Company shall mail the notice
at least  fifteen  (15) days  before the date the reduced  Exercise  Price takes
effect. The notice shall state the reduced Exercise Price and the period it will
be in effect.  A reduction of the  Exercise  Price under this  subsection  10(k)
(other than a permanent  reduction) does not change or adjust the Exercise Price
otherwise in effect for purposes of  subsections  10(a),  10(b),  10(c),  10(d),
10(e) or 10(f).

(l)      When Issuance or Payment May Be Deferred

                  In any case in which  this  Section 10 shall  require  that an
adjustment  in the Warrant  Number be made  effective  as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event (i) issuing to the Holder of any Warrant  exercised after such record date
the Warrant Shares and other shares of the Company,  if any,  issuable upon such
exercise over and above the Warrant  Shares and other shares of the Company,  if
any,  issuable  upon such  exercise on the basis of the Warrant  Number prior to
such adjustment,  and (ii) paying to such Holder any amount in cash in lieu of a
fractional  share pursuant to Section 11;  provided,  however,  that the Company
shall  deliver  to such  Holder  a due  bill  or  other  appropriate  instrument
evidencing such Holder's right to receive such additional Warrant Shares,  other
shares and cash upon the occurrence of the event requiring such adjustment.


<PAGE>

(m)      Reorganizations

                  In case of any capital reorganization, other than in the cases
referred  to in  subsections  10(a)  through  10(f)  hereof,  inclusive,  or the
consolidation or merger of the Company with or into another  corporation  (other
than  a  merger  or  consolidation  in  which  the  Company  is  the  continuing
corporation and which does not result in any reclassification of the outstanding
Common  Shares  into  other  shares or other  securities  or  property),  or the
liquidation of the Company or distribution  or proceeds  following a sale of the
property of the Company as an entirety or substantially as an entirety (any such
action, a "Reorganization"), there shall thereafter be deliverable upon exercise
of any Warrant (in lieu of the number of Common Shares theretofore  deliverable)
the number of other shares or other securities,  cash or other property to which
a holder  of the  number  of  Common  Shares  that  would  otherwise  have  been
deliverable upon the exercise of such Warrant would have been entitled upon such
Reorganization  if such Warrant had been exercised in full immediately  prior to
such Reorganization.  In case of any Reorganization,  appropriate adjustment, as
determined  in good  faith  by the  Board of  Directors  of the  Company,  whose
determination  shall be described in a duly adopted resolution  certified by the
Company's Secretary or Assistant Secretary,  shall be made in the application of
the  provisions  herein set forth with  respect to the rights and  interests  of
Holders so that the provisions set forth herein shall  thereafter be applicable,
as nearly as possible,  in relation to any shares or other  property  thereafter
deliverable upon exercise of Warrants.

                  The Company shall not effect any  Reorganization  unless prior
to or simultaneously with the consummation thereof the successor corporation (if
other than the  Company)  resulting  from such  Reorganization  shall  expressly
assume, by a supplemental  Warrant Agreement or other  acknowledgement  executed
and delivered to the  Holder(s),  the  obligation to deliver to each such Holder
such other shares,  securities  or assets as, in  accordance  with the foregoing
provisions,  such holder may be entitled to purchase,  and all other obligations
and liabilities under this Agreement.

(n)      Form of Warrants

                  Irrespective  of any  adjustments in the Exercise Price or the
number or kind of shares purchasable upon the exercise of the Warrants, Warrants
theretofore  or  thereafter  issued may  continue  to express the same price and
number and kind of shares as are stated in the  Warrants  initially  pursuant to
this Agreement.

(o)      Adjustments in Other Securities

                  If as a result  of any  event  or for any  other  reason,  any
adjustment is made which  increases  the number of Common  Shares  issuable upon
conversion,  exercise or exchange of, or in the  conversion or exercise price or
exchange ratio applicable to, any outstanding securities of the Company that are
convertible  into, or exercisable or exchangeable  for, Common Shares,  and such
adjustment  would, if made upon the original  issuance of such securities,  have
resulted in any  adjustment  pursuant to this  Section 10, then a  corresponding
adjustment  shall be made  hereunder  to  increase  the number of Common  Shares
issuable  upon  exercise  of the  Warrants,  but only to the extent that no such
adjustment has been made pursuant to subsections  10(a),  10(b),  10(c) or 10(d)
hereof with respect to such event or for such other reason.


<PAGE>

(p)      Miscellaneous

                  For purpose of this Section 10 the term "Common  Shares" shall
mean (i) shares of any class  designated  as Common Shares of the Company at the
date of this Agreement, (ii) shares of any other class resulting from successive
changes or  reclassification  of such shares consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value. For
purposes  of this  Section 10 the term  "Fully  Diluted  Shares"  shall mean (i)
Common Shares outstanding as of a specified date, and (ii) Common Shares into or
for which rights,  options,  warrants or other securities outstanding as of such
date are exercisable or convertible.  In the event that at any time, as a result
of an adjustment made pursuant to this Section 10, the holders of Warrants shall
become  entitled to purchase any  securities  of the Company  other than,  or in
addition  to,  Common  Shares,  thereafter  the  number or amount of such  other
securities  so  purchasable  upon  exercise of each Warrant  shall be subject to
adjustment  from time to time in a manner and on terms as nearly  equivalent  as
practicable  to the provisions  with respect to the Warrant Shares  contained in
subsections 10(a) through 10(o), inclusive, and the provisions of this Agreement
with  respect to the  Warrant  Shares or the Common  Shares  shall apply on like
terms to any such other securities.

(q)      Excepted Issues and Sales

                  No  adjustments  pursuant to this  Section 10 shall be made in
respect of the issuance of Common  Shares upon (i)  exercise of Warrants  issued
pursuant to this Agreement,  or (ii) the exercise of options  outstanding on the
date hereof.

SECTION 11.  Fractional  Interests.  The Company  shall not be required to issue
fractional Warrant Shares on the exercise of Warrants.  If more than one Warrant
shall be presented for exercise in full at the same time by the same holder, the
number of full Warrant Shares which shall be issuable upon the exercise  thereof
shall be  computed  on the  basis of the  aggregate  number  of  Warrant  Shares
purchasable  on exercise  of the  Warrants so  presented.  If any  fraction of a
Warrant Share would,  except for the  provisions of this Section 11, be issuable
on the exercise of all outstanding Warrants,  the Company shall pay an amount in
cash  equal to the  fair  market  value of the  Warrant  Share so  issuable  (as
determined  in  good  faith  by the  Board  of  Directors),  multiplied  by such
fraction.

SECTION  12.  Notices to  Holders.  Upon any  adjustment  pursuant to Section 10
hereof,  the Company shall  promptly  thereafter  (a) cause to be filed with the
Company a  certificate  of an officer of the Company  setting  forth the Warrant
Number and Exercise Price after such  adjustment and setting forth in reasonable
detail the method of calculation and the facts upon which such  calculations are
based,  and (b)  cause  to be  given to each of the  registered  holders  of the
Warrant  Certificates  at his or its address  appearing on the Warrant  register
written notice of such adjustments by first class mail,  postage prepaid.  Where
appropriate,  such notice may be given in advance and  included as a part of the
notice required to be mailed under the other provisions of this Section 12.


<PAGE>

                  In case:

     (i) the  Company  shall  authorize  the  issuance  to all holders of Common
Shares of rights, options or warrants to subscribe for or purchase Common Shares
or of any other subscription rights or warrants; or

     (ii) the Company shall authorize the  distribution to all holders of Common
Shares of  assets,  including  cash,  evidences  of its  indebtedness,  or other
securities; or

     (iii) of any  consolidation or merger to which the Company is party and for
which  approval  of any  shareholders  of the  Company  is  required,  or of the
conveyance or transfer of the properties and assets of the Company substantially
as an entirety,  or of any  reclassification or change of Common Shares issuable
upon  exercise of the  Warrants  (other than a change in par value,  or from par
value to no par value,  or from no par value to par  value,  or as a result of a
subdivision  or  combination),  or a tender  offer or exchange  offer for Common
Shares; or

     (iv) of the voluntary or involuntary dissolution, liquidation or winding up
of the Company; or

     (v)  the  Company  proposes  to take  any  action  that  would  require  an
adjustment to the Warrant Number or the Exercise Price pursuant to Section 10;

then the Company  shall cause to be given to each of the  registered  Holders of
the  Warrant  Certificates  at his  or  its  address  appearing  on the  Warrant
register,  at least 30 days  prior to the  applicable  record  date  hereinafter
specified,  or the date of the event in the case of events for which there is no
record date, by first-class mail,  postage prepaid, a written notice stating (i)
the date as of which the  holders of record of Common  Shares to be  entitled to
receive any such rights, options, warrants or distribution are to be determined,
or (ii) the initial  expiration  date set forth in any tender  offer or exchange
offer for  Common  Shares,  or (iii)  the date on which any such  consolidation,
merger, conveyance, transfer, dissolution, liquidation or winding up is expected
to become effective or consummated, and the date as of which it is expected that
holders of record of Common Shares shall be entitled to exchange such shares for
securities or other property,  if any,  deliverable upon such  reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up.  No  such  distribution,  right,  option,  warrant,  consolidation,  merger,
conveyance,  transfer, dissolution,  liquidation or winding up, or the vote upon
any  action,  shall be  affected  unless and until such notice to the holders of
Warrant Certificates has been given in a timely manner.

                  Nothing   contained  in  this  Agreement  or  in  any  Warrant
Certificate shall be construed as conferring upon the Holders of Warrants (prior
to the exercise of such  Warrants) the right to vote or to consent or to receive
notice as  shareholders  in  respect  of the  meetings  of  shareholders  or the
election  of  Directors  of the  Company  or any  other  matter,  or any  rights
whatsoever as shareholders of the Company;  provided,  however,  that nothing in
the  foregoing  provision  is  intended  to detract  from any rights  explicitly
granted to any Holder hereunder.

SECTION  13.  Notices  to  the  Company  and  Holders.  All  notices  and  other
communications   provided   for  or  permitted   hereunder   shall  be  made  by
hand-delivery,   first-class   mail,   telecopier,   or  overnight  air  courier
guaranteeing next day delivery:


<PAGE>

(a)      if to the Company, to:

                           Amcast Industrial Corporation
                           7887 Washington Village Drive
                           Dayton, Ohio  45459
                           Attn:  Secretary and General Counsel
                           Fax:  (937) 291-7005

                           With a copy (except for routine communications) to:

                           David Neuhardt
                           Thompson Hine LLP
                           2000 Courthouse Plaza, N.E.
                           10 West Second Street
                           Dayton, Ohio  45402
                           Fax:  (937) 443-6635

                           If to any Holder,  to the address for it set forth on
                           the signature pages of the Subordination Agreement.

                  All such  notices and  communications  shall be deemed to have
been duly given:  at the time delivered by hand, if personally  delivered;  five
business days after being  deposited in the mail,  postage  prepaid,  if mailed;
when receipt acknowledged, if telecopied; and the next business day after timely
delivery to the courier, if sent by overnight air courier  guaranteeing next day
delivery.  The parties may change the addresses to which notices are to be given
by giving five days' prior notice of such change in accordance herewith.

SECTION 14. The Company's  Representations  and  Warranties.  The Company hereby
represents  and  warrants  to each of the  Holders  that (a) the Company has the
legal power and authority to execute and deliver this Agreement and to fully and
timely  perform  each  of its  obligations;  (b)  the  officers  executing  this
Agreement have been duly authorized to execute and deliver the same and bind the
Company with respect to the  provisions  hereof;  (c) the execution and delivery
hereof by the Company and the  performance  and observance by the Company of the
provisions  hereof do not violate or conflict with the Articles of Incorporation
or  Regulations of the Company or any law applicable to the Company or result in
a breach of any provision of or constitute a default under any other  agreement,
instrument or document binding upon or enforceable against the Company;  (d) the
Company  has  authorized,   issued  and  outstanding,   and  held  in  treasury,
respectively,  that  number  of  shares  of each  class  as is set  forth in the
Company's  Form 10 Q for the Period  Ended March 4, 2001;  (e) Schedule 3 hereto
sets  forth  a true  and  complete  list  of  all  existing  options,  warrants,
convertible  securities  or any other rights of any person to acquire any equity
securities of the Company  together,  in each case,  with a  description  of the
security(ies)  such  person  has  the  right  to  acquire  and the  exercise  or
conversion  price  required  to  be  paid  therefore,  and  (f)  this  Agreement
constitutes  a valid and binding  obligation  of the  Company in every  respect,
enforceable in accordance with its terms.


<PAGE>

SECTION 15. Each Holder's  Representations and Warranties.  Each of the Holders,
several and not  jointly,  represents  and warrants to the Company that (a) such
Holder's  Warrants  are  being  acquired  for the  account  of such  Holder  for
investment  and not  with a view to,  or for  resale  in  connection  with,  the
distribution  thereof,  (b) such Holder has no present intention of distributing
or reselling such Warrants,  and (c) such Holder is an "accredited  investor" as
such term in defined in Regulation D promulgated under the Act.

SECTION 16. Regulatory Problems. In the event of any determination by any Holder
(a  "Regulated  Holder")  that,  by reason of any existing or future  federal or
state rule, regulation,  guideline,  order, request or directive (whether or not
having the force of law and whether or not failure to comply  therewith would be
unlawful)  (collectively,   a  "Regulatory  Requirement"),   it  is  effectively
restricted or prohibited  from holding any of the Warrants or the Warrant Shares
(including any shares or other securities distributable to such Regulated Holder
in  any  merger,  reorganization,  readjustment  or  other  reclassification  of
securities),  the Company and the other Holders agree to use reasonable  efforts
to take such action as reasonably  necessary to permit such Regulated  Holder to
comply with such  Regulatory  Requirement.  Any expenses  related to taking such
action  will be borne by the  Regulated  Holder.  Such  action  to be taken  may
include,  without  limitation,  the Company's  authorization  of one or more new
classes of capital  stock and the  modification  or amendment of the articles of
incorporation  or any other documents or instrument  executed in connection with
the Warrants or other securities held by such Regulated  Holder.  Such Regulated
Holder  shall give  written  notice to the Company and the other  Holders of any
such  determination  and the action or  actions  necessary  to comply  with such
Regulatory  Requirement,  and the Company and such other  Holders shall take all
steps reasonably necessary to comply with such determination as expeditiously as
possible including,  without limitation,  voting all shares of the Company owned
or  controlled by them in favor of such action or actions.  No Regulated  Holder
may be required to transfer any Common  Shares in  violation  of any  Regulatory
Requirement.

SECTION 17. Other  Agreements.  This Agreement and the Warrant  Certificates are
subject in their entirety  to, and the Holders are entitled to
the benefits of the Registration Rights Agreement.

SECTION 18.  Successors  and Assigns.  All the covenants and  provisions of this
Agreement  by or for the benefit of the  Holders and the Company  shall bind and
inure to the  benefit of their  respective  successors  and  assigns;  provided,
however,  that the Company shall not assign any of its rights or delegate any of
its obligations hereunder without the prior written consent of the Purchaser.

SECTION 19.  Termination.  This Agreement  shall  terminate if all Warrants have
been exercised pursuant to this Agreement.

SECTION 20. Governing Law. This Agreement and each Warrant  Certificate shall be
interpreted and enforcedin accordance with the laws of the State of Ohio without
regard to principles of conflicts of causes.

SECTION 21.  Jurisdiction and Venue. All judicial  proceedings arising out of or
relating to this Agreement or any obligation  hereunder  shall be brought in the
United States  District Court for the Northern  District of Ohio or in the Court
of Common Pleas,  Cuyahoga County,  Ohio, and by their respective  execution and
delivery  of this  Agreement,  the  undersigned  accept  for  themselves  and in
connection   with  their   properties,   generally  and   unconditionally,   the
jurisdiction   of  the   aforesaid   courts  and  waive  any  defense  of  forum
nonconveniens,  and  irrevocably  agree  to be bound  by any  judgment  rendered
thereby in connection with this Agreement.


<PAGE>

SECTION  22.  Benefits of This  Agreement.  Nothing in this  Agreement  shall be
construed  to give to any person or  corporation  other than the Company and the
Holders any legal or equitable right, remedy or claim under this Agreement;  but
this Agreement  shall be for the sole and exclusive  benefits of the Company and
the Holders.

SECTION  23.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts and by facsimile  signature and each of such counterparts shall for
all  purposes  be  deemed to be an  original,  and all such  counterparts  shall
together constitute but one and the same instrument.

SECTION 24.  Amendments  and  Waivers.  No provision  of this  Agreement  may be
amended or waived except by an instrument in writing  signed by the party sought
to be bound.  No failure or delay by any party in exercising any right or remedy
hereunder shall operate as a waiver thereof,  and a waiver of a particular right
or remedy  on one  occasion  shall not be deemed a waiver of any other  right or
remedy or a waiver of the same right or remedy on any subsequent occasion.

SECTION 25. Severability of Provisions; Captions; Attachments. Wherever possible
each  provision of this  Agreement  shall be interpreted in such manner as to be
effective and valid under applicable law. Any provision of this Agreement hat is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof or  affecting  the  validity or
enforceability of such provision in any other jurisdiction. The several captions
to Sections and subsections  herein are inserted for convenience  only and shall
be ignored in interpreting  the provisions of this  Agreement.  Each schedule or
exhibit  attached to this Agreement  shall be  incorporated  herein and shall be
deemed to be a part hereof.

SECTION 26. Legal  Representation  of Parties.  This Agreement was negotiated by
the  parties  with  the  benefit  of  legal   representation  and  any  rule  of
construction  or  interpretation   otherwise  requiring  this  Agreement  to  be
construed or interpreted  against any party shall not apply to any  construction
or interpretation hereof or thereof.



SECTION 27. JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED,  TO THE EXTENT PERMITTED
BY LAW,  HEREBY  WAIVES ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING  ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG THEM, OR ANY OF
THEM,  ARISING  OUT OF, IN  CONNECTION  WITH,  RELATED TO OR  INCIDENTAL  TO THE
RELATIONSHIP  ESTABLISHED  AMONG THEM IN CONNECTION  WITH THIS  AGREEMENT OR ANY
DOCUMENT  EXECUTED OR  DELIVERED  IN  CONNECTION  HEREWITH  OR THE  TRANSACTIONS
RELATED THERETO.

                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed by its  authorized  representative,  as of the day
and year first above written.


   AMCAST INDUSTRIAL CORPORATION

                                          By:   /s/ Francis J. Drew
                                          Name:     Francis J. Drew
                                          Title:    Vice President

                                          and   /s/ Denis G. Daly
                                          Name:     Denis G. Daly
                                          Title:    Secretary


                                          KEYBANK NATIONAL ASSOCIATION,
                                             as Agent and as a Bank

                                          By:   /s/ Alan J. Ronan
                                          Name:     Alan J. Ronan
                                          Title:    Senior Vice President


                                          THE BANK OF NEW YORK

                                          By:   /s/ Stephen C. Brennan
                                          Name:     Stephen C. Brennan
                                          Title:    Vice President


                                          BANK ONE INDIANA, N.A.

                                          By:   /s/ Jeffrey C. Nicholson
                                          Name:     Jeffrey C. Nicholson
                                          Title:    Vice President

<PAGE>

                                          CREDIT AGRICOLE INDOSUEZ

                                          By:   /s/ Larry Materi
                                          Name:     Larry Materi
                                          Title:    Vice President

                                          and   /s/ Paul A. Dytrych
                                          Name:     Paul A. Dytrych
                                          Title:    Vice President


                                          COMERICA BANK

                                          By:   /s/ Nicholas G. Mester
                                          Name:     Nicholas G. Mester
                                          Title:    Assistant Vice President


                                          NATIONAL CITY BANK

                                          By:   /s/ Neal J. Hinker
                                          Name:     Neal J. Hinker
                                          Title:    Senior Vice President


                                          FIRSTAR BANK, N.A.
                                            (fka STAR BANK, N.A.)

                                          By:   /s/ Greg Wilson
                                          Name:     Greg Wilson
                                          Title:    AVP / Its attorney-in-fact


                                          INTESABCI  -  CHICAGO BRANCH
                                             (successor in interest to Banca
                                             Comerciale Italiana)

                                          By:   /s/ Frank Maffei
                                          Name:     Frank Maffei
                                          Title:    Vice President

                                          and   /s/ Charles Dougherty
                                          Name:     Charles Dougherty
                                          Title:    Vice President



<PAGE>




                                          UNICREDITO ITALIANO SPA

                                          By:   /s/ Saiyed A. Abbas
                                          Name:     Saiyed A. Abbas
                                          Title:    Vice President

                                          and   /s/ Charles Michael
                                          Name:     Charles Michael
                                          Title:    Vice President


                                          SANPAOLO IMI S.p.A.

                                          By:   /s/ Luca Sacchi
                                          Name:     Luca Sacchi
                                          Title:    Vice President

                                          and   /s/ Carlo Persico
                                          Name:     Carlo Persico
                                          Title:    General Manager


                                          PRINCIPAL LIFE INSURANCE COMPANY

                                         By:   /s/ Christopher J. Henderson
                                         Name:     Christopher J. Henderson
                                         Title:    Counsel

                                         and   /s/ Thomas R. Pospisil
                                         Name:     Thomas R. Pospisil
                                         Title:    Counsel


                                         NORTHWESTERN MUTUAL LIFE INSURANCE CO.

                                         By:   /s/ Jeffrey J. Lueken
                                         Name:     Jeffrey J. Lueken
                                         Title:    Its authorized representative





<PAGE>



                                       A-3
                                    Exhibit A

                          [Form Of Warrant Certificate]

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  OR ANY STATE  SECURITIES
LAWS, AND THEY MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT  FOR SUCH  SECURITIES  UNDER  THE ACT AND ANY
APPLICABLE   STATE   SECURITIES  LAWS  OR  AN  OPINION  OF  COUNSEL   REASONABLY
SATISFACTORY  TO THE COMPANY THAT  REGISTRATION  IS NOT REQUIRED  PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT.

THE WARRANTS  REPRESENTED BY THIS  CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND
CONDITIONS OF A WARRANT AGREEMENT DATED AS OF JUNE 5, 2001, AS AMENDED FROM TIME
TO TIME, BY AND AMONG THE COMPANY AND THE HOLDERS SPECIFIED  THEREIN,  A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.  THE SALE,  TRANSFER OR
OTHER  DISPOSITION OF THE WARRANTS IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND
THE WARRANTS ARE TRANSFERABLE ONLY UPON PROOF OF SUCH COMPLIANCE THEREWITH.

                       EXERCISABLE ON OR BEFORE 5:30 P.M.,
                           NEW YORK TIME, JUNE 4, 2005

                                                      Warrants to Purchase ___
                                                                 Common Shares
No. W-__________

                               WARRANT CERTIFICATE

                  This      Warrant       Certificate       certifies       that
________________________,  or registered  assigns,  is the registered  holder of
__________  Warrants,  each Warrant to purchase initially,  at any time from the
date hereof until 5:30 p.m. New York time on June 4, 2005  ("Expiration  Date"),
one (1)  fully-paid  and  non-assessable  Common Share,  no par value,  ("Common
Share"), of Amcast Industrial Corporation,  an Ohio corporation (the "Company"),
at the initial  exercise  price,  subject to adjustment  in certain  events (the
"Exercise  Price"),  of [$_____] per Common Share upon surrender of this Warrant
Certificate  and  payment  of the  Exercise  Price at an office or agency of the
Company, but subject to conditions set forth herein and in the Warrant Agreement
dated as of June 5, 2001 by and among the Company,  and the Holders,  as amended
from  time to time in  accordance  with its  terms  (the  "Warrant  Agreement").
Payment of the Exercise  Price shall be made payable to the order of the Company
and by surrender of this Warrant Certificate.

                  No Warrant may be exercised after 5:30 p.m., New York time, on
the  Expiration  Date,  at which  time all  Warrants  evidenced  hereby,  unless
exercised prior thereto, shall thereafter be void.


<PAGE>

                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,
which Warrant  Agreement is hereby  incorporated by reference in and made a part
of this  instrument  and is hereby  referred to for a description of the rights,
limitation  of rights,  obligations,  duties and  immunities  thereunder  of the
Company and the Holders (the words "Holders" and "Holder" meaning the registered
holders or registered holder) of the Warrants.

                  The Warrant  Agreement  provides  that upon the  occurrence of
certain  events the Exercise  Price and the type and/or  number of the Company's
securities issuable thereupon may, subject to certain  conditions,  be adjusted.
In such event,  the  Company  will,  at the  request of the Holder,  issue a new
Warrant  Certificate  evidencing  the  adjustment in the Exercise  Price and the
number  and/or type of  securities  issuable  upon the exercise of the Warrants;
provided,  however,  that the  failure of the  Company to issue such new Warrant
Certificates shall not in any way change, alter, or otherwise impair, the rights
of the Holder as set forth in the Warrant Agreement.

                  The  holders  of  the   Warrants   are   entitled  to  certain
registration  rights with respect to the Common Share issuable upon the exercise
thereof.  Said  registration  rights  are set  forth  in a  registration  rights
agreement  dated as of June 5, 2001,  by and among the  Company  and the Holders
(the   "Registration   Rights   Agreement").   By  acceptance  of  this  Warrant
Certificate,  the holder  hereof agrees that upon exercise of some of all of the
Warrants  evidenced  hereby,  he or it will be bound by the Registration  Rights
Agreement  as a  holder  of  Registrable  Securities  thereunder.  A copy of the
Registration  Rights Agreement may be obtained by the holder hereof upon written
request to the Company.

                  Upon due  presentation  for  registration  of transfer of this
Warrant  Certificate  at an  office  or agency  of the  Company,  a new  Warrant
Certificate  or  Warrant  Certificates  of  like  tenor  and  evidencing  in the
aggregate  a like  number of Warrants  shall be issued to the  transferee(s)  in
exchange  for this  Warrant  Certificate,  subject to the  limitations  provided
herein and in the  Warrant  Agreement,  without an charge  except for any tax or
other governmental charge imposed in connection with such transfer.

                  Upon the exercise of less than all of the  Warrants  evidenced
by this Warrant  Certificate,  the Company shall  forthwith  issue to the Holder
hereof a new Warrant Certificate representing such numbered unexercised Warrants
pursuant to the terms of the Warrant Agreement.

                  The Company may deem and treat the registered Holder(s) hereof
as the  absolute  owner(s)  of this  Warrant  Certificate  (notwithstanding  any
notation of ownership or other writing  hereon made by anyone),  for the purpose
of any exercise hereof, and of any distribution to the Holder(s) hereof, and for
all other  purposes,  and the Company shall not be affected by any notice to the
contrary.  Neither the Warrant nor this Warrant Certificate  entitles any holder
hereof to any rights of a shareholder of the Company.

                  All terms used in this Warrant  Certificate  which are defined
in the Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement,  a copy of which may be  obtained by the holder  hereof upon  written
request to the Company.



<PAGE>


                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly  authorized  representative,  as of the day
and year first above written.

                                          AMCAST INDUSTRIAL CORPORATION



                                          By:_______________________
                                          Name:
                                          Its:
Accepted as of June 5, 2001:


[        _________                                   ]
 ----------------------------------------------------
Name of Holder


         _________
-----------------------------------------------------
By:      _________
   --------------------------------------------------
Its:     _________
    -------------------------------------------------



<PAGE>



                                       B-1
                                    Exhibit B

                          Form of Election To Purchase

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

                  1. The undersigned, pursuant to the provisions of the attached
Warrant  Agreement,  hereby elects to exercise this Warrant with respect to ____
Warrant Shares (the "Exercise Amount").  Capitalized terms used by not otherwise
defined herein have the meanings assigned thereto in the attached Warrant.

                  2. The undersigned herewith tenders payment for such shares in
the following  manner (please check type, or types,  of payment and indicate the
portion of the Exercise Price to be paid by each type of payment):

                  ____     Exercise for Cash
         _____________     Cashless Exercise (as provided in Section 6 of
                           the Warrant Agreement)

                  3.  Please  issue  a  certificate  or  certificates  (if  any)
representing  the Warrant  Shares  issuable in respect hereof under the terms of
the attached Warrant, as follows:

                                      --------------------------------------
                       (Name of Record Holder/Transferee)

and deliver such certificate or certificate (if any) to the following address:

                                      --------------------------------------
                      (Address of Record Holder/Transferee)

                  4.  The  undersigned  represents  that the  aforesaid  Warrant
Shares are being acquired for the account of the  undersigned for investment and
not with a view to, or for resale in connection with, the  distribution  thereof
and that the undersigned  has no present  intention of distributing or reselling
such shares.

                  5.       The undersigned is an "accredited investor" as such
 term in defined in a Regulation promulgated under the Securities Act of 1933,
as amended.

                  6. If the  Exercise  Amount  is less  than all of the  Warrant
Shares  purchasable  hereunder,  please  issue a new  warrant  representing  the
remaining balance of such Warrant Shares, as follows:

                                       -------------------------------------
                       (Name of Record Holder/Transferee)

and deliver such warrant to the following address:

                                       -------------------------------------
                      (Address of Record Holder/Transferee)



                                                   ----------------------------
                                                          (Signature of Holder)

                                                          (Date)


<PAGE>



                                   Schedule 1

                         Recipients Of Initial Warrants


                  Name of Holder                       Number of Initial Warrant

   Bank One Indiana, NA                                        50,119.6778
   The Bank of New York                                        11,137.7062
   Comerica Bank                                               19,490.9858
   Credit Agricole Indosuez                                    22,275.4123
   Unicredito Italiano SPA                                     11,137.7062
   Firstar Bank, N.A.                                          46,340.9783
   Intesabci-Chicago Branch                                    11,137.7062
   KeyBank National Association                                52,950.8247
   National City Bank                                          19,490.9858
   San Paolo IMI, SPA                                          11,137.7062
   The Northwestern Mutual Life Insurance                     100,000.0000
   Company
   Principal Life Insurance Company                           100,000.0000



<PAGE>


                                   Schedule 2

                       Recipients of Supplemental Warrants


                  Name of Holder                       Number of Initial Warrant

   Bank One Indiana, NA                                        50,119.6778
   The Bank of New York                                        11,137.7062
   Comerica Bank                                               19,490.9858
   Credit Agricole Indosuez                                    22,275.4123
   Unicredito Italiano SPA                                     11,137.7062
   Firstar Bank, N.A.                                          46,340.9783
   Intesabci-Chicago Branch                                    11,137.7062
   KeyBank National Association                                52,950.8247
   National City Bank                                          19,490.9858
   San Paolo IMI, SPA                                          11,137.7062
   The Northwestern Mutual Life Insurance                           0
   Company
   Principal Life Insurance Company                                 0


<PAGE>



                                   Schedule 3

                         List of Existing Options, Etc.

         The following options are outstanding on the date hereof:

         647,792 options to acquire Common Shares with exercise prices averaging
               $18.36 per Common Share;

         350,000 options to acquire Common Shares at $8.80 per Common Share;

         76,000 options to acquire Common Shares at $12.00 per Common Share; and

         30,000 options to acquire Common Shares at $9.60 per Common Share.


<PAGE>


                 Defined Terms

                                                  Page


accredited investor.................................18
Acquisitions........................................10
Act...............................................2, 3
ACT...............................................3, 1
Affiliate...........................................11
BHC Subsidiary.......................................3
Common Share.........................................1
Common Shares....................................15, 1
Company..............................................1
control.............................................11
controlled..........................................11
controlling.........................................11
Current Market Value................................11
Exercise Amount......................................1
Exercise Period......................................4
Exercise Price....................................4, 1
Existing Credit Agreement............................1
Expiration Date......................................1
Extension Date.......................................1
Fully Diluted Shares................................15
Holder...............................................1
Independent Financial Expert........................12
Initial Warrant......................................1
Initial Warrant Exercise Price.......................1
Registration Rights Agreement.....................1, 2
Regulated Holder....................................18
Regulation Y.........................................3
Regulatory Requirement..............................18
Reorganization......................................14
Security............................................11
Subordination Agreement..............................1
Supplemental Warrant.................................1
Supplemental Warrant Exercise Price..................2
Transfer Agent.......................................5
Warrant...........................................1, 3
Warrant Agreement....................................1
Warrant Certificate..................................3
Warrant Certificates.................................2
Warrant Number.......................................6
Warrant Register.....................................2
Warrant Share........................................1


<PAGE>