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                                                                   EXHIBIT 10.13


                          AMCAST INDUSTRIAL CORPORATION

                     NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN



Article I. PURPOSE AND DEFINITIONS

              1.1 PURPOSE - In order to permit all employees of the Company to
earn equal and full credit for all years of service to the Company and to cause
all employee's pensions to be calculated based on the employee's total Income as
an employee of the Company, the Company has adopted the following supplemental
retirement plan (the "Plan").

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

              1.3 COMPANY - Amcast Industrial Corporation, an Ohio corporation,
and its divisions and subsidiaries.

              1.4 EXECUTIVE PARTICIPANT - A Participant who is, as of June 1,
1999, the Chairman of the Board of Directors of the Company or a corporate
officer of the Company who reports directly to the Chairman or is the President
of Elkhart Products Corporation.

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

              1.6 PARTICIPANT - All employees of the Company shall be eligible
to participate in the Plan provided that they are members of the Amcast Merged
Pension Plan, Part "A", f/k/a the Amcast Pension Plan for Salaried Employees and
whose income exceeds the amount specified in 401(a)(17) of the Federal Code.


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

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

Article II. ADMINISTRATION

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

Article III. BENEFITS

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

              3.2    BENEFITS UNDER THE PLAN

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

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

              ii. Any Participant who is an Executive Participant shall have a
                    calculation made as to the amount their benefits would be
                    under the Qualified Plan using the formula as described in
                    Section 3.1 hereof, not taking into account any reduction
                    in benefits or any reduction in the amount of income or
                    time of service used in calculating benefits resulting from
                    any provision of federal, state or local law (including,
                    but not limited to, Section 401 (a)(4) of the Internal
                    Revenue Code of 1986, as amended, and regulations
                    thereunder), and further modified as follows:

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

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

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

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

              3.3 PAYMENT OF PLAN BENEFITS - Benefits shall be payable to
Participants under the terms of any of the following options.

                      a.      Benefits under the Plan shall be payable at the
                              same times and intervals as benefits payable under
                              the Qualified Plan.

                      b.      Notwithstanding Section 3.3(a) hereof, at any time
                              after the end of Participant's employment with the
                              Company and at the election of the Participant or
                              Participant's Beneficiary, the Company shall pay
                              to the Participant or Participant's Beneficiary an
                              amount equal to the Net Present Value Amount, as
                              defined in Section 3.5 hereof, less 10 percent of
                              such amount. After the payment described in this
                              Section 3.3(b) is made, the Company shall have no
                              further obligation to Participant or Participant's
                              Beneficiary under this Plan. In calculating such
                              Net Present Value Amount, the Determination Date
                              shall be the date on which Participant exercised
                              his or her option under this Section.




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                              Such Net Present Value Amount shall be paid to
                              Participant as soon as practical, but not more
                              than 30 days after the Determination Date.

                      c.      Notwithstanding Section 3.3 (a) hereof, in the
                              event of a Change of Control of the Company (as
                              defined in the form of contract approved for
                              certain executives of the Company by the Board of
                              Directors of the Company on 12/19/89 ("Change of
                              Control Agreements"))("Change of Control"), the
                              Company shall fund the Trust, as hereinafter
                              defined, in an amount equal to the Net Present
                              Value Amount (as defined at Section 3.5). In
                              calculating such Net Present Value Amount, the
                              Determination Date shall be the date on which the
                              Change of Control occurred. Funding of the Trust,
                              either under this Section or voluntarily by the
                              Company, will not relieve the Company of any of
                              its payment obligations under this Plan, and such
                              obligations will be fulfilled only upon actual
                              payment in accordance with this Plan.

                      d.      Notwithstanding Section 3.3 (a) hereof,
                              Participant shall be entitled, no later than three
                              months prior to termination of Participant's
                              employment with Company, to elect to receive the
                              Net Present Value Amount at the time payments
                              begin under the qualified plan. Participant shall
                              have the option to change such election from time
                              to time provided that such change is made no later
                              than three months prior to the commencement of any
                              payments hereunder to Participant. After the
                              payment described in this Section is made, the
                              Company shall have no further obligation to the
                              Participant under this Plan. In calculating the
                              Net Present Value Amount in regard to this Section
                              3.3(d), the Determination Date shall be the first
                              day of the month preceding Participant's
                              termination of employment.

                      e.      Notwithstanding Section 3.3 (a) hereof, in the
                              event the trust has been funded as a result of a
                              Change of Control and the Participant's employment
                              with the Company is terminated by the Company for
                              any reason other than cause (as defined in the
                              Change of Control Agreements), Employee shall have
                              the option to elect to receive the Net Present
                              Value Amount, provided such election is made no
                              later than one week after Employee's termination
                              by the Company. Payment shall be made on the date
                              on which the first payment is due under the
                              qualified plan. After the payment described in
                              this Section is made, the Company shall have no
                              further obligation to the Participant under this
                              Plan. In calculating the Net Present Value Amount
                              in

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                              regard to this Section 3.3 (e), the Determination
                              Date shall be the date on which the Participant
                              exercised his or her option under this Section.

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

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

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

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

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

Article IV. GENERAL

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

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              4.2 VESTING - Participant's rights under the Plan shall vest at
the time when the Participant's Income and time of service are such that
Participant would be entitled to receive a pension under the Plan if Participant
were of retirement age under the terms of the Qualified Plan and retired under
the Qualified Plan or, in the case of an Executive Participant, has completed
five years of service as calculated under the plan.

              4.3 EFFECT ON QUALIFIED PLANS - The adoption, administration,
amendment, or termination of the Plan shall have no effect upon the Qualified
Plan or any other of the Company's qualified plans.

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

              4.5 THIS PLAN NOT AN EMPLOYMENT CONTRACT - This Plan does not
give to any Participant the right to be continued in employment or otherwise
enlarge or affect employment status or rights.

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

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

              4.8 PLAN NOT A QUALIFIED PLAN - The Plan is not intended to be a
qualified pension plan or to be a benefit or welfare plan subject to ERISA.

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

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



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              4.11 EFFECTIVE DATE - The Plan is effective as of June 1, 1999.



                                           /s/ JOHN H. SHUEY
                                           ------------------------------
                                           John H. Shuey, Chairman, President
                                           and Chief Executive Officer

ATTEST:


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





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                                     ANNEX B



In calculating the Net Present Value Amount, the following provisions shall
apply; (i) all remaining payments under the SERP shall be provided for; (ii) the
actuarial principles used in connection with the Qualified Plan shall be used to
establish the life expectancy of Participant, Participant's spouse, or their
combined life expectancy, as the case may be, as of the Determination Date for
purposes of establishing the period over which the payments under Article 3
shall be assumed to be made; and (iii) an annual discount rate equal to the PBGC
Discount Rate shall be used to discount future payments to the Determination
Date, or if applicable to calculate a lump sum amount pursuant to Section 3.3
for any Participant with an agreement that limits certain benefits to avoid the
20% tax pursuant to Section 4999 of the Internal Revenue Code of 1986, as
amended, such other discount rate as is necessary to avoid any payments from
being subject to such additional 20% tax. As used in this Annex B, the PBGC
Discount Rate shall mean the average of the PBGC discount rates used pursuant to
Section 417(e) (3) (B) of the Internal Revenue Code of 1986 as amended, for the
three months immediately preceding the Determination Date.


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