<PAGE>   1
                                                                   EXHIBIT 10.12

                           CHANGE OF CONTROL AGREEMENT



         This Agreement entered into this 31st day December, 1997, by and
between Amcast Industrial Corporation (the "Company") and John H. Shuey (the
"Executive").

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

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

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

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

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

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

         1.       OPERATION AND TERM OF AGREEMENT. This agreement, although
                  effective immediately, shall not become operative unless and
                  until there has been a change in control of the Company. None
                  of the provisions of this agreement shall be applicable to any
                  termination of Executive's employment, however occurring,
                  which is effective prior to a change in control of the
                  Company. This agreement shall continue until the later of
                  December 31, 2000 or two years after the occurrence of a
                  change in control of the Company, provided such change in
                  control occurs on or before December 31, 2000, subject to
                  extension beyond that date by mutual written consent. This
                  agreement will be reviewed with Executive between January 1,
                  2000 and July 31, 2000, for the purpose of determining whether
                  or not an extension beyond December 31, 2000 is mutually
                  agreeable and, if so, on what basis and for how long.



<PAGE>   2


                           CHANGE OF CONTROL AGREEMENT

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

         3.       TERMINATION FOLLOWING CHANGE IN CONTROL.

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

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

                           (i)      Cause. "Cause" shall mean (a) the willful
                                    and continued failure by Executive to
                                    substantially perform Executive's duties
                                    with the Company (other than any such
                                    failure resulting from Executive's physical
                                    or mental illness or other physical or
                                    mental incapacity), after a demand for
                                    substantial

                                       -2-



<PAGE>   3


                           CHANGE OF CONTROL AGREEMENT

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

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

         4.       NOTICE AND DATE OF TERMINATION.

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

         (B)      "Date of Termination" shall mean (i) if Executive's employment
                  is terminated by the Company for Cause, the date specified in
                  the Notice of Termination or the date on which the meeting of
                  the Board referred to in subparagraph 3(B)(i) is concluded,
                  whichever date is the later; or (ii) if Executive's employment
                  is

                                      -3-

<PAGE>   4


                           CHANGE OF CONTROL AGREEMENT

                  terminated for any other reason, the date on which Notice of
                  Termination is given or the effective date specified in the
                  Notice, whichever is later. For purposes of this agreement,
                  termination of Executive's employment shall be deemed to have
                  occurred within two years following the occurrence of a change
                  in control of the Company if the Date of Termination is within
                  such two year period.

         5.       COMPENSATION AND BENEFITS UPON TERMINATION.

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

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

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

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

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

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


                                      -4-
<PAGE>   5


                           CHANGE OF CONTROL AGREEMENT

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

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

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

                           (f)      Interest at a rate equal to three percent
                                    (3%) per annum plus the per annum rate
                                    announced from time to time by the First
                                    National Bank of Chicago as its "prime
                                    rate", compounded daily from the due date of
                                    any payment required to be made by the
                                    company under any provision of the agreement
                                    through the date such payment is actually
                                    made.

                           (ii)     The Company shall, at its expense, continue
                                    to provide to Executive financial planning
                                    and tax preparation services the same or
                                    similar to those provided to Executive prior
                                    to the change of control and to continue to

                                       -5-


<PAGE>   6


                           CHANGE OF CONTROL AGREEMENT

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

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

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

         (E)      In the event that any payment to the Executive (whether
                  pursuant to the terms of this Agreement or any other plan,
                  arrangement or agreement with the Company, any person whose
                  actions result in a change of control or any person affiliated
                  with the Company or such persons) shall be subject to the tax
                  (the "Excise Tax") imposed by Section 4999 of the Internal
                  revenue Code of 1954, as amended (the

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<PAGE>   7


                           CHANGE OF CONTROL AGREEMENT

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

         (F)      Executive shall not be required to mitigate the amount of any
                  payment provided for in this agreement by seeking other
                  employment or otherwise; provided, however, that in the event
                  that Executive shall obtain other employment at any time
                  within three years immediately following Executive's Date of
                  Termination, 20% of all earnings obtained by reason of such
                  other employment during the three year period immediately
                  following Executive's Date of Termination shall be payable to
                  the Company in full satisfaction of any obligation Executive
                  has to mitigate payment made to Executive by the Company. Upon
                  obtaining any such other employment, Executive, within thirty
                  (30) days thereof, shall notify the Company in writing of such
                  other employment and the aggregate compensation (including
                  Incentive Compensation, bonuses and all other forms


                                      -7-
<PAGE>   8


                           CHANGE OF CONTROL AGREEMENT

                  of cash and contingent remuneration) to which Executive will
                  be entitled. During each of the three years immediately
                  following Executive's Date of Termination, Executive shall
                  provide the Company, on or before April 15 of each year
                  following such year, a photostatic copy of Executive's federal
                  income tax return (including all schedules and exhibits
                  thereto), as filed with the Internal Revenue Service for the
                  preceding calendar year.

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

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

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

                                       -8-



<PAGE>   9


                           CHANGE OF CONTROL AGREEMENT

8.    UNAUTHORIZED DISCLOSURE; INVENTIONS.

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

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

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

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



                                       -9-



<PAGE>   10


                           CHANGE OF CONTROL AGREEMENT

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

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

         and if to Executive, addressed to:

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

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

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

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

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

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<PAGE>   11


                           CHANGE OF CONTROL AGREEMENT

13.      VALIDITY. The invalidity or unenforceability of any provision of this
         agreement shall not affect the validity or enforceability of any other
         provision, which shall remain in full force and effect.

<TABLE>
<S>                                        <C>
EXECUTIVE                                  AMCAST INDUSTRIAL CORPORATION

/s/ John H. Shuey                          By:  /s/ William G. Roth
------------------------------                -----------------------------------
John H. Shuey                                      William G. Roth

12/31/97                                   Title:  Chairman, Compensation Committee
------------------------------                   ----------------------------------
Date                                                   12/31/97
                                                   ---------------------------------
                                                   Date
</TABLE>















                                      -11-