AMCAST INDUSTRIAL CORPORATION




                            TRUST AGREEMENT FOR THE:


                          AMCAST INDUSTRIAL CORPORATION
                     NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN

                                       AND

                    EXECUTIVE AGREEMENT WITH LEO W. LADEHOFF




                               September 27, 2000


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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I              Name of Trust......................................... 1

                       1.1      Name .........................................1
                       1.2      Purpose.......................................2

ARTICLE II             Definitions   .........................................2

ARTICLE III            Payments to Participants Pursuant to the Plan..........3

                       3.1      Payments......................................3
                       3.2      Order of Payments.............................4

ARTICLE IV             Payment Schedules under Plan...........................4

                       4.1      Payment Schedules.............................4
                       4.2      Modified Payment Schedules....................4
                       4.3      Resolution of Disputes as to
                                     Payment Schedules........................5
                       4.4      Records.......................................5
                       4.5      Withholdings..................................5
                       4.6      Further Assurances............................5
                         4.7 Distributions in the Event
                                     of Taxability............................6

ARTICLE V              The Trust Fund and Funding.............................6

                       5.1      Receipt and Holding of the Trust Fund.........6
                       5.2      Funding of Trust..............................6
                       5.3      Allocation of Contributions...................7
                       5.4      Maintenance of Separate Accounts..............7
                       5.5      Trust Gains and Losses........................8
                       5.6      Reallocation of Separate Account Balances.....8
                       5.7      Additional Funding............................8
                       5.8      Transfer to Another Trustee...................9

ARTICLE VI             Status of Trust and Trustee Responsibility
                       When Company is Insolvent..............................9

                       6.1      Grantor Trust.................................9
                       6.2      Cessation of Payments and Insolvency..........9
                       6.3      Subject to Claims of Creditors
                                     of the Company...........................9
                       6.4      Participant of Subsidiary Corporation.........10

ARTICLE VII            The Trustee's Accounting...............................11

                       7.1      Books and Records.............................11
                       7.2      Trustee's Report..............................11
                       7.3      Availability of Reports to the Participants...11

ARTICLE VIII           Administration of the Trust Fund.......................11

                       8.1      Ownership and Investment of the Trust Fund....11
                       8.2      Powers of the Trustee.........................12
                       8.3      Situs of Assets...............................13
                       8.4      Entire Agreement..............................13

ARTICLE IX             Relating to the Trustee................................14

                       9.1      Liability of the Trustee......................14
                       9.2      Obligations under Law.........................14
                       9.3      Bond......................................... 14
                       9.4      Compensation..................................14
                       9.5      Indemnification...............................14
                       9.6      Acceptance....................................15
                       9.7      No Business Activity..........................15

ARTICLE X              Missing Persons; Incapacitated Participants;
                       Directions; and Notices................................15

                       10.1     Missing Persons...............................15
                       10.2     Incapacitated Participants....................15
                       10.3     Form..........................................15
                       10.4     Proof of any Matter...........................15
                       10.5     Absence of Directions.........................16

ARTICLE XI             Resignation or Removal of Trustee......................16

                       11.1     Successor Trustee.............................16
                       11.2     Final Account.................................16
                       11.3     Transfer and Discharge........................16
                       11.4     Effective Date of Appointment
                                     of Successor Trustee.....................16
                       11.5     Merger or Consolidation.......................16

ARTICLE XII            Protection for Third Persons...........................16

                       12.1     Protection for Third Persons..................16

ARTICLE XIII           Termination; Amendment; and Waiver.....................17

                       13.1     Termination...................................17
                       13.2     Amendment and Waiver..........................17

ARTICLE XIV            General Provisions.....................................17

                       14.1     Ohio Trust....................................17
                       14.2     Nonalienation of Benefits.....................17
                       14.3     Severability..................................18
                       14.4     Arbitration...................................18
                       14.5     Notices.......................................18
                       14.6     Trust Beneficiaries...........................18
                       14.7     Headings......................................18
                       14.8     Counterparts..................................19


Schedule A             Payment Schedule

Schedule B(1)          Amcast Industrial Corporation Nonqualified  Supplementary
                       Benefit Plan

Schedule               B(2)  Executive   Agreement   between  Amcast  Industrial
                       Corporation and Leo W. Ladehoff,  dated March 3, 1995 and
                       amended and restated as of August 1, 1997.

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                TRUST AGREEMENT FOR AMCAST INDUSTRIAL CORPORATION
                     NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN
                  AND EXECUTIVE AGREEMENT WITH LEO W. LADEHOFF

                  THIS TRUST  AGREEMENT  (the "Trust") is entered into this 27th
day of September, 2000 by Amcast Industrial Corporation, an Ohio corporation, as
grantor (the  "Company"),  and Fifth Third Bank,  Western Ohio , as trustee (the
"Trustee"), under the following circumstances:

                           (A)  Payments  to   Participants   in  the  Company's
                Nonqualified  Supplementary Benefit Plan (the "Plan") and to Leo
                W. Ladehoff  under the Executive  Agreement  between the Company
                and Leo W.  Ladehoff,  dated  March  3,  1995  and  amended  and
                restated as of August 1, 1997 (the "Ladehoff Agreement") are not
                funded or  otherwise  secured,  and the  Company  by this  Trust
                desires  to  provide  further   assurance  to  Participants  and
                Ladehoff that the deferred  payments provided for under the Plan
                and the  Ladehoff  Agreement  will be  timely  made  when due by
                depositing  with the Trustee,  subject only to the claims of the
                Company's  existing or future general  creditors in the event of
                the Company's  Insolvency as defined at Section 6.2,  assets for
                use in making such deferred payments;

                           (B) The Company desires that upon satisfaction of all
                liabilities  of the Company to all  Participants  under the Plan
                and Ladehoff under the Ladehoff Agreement,  any assets remaining
                in the Trust shall be transferred to the Company; and

                           (C) It is the  intention  of the  parties  that  this
                Trust shall  constitute  an unfunded  arrangement  and shall not
                affect  the  status  of the Plan or the  Ladehoff  Agreement  as
                unfunded  arrangements  maintained  for the purpose of providing
                deferred  compensation  for former  employees of the Company for
                purposes of Title I of the Employee  Retirement  Income Security
                Act of 1974.

                  NOW,  THEREFORE,  in  consideration  of the mutual  agreements
contained  herein and for other good and  valuable  consideration,  the  parties
hereto agree as follows:

                                    ARTICLE I

                                  NAME OF TRUST

                  1.1      Name.  This  Trust may  be referred to as  the "Trust
Agreement for the Amcast Industrial Corporation Nonqualified Supplementary Bene-
fit Plan and Executive Agreement with Leo W. Ladehoff."

                  1.2      Purpose.  This Trust is established for the  purposes
set forth in Preambles A through C to this Trust.


                                   ARTICLE II

                                   DEFINITIONS

   The following terms used in this Trust shall have the following meanings:

                  "Annuity Contracts" means, collectively, the annuity contracts
issued by insurance  companies  with respect to particular  Participants  in the
Plan and Ladehoff  which have been  contributed  to the Trust by the Company and
are still held in the Trust Fund.

                  "Board" means the Board of Directors of the Company.

                  "Change of Control"  shall mean and be deemed to have occurred
if (i) any "person"  (as such term is defined in Sections  13(d) of the Exchange
Act) other than the  Company or an entity then  controlled  by the Company is or
becomes the  beneficial  owner,  directly or  indirectly,  of  securities of the
Company  representing  20% or more of the combined voting power of the Company's
then outstanding  securities;  (ii) during any period of two consecutive  years,
individuals  who at the beginning of such period  constitute the Board cease for
any reason to constitute at least a majority thereof unless the election, or the
nomination for the election by the Company's shareholders,  of each new Director
was approved by a vote of at least  two-thirds  of the  Directors  then still in
office who were  Directors  at the  beginning  of the period;  (iii) the Company
merges or consolidates with another  corporation and an entity controlled by the
Company  immediately  prior to the merger or  consolidation is not the surviving
entity or if the Company is the surviving entity,  holders of 80% or more of the
voting power of the Company  immediately prior to the merger or consolidation do
not own,  immediately  after  the  merger or  consolidation,  65% or more of the
voting power of the surviving entity; or (iv) a sale, lease,  exchange, or other
disposition  of all or  substantially  all of the  assets of the  Company  takes
place.

                  "Company"  means  Amcast  Industrial   Corporation,   an  Ohio
corporation, and any successor to such entity.

                  "Executive   Participant"   means  certain   Participants   as
described in the Plan.

                  "Fiscal Year" means the fiscal year of the Company.

                  "Fully   Funded"   means  that  each   respective   Individual
Participant  Separate  Account,  Group  Separate  Account and Ladehoff  Separate
Account in the Trust has assets equal to the present  value of all payments that
the Company is required to make to such  Participant  and Ladehoff in accordance
with the Payment  Schedules,  with such present value amount being calculated in
accordance  with the manner  described in the Ladehoff  Agreement  and the Plan,
provided  that  to the  extent  than  an  Annuity  Contract  is  credited  to an
Individual  Participant Separate Account or the Ladehoff Separate Account,  such
account is deemed to be Fully Funded.

                  "Group Separate Account" shall have the meaning ascribed to it
as Section 5.3.

                  "Individual  Participant  Separate  Account"  shall  have  the
meaning ascribed to it at Section 5.3.

                  "Insolvent"  shall have the meaning  ascribed to it at Section
6.2.

                  "Ladehoff" means Leo W. Ladehoff.

                  "Ladehoff Agreement" means the Executive Agreement between the
Company and Ladehoff,  dated March 3, 1995 and amended and restated as of August
1, 1997.

                  "Ladehoff Separate Account" shall have the meaning ascribed to
it at Section 5.3.

                  "Net  Present  Value"  shall have the same meaning as given in
the Plan and the Ladehoff Agreement.

                  "Participant"  means any person the Company has  identified in
Schedule A to this Agreement as a participant in the Plan and a beneficiary  who
succeeds to the interest of any such person in accordance with the Plan.

                  "Payment  Schedule"  shall have the meaning  ascribed to it at
Section 4.1.

                  "Plan" means the Amcast  Industrial  Corporation  Nonqualified
Supplementary  Benefit  Plan,  as  adopted by the  Company  on May 29,  1991 and
Amended  and  Restated  as of June 1, 2000 and as the same may be amended by the
Company from time to time.

                  "Separate  Accounts"  means,   collectively,   the  Individual
Participant  Separate  Accounts,  the Ladehoff Separate  Account,  and the Group
Separate Account.

                  "Trust" means the trust created by this Agreement.

                  "Trust Fund" shall have the meaning  ascribed to it at Section
5.1.

                  "Trustee"  means any trustee  from time to time serving as the
trustee of the Trust.

                                   ARTICLE III

                            PAYMENTS TO PARTICIPANTS
                              PURSUANT TO THE PLAN

                  3.1 Payments.  Except as otherwise  provided at Section 3.2 or
6.2, the Trustee shall, on behalf of the Company and out of the Trust Fund, make
payments  to  Participants  required  under the Plan and to  Ladehoff  under the
Ladehoff Agreement in accordance with Payment Schedules delivered to the Trustee
pursuant  to Article IV. The  Company  shall  continue to be liable to make such
payments to the Participants  and Ladehoff  required under the terms of the Plan
and the Ladehoff Agreement to the extent such payments have not been made out of
the Trust Fund or otherwise by the Company.  Payments  made from Trust assets to
the Participants  and Ladehoff in respect of the Plan or the Ladehoff  Agreement
pursuant  to  Article  IV shall,  to the extent of such  payments,  satisfy  the
Company's  obligation to pay benefits to such Participants under the Plan and to
Ladehoff under the Ladehoff Agreement.

                  3.2 Order of Payments. Except as provided in this Section 3.2,
if, at the time a payment is due and payable to a Participant  or Ladehoff,  the
Separate  Accounts are credited  with assets,  the Trust shall make the required
distributions to the respective  Participant and Ladehoff. If a Separate Account
is not credited  with an Annuity  Contract and is not credited  with  sufficient
assets to make a distribution  to the respective  individual,  the Trustee shall
make a distribution from the remaining Trust assets (other than from the Annuity
Contracts) and shall proportionately reduce all of the Separate Accounts by such
distribution  (but without  reducing a Separate Account to the extent that it is
credited with an Annuity Contract). To the extent that an Individual Participant
Separate Account is credited with an Annuity Contract, such Trust asset shall be
used only to make  payments to such  Participant,  except as provided in Article
VI. If the Separate Accounts and the Ladehoff Separate Account are credited with
an amount below the Aggregate  Payment  Obligation,  defined in Section 5.7, the
Company shall make the  recalculation  and additional  contribution  required by
Section 5.7. If the Company  fails to make  required  distributions  or fails to
make  contributions to the Trust as required by Section 5.2 or 5.7, the Trustee,
if instructed  by the affected  Participant,  shall bring an action  against the
Company  seeking  a court  order  directing  the  Company  to make the  payments
required to be made by it under this  Section 3.2 and  directing  the Company to
contribute to the Trust in a lump sum an amount equal to the amount  required by
this Trust and the Plan and Ladehoff Agreement.

                                   ARTICLE IV

                          PAYMENT SCHEDULES UNDER PLAN

                  4.1 Payment  Schedules.  In  connection  with the  transfer of
assets to the Trust with respect to a  Participant,  the Company will list on or
revise  and  add on  Schedule  A  hereto  certain  information  concerning  such
Participant and the payment obligations of the Company to each Participant under
the Plan or such data and other  information as is sufficient for the Company to
calculate  the  payment  obligation  of the Company to the  Participant  and the
payment obligations of the Company to Ladehoff under the Ladehoff Agreement (the
"Payment  Schedule").  The Company has  attached to this  Agreement,  a true and
accurate  copy of the  Plan as  Schedule  B(1)  and the  Ladehoff  Agreement  as
Schedule B(2).

                  4.2 Modified Payment Schedules.  On each annual anniversary of
the date  specified  in  Section  4.1,  a modified  Payment  Schedules  shall be
delivered by the Company to the Trustee and to each  Participant (as it pertains
to such Participant) or Ladehoff reflecting the remaining payment obligations of
the  Company.  The  Trustee  shall  make  payments  from the  Trust  assets to a
Participant  or  Ladehoff  in  accordance  with the  provisions  of the  Payment
Schedule applicable to such Participant or Ladehoff,  as the case may be. In the
event that a  Participant  or  Ladehoff  reasonably  believes  that the  Payment
Schedule,  as originally  issued or as modified,  does not properly  reflect the
amount payable to such  Participant (or Ladehoff) or the formula for determining
such amount or the time of payment in accordance  with the Plan (or the Ladehoff
Agreement),  such  Participant (or Ladehoff) shall be entitled to deliver to the
Trustee  written  notice (the  "Participant's  Notice")  setting  forth  payment
instructions  for the  amount the  Participant  believes  is  payable  under the
relevant  terms of the Plan.  The  Participant  shall also deliver a copy of the
Participant's  Notice  to the  Company  within  three (3)  business  days of the
delivery to the Trustee.  The Trustee  shall  promptly  confirm with the Company
that the Company has received a copy of the Participant's Notice. If the Company
supplies  written  objection  within the thirty (30) business  days, the Trustee
shall resolve the dispute in accordance with the provisions of Section 4.3.

                  4.3  Resolution  of Disputes as to Payment  Schedules.  If the
Trustee receives written  objection from the Company within thirty (30) business
days after the Trustee has confirmed the Company's  receipt of the Participant's
Notice,  the Trustee  shall  refer the  question  of proper  calculation  to the
Company's  independent  actuary to determine the  Participant's  (or Ladehoff's)
entitlement to payment under the Plan (or Ladehoff Agreement). The Trustee shall
rely on the calculation of the Company's actuary as to payment to be made to the
Participant or Ladehoff and shall make payment according to its calculation.

                  4.4 Records.  The Company  shall keep true and accurate  books
and records with respect to its obligations to the  Participants  under the Plan
and to Ladehoff under the Ladehoff  Agreement and shall provide such information
and access to such books and records to the Trustee at such time or times as the
Trustee shall reasonably request. The Company shall provide the Trustee with any
information  stating that payments to a Participant or Ladehoff are to commence.
If at any time  the  Company  fails  or  refuses  to give  the  Trustee  data or
information  it  requests,  or to provide the  Trustee  access to such books and
records,  the Trustee  shall be entitled  to rely on the  Company's  independent
actuary in order to establish a true and accurate Payment Schedule.

                  4.5  Withholdings.  The Company shall  instruct the Trustee to
make provision for the withholding of any federal, state or local taxes that may
be required to be withheld  with respect to the payment of benefits  pursuant to
the terms of the Plan or the Ladehoff  Agreement  and the Trustee shall pay such
amounts to the  Company.  The  Company  shall then pay  amounts  withheld to the
appropriate   taxing   authorities   and  satisfy  the   appropriate   reporting
requirements,  unless otherwise agreed that the Trustee shall be responsible for
the withholding and reporting of such taxes.

                  4.6 Further  Assurances.  The Trustee  shall,  at any time and
from  time to time,  administer  this  Trust as may be  necessary  or  proper to
effectuate the purposes of this Trust.  If the Trustee  receives a substantially
unqualified opinion of tax counsel selected by the Trustee, which opinion states
that the  Participants  or Ladehoff are subject to Federal income tax on amounts
held in this Trust prior to the  distribution to the Participants or Ladehoff of
such amounts, the Trustee shall, to the extent practicable, take such action and
administer  the Trust Fund in such a manner so as to prevent the Trust Fund from
being  immediately  taxable income to the Participants or Ladehoff before making
any  distributions  pursuant to Section 4.7, provided that the Trustee shall not
return any portion of the Trust Fund to the Company.

                  4.7 Distributions in the Event of Taxability.  In the event of
any final  determination by the Internal Revenue Service or a court of competent
jurisdiction (meaning the determination is not appealable or the time for appeal
or  protest  of  which  has  expired),  or  the  receipt  by  the  Trustee  of a
substantially  unqualified opinion of tax counsel selected by the Trustee, which
determination  determines, or which opinion opines, that the Participants or any
particular  Participant or Ladehoff,  is subject to Federal  income  taxation on
amounts  held in the Trust  prior to the  distribution  to the  Participants  or
Participant  or Ladehoff of such  amounts  and no curative  action is  available
under Section 4.6, the Trustee shall,  on receipt by the Trustee of such opinion
or notice of such determination, pay to each Participant or Ladehoff the portion
of the Trust assets includable in such Participant's or Ladehoff's Federal gross
income,  provided as a  condition  of  receiving  such  payment the  Participant
receiving  such payment or Ladehoff with respect to amounts  distributed  to him
deliver to the Trustee a written  agreement  stating that the payment being made
is in  satisfaction  of the  obligations of the Company due to him in respect of
which the payment is made, after taking into  consideration that such payment is
being made prior to the required  distribution  date, and the Company concurs in
such agreement which concurrence shall not be unreasonably withheld.

                  Any benefit to which a Participant  becomes entitled following
the payment by the Trust  pursuant to this Section 4.7 shall be offset by taking
into  account  the  amount  previously  distributed  pursuant  to the  preceding
provisions  of this Section 4.7  determined  on a future value basis  calculated
based on the rate of return  equal to the  average of the Lehman  Brothers  Long
T-Bond rate as stated in the Wall Street  Journal on the first  business  day of
February and August during the applicable period or, if no such index exists, on
a comparable  index.  The amount  payable  pursuant to this  paragraph  shall be
calculated by the Company.

                                    ARTICLE V

                           THE TRUST FUND AND FUNDING

                  5.1 Receipt and  Holding of the Trust Fund.  The Trustee  will
accept and hold all cash  contributions,  Annuity Contracts,  and other property
transferred  and  delivered  to the Trustee by the  Company or at the  Company's
direction.  All contributions and property received by the Trustee,  plus income
and appreciation, constitute the trust fund (the "Trust Fund").

                  5.2 Funding of Trust.  The Trust shall be funded with  respect
to the  Company's  obligations  under  the Plan and the  Ladehoff  Agreement  as
follows: (i) on the date this Trust is established, the Company shall contribute
$1,000 to the Trust which shall be allocated to the Group Separate Account; (ii)
thereafter  and prior to a Change of Control,  the Company  shall deliver to the
Trustee additional  contributions of cash and property as the Company shall from
time to time  determine or shall be required to deliver to the Trustee under the
Plan or the Ladehoff  Agreement,  and (iii) upon the  occurrence  of a Change of
Control,  the Company  shall  contribute  to the Trust such  additional  cash or
property as may be required so that after  giving  effect to such  contribution,
the Trust is Fully  Funded.  In  accordance  with  Section  3.5 of the Plan,  an
Executive  Participant,  may  instruct  the Trust to  purchase  and credit  such
Participant's Individual Participant Separate Account with an Annuity Contract.

                  5.3  Allocation  of  Contributions.  Cash,  property,  Annuity
Contracts,  and proceeds of Annuity  Contracts shall be allocated by the Trustee
to separate  accounts  established  under this Trust for the benefit of Ladehoff
(the "Ladehoff Separate Account"),  for the benefit of any Participant on behalf
of whom the Company has directed that cash, Annuity Contracts, or other property
be held in a separate  account  maintained for such Participant (an " Individual
Participant Separate Account"),  or for the benefit of all Participants for whom
individual  separate  accounts have not been  established  (the "Group  Separate
Account"), as follows:

                  (a)  Any  Annuity  Contracts  relating  to  Ladehoff  and  any
        survivor thereunder shall be allocated to the Ladehoff Separate Account;

                  (b)  Any  other  Annuity  Contract  relating  to a  particular
        Participant  and any  survivor  thereunder  shall be  allocated  to that
        Participant's Individual Participant Separate Account;

                  (c) Cash  contributions  or  contributions  of other property,
        excluding  Annuity  Contracts,  pursuant  to  Section  5.2(ii)  shall be
        credited to the Separate Account specified by the Company at the time of
        contribution  or if not specified at the time of  contribution,  then in
        accordance  with  the  allocation  formula  at  subsection  (d) of  this
        Section;

                  (d)  Contributions to the Trust pursuant to Sections  5.2(iii)
        shall be allocated to the Separate Accounts as follows:

                           (i)  First,   to  the  Separate   Accounts  of  those
                Participants  for whom the Net Present Value  Amount,  of unpaid
                payment obligations of the Company to the Participants under the
                Plan and to Ladehoff  pursuant to Section  6(a) of the  Ladehoff
                Agreement  exceeds the account balance of the Separate  Accounts
                of such  Participants  and  Ladehoff  in an amount  equal to the
                total  of such  excesses  (or  the  amount  of  such  subsequent
                contribution if less),  with such  allocations made in the ratio
                that such  excesses  in  respect of each such  Separate  Account
                bears  to the  total  of  such  excesses  of all  such  Separate
                Accounts; and

                           (ii)  Next,  there  shall be  allocated  that  amount
                necessary to equalize the Separate  Accounts of all Participants
                so that the ratio of the Net  Present  Value  Amount,  of unpaid
                payment  obligations of the Company to a particular  Participant
                to  the  account  balance  of  the  Separate  Account  for  such
                Participant  is,  to the  extent  practicable,  the same for all
                Separate Accounts.

                  5.4    Maintenance of Separate Accounts. The Separate Accounts
shall be credited with the following items as indicated below:

                  (a) the full amount of any payments under an Annuity  Contract
        principally  related  to  a  particular  Participant  and  any  survivor
        thereunder  shall be credited  to the  Individual  Participant  Separate
        Account for such Participant;

                  (b)      the allocable  share of contributions as  provided in
        Section 5.2(ii) or 5.2(iii);

                  (c)      the allocable share of Trust Fund income and gains as
        provided in Section 5.5; and

                  (d)      the allocable share of Separate Account reallocations
        as provided in Section 5.6.

                  The Separate Accounts of the Participants or Ladehoff,  as the
case may be, shall be charged with the following items:

                  (a)      any payments to the Participants or Ladehoff from the
        Trust; and

                  (b)      the  allocable  share of  expenses  and losses of the
        Trust as provided in Section 5.5.

                  All  payments to a  Participant  or Ladehoff in respect of the
Plan or the  Ladehoff  Agreement  shall  be  charged  solely  to the  Individual
Separate  Participant  Account of the  Participant  in the case of a Participant
with such a separate  account,  the Ladehoff  Separate  Account in the case of a
payment  to  Ladehoff,  or,  if the  Participant  does  not  have  a  Individual
Participant Separate Account, then the Group Separate Account.

                  5.5 Trust Gains and Losses. Income, gains, expenses and losses
of the Trust shall be  allocated  among the  Separate  Accounts  annually.  Such
amounts  shall be allocated  ratably to the Separate  Accounts in the ratio that
the prior fiscal year-end account balance of a particular Separate Account bears
to the  account  balances of all  Separate  Accounts,  not taking  into  account
Annuity Contracts credited to any Separate Accounts.

                  5.6 Reallocation of Separate Account Balances. When all of the
Company's  payment  obligations  to a  Participant  under  the  Plan  have  been
satisfied,  any balance remaining in the Individual Participant Separate Account
of such Participant  shall be reallocated  among the other Separate  Accounts of
Participants  who are still  entitled  to  payments  under  the Plan.  Except as
provided in Article VI and Section 13.1, Company shall have no right or power to
direct  Trustee  to return to  Company  or to divert to others  any of the Trust
assets  before all payment of benefits have been made to Plan  participants  and
their beneficiaries pursuant to the terms of the Plan(s).

                  5.7 Additional  Funding. If Trust Funds have been delivered to
the Trustee pursuant to 5.2(iii), then the Company shall, as soon as practicable
after the end of each Fiscal  Year,  recalculate  the amount  necessary to Fully
Fund the Separate  Accounts with respect to the amounts  payable to Participants
under the Plan and to Ladehoff  under the Ladehoff  Agreement  and in accordance
with the Payment  Schedules for the Participants  and Ladehoff  delivered to the
Trustee  pursuant to Sections 4.1 and 4.2 (herein  referred to as the "Aggregate
Payment  Obligation"),  provided that to the extent that an Annuity  Contract is
credited to an Individual  Participant Separate Account or the Ladehoff Separate
Account such account is deemed Fully Funded and the Aggregate Payment Obligation
shall not  include  benefits  to be funded with such  Annuity  Contract.  If the
Aggregate  Payment  Obligation  exceeds  the fair  market  value  of the  assets
credited to the Separate Accounts  (excluding any Annuity  Contracts) at the end
of the most  recently  completed  Fiscal  Year,  then  there  exists  a  funding
deficiency to the extent of such excess;  and the Company shall by no later than
90 days after the end of such Fiscal Year  contribute to the Trustee  additional
cash,  property,  or any combination of the foregoing having a fair market value
equal to the amount of the funding deficiency.

                  5.8  Transfer to Another  Trustee.  The Company may direct the
Trustee  to  transfer  the Trust  Fund to a  successor  trustee  as set forth in
Section 11.1. The Trustee immediately will comply with that direction. When that
transfer is completed, the Trustee will be relieved from all further obligations
in connection with the Trust Fund.

                                   ARTICLE VI

                           STATUS OF TRUST AND TRUSTEE
                    RESPONSIBILITY WHEN COMPANY IS INSOLVENT

                  6.1 Grantor Trust. The Trust is intended to be exempt from the
participation,  vesting,  funding and  fiduciary  requirements  of the  Employee
Retirement  Income Security Act of 1974, as amended.  Unless otherwise agreed to
by the Trustee  and the  Company,  the trust shall not file an Internal  Revenue
Service Form 1041 nor be treated as a trust within the meaning of Section 671 of
the Internal  Revenue Code. All income and deductions  attributable to the Trust
Fund  shall be  reported  by the  Company.  The Trust Fund shall at all times be
subject to the claims of the  creditors  of the  Company as set forth in Section
6.3.

                  6.2  Cessation of Payments and  Insolvency.  The Trustee shall
cease  payment of  benefits  to  Participants  and  Ladehoff  if the  Company is
Insolvent.  The Company  shall be  considered  "Insolvent"  for purposes of this
Trust if (i) the  Company is unable to pay its debts as they become due, or (ii)
the  Company  is subject to a pending  proceeding  as a debtor  under the United
States Bankruptcy Code.

                  6.3  Subject to Claims of  Creditors  of the  Company.  At all
times during the  continuance  of this Trust,  the  principal  and income of the
Trust  shall be subject  to claims of general  creditors  of the  Company  under
federal and state law as set forth below.

                  (a) The Board of Directors and the Chief Executive  Officer of
         the Company shall have the duty to inform the Trustee in writing of the
         Company's  Insolvency.  If a person  claiming  to be a creditor  of the
         Company  alleges in writing to the Trustee  that the Company has become
         Insolvent, the Trustee shall appoint a nationally recognized accounting
         firm ("Accounting  Firm") to determine whether the Company is Insolvent
         and, during such determination  process,  the Trustee shall discontinue
         payment of benefits to Participants and Ladehoff.

                  (b) Unless the Trustee has actual  knowledge of the  Company's
         Insolvency,  or has  received  notice  from  the  Company  or a  person
         claiming to be a creditor  alleging that the Company is Insolvent,  the
         Trustee shall have no duty to inquire whether the Company is Insolvent.
         The  Trustee  may  conclusively  rely  upon  the  determination  of the
         Accounting Firm pursuant to this Section 6.3 hereof,  and the Trustee's
         sole  responsibility  with respect to determination of Insolvency shall
         be prudent selection of the Accounting Firm in the event such selection
         is required hereunder.

                  (c) If at any time the Trustee has knowledge  (through  notice
         from the Board of  Directors  and the Chief  Executive  Officer  of the
         Company or written  notice  from a person  claiming to be a creditor of
         the  Company)  that  the  Company  is  Insolvent,   the  Trustee  shall
         discontinue  payments to  Participants  and Ladehoff and shall hold the
         assets of the Trust for the  benefit of  Company's  general  creditors.
         Nothing  in  this  Trust  shall  in any  way  diminish  any  rights  of
         Participants  and Ladehoff to pursue their rights as general  creditors
         of the  Company  with  respect  to  benefits  due  under  the  Plan  or
         otherwise.

                  (d) The  Trustee  shall  resume  the  payment of  benefits  to
         Participants  and Ladehoff in accordance with this Trust only after the
         Trustee has received the following  certification  or an order that the
         Company is not Insolvent (or is no longer Insolvent):

                           (i)  the Trustee receives written certification  from
                the Accounting  Firm  appointed   pursuant to  this Section  6.3
                hereof that the Company is not Insolvent: or

                           (ii) the  Trustee  receives  an order  from a federal
                regulatory agency or a court of competent jurisdiction directing
                such payment of benefits or other dispositions of Trust assets.

         Notwithstanding  any  provisions  of the  Trust  to the  contrary,  the
         Trustee shall not make any  distributions  if such  distribution  would
         violate an order issued by a court of competent jurisdiction.

                  (e) Provided that there are sufficient  assets, if the Trustee
         discontinues the payment of benefits from the Trust pursuant to Section
         6.3  and  subsequently  resumes  such  payments,   the  first  payments
         following such discontinuance shall include the aggregate amount of all
         payments due to  Participants  and Ladehoff under the terms of the Plan
         for the period of such discontinuance, less the aggregate amount of any
         payments  made to  Participants  and Ladehoff by the Company in lieu of
         the  payments   provided  for  hereunder  during  any  such  period  of
         discontinuance.

                  6.4 Participant of Subsidiary  Corporation.  With respect to a
Participant  employed or formerly  employed by a subsidiary  corporation  of the
Company,  this  Article VI shall apply (a) on the basis that an amount of assets
in the  Trust  sufficient  to  Fully  Fund  the  payments  to be  made  to  such
Participant or, the assets,  if any, in the Separate Account of such Participant
is a  [grantor  trust]  of such  subsidiary  corporation,  (b) with the  general
creditors of the Company and the subsidiary  corporation of the Company having a
claim on the assets in such Separate  Account and (c) based on the Insolvency of
the Company or the subsidiary corporation of the Company.

                                   ARTICLE VII

                            THE TRUSTEE'S ACCOUNTING

                  7.1 Books and  Records.  The Trustee  shall keep  accurate and
detailed  accounts  of  all  investments,   receipts,  disbursements  and  other
transactions  in respect of the Trust Fund.  Those accounts and related  records
may be inspected by any person  designated  by the  Company.  The Trustee  shall
retain those records and supporting  data for the period required by law. Except
for  Annuity  Contracts,  all Trust  assets may be  commingled  for  purposes of
investment.

                  7.2 Trustee's Report. Within 60 days after the end of each
Fiscal  Year, the  Trustee  shall  file  a  written  report  with   the  Company
containing:

                  (a)      A description of investments, receipts, disbursements
        and other transactions effected by the Trustee during the most recently
        completed Fiscal Year;

                  (b)      An exact description of any asset transferred to  the
        Trustee or transferred by the Trustee to  any other person  during  such
        Fiscal Year;

                  (c) An exact  description  of assets sold or  purchased by the
        Trustee during such Fiscal Year, the cost of each item purchased and the
        net proceeds of each item sold;

                  (d) An exact  description of all assets held by the Trustee as
        of the close of business on the last day of such  Fiscal  Year,  and the
        cost and fair  market  value of each item  (other  than  Life  Insurance
        Policies and Annuity Policies) determined as of the same date; and

                  (e) Any other information  required by  law to be filed on be-
        half of the Trust.

                  The  information  described in  subsections  (a), (b) and (c),
above,  may be given in the  form of  monthly  or  quarterly  reports,  if those
reports, taken together, contain the required information.

                  7.3 Availability of Reports to the  Participants.  Any reports
delivered to the Company  pursuant to this Article VII shall be delivered to the
Participant and Ladehoff upon his written request to the Trustee, with a copy of
such request being furnished to the Company by the Trustee.

                                  ARTICLE VIII

                        ADMINISTRATION OF THE TRUST FUND

                  8.1  Ownership  and  Investment  of the  Trust  Fund.  (a) The
Trustee  is the legal  owner of all  Trust  Fund  assets  and,  subject  to this
Article,  shall  invest and  reinvest  the Trust Fund.  Any  amounts  reasonably
necessary to meet contemplated payments or to be transferred from the Trust Fund
may be deposited  temporarily in the commercial  department of any bank or trust
company.  The  Trustee  will not be liable for any  interest  on those  deposits
except  for  interest  actually  paid by the bank or trust  company  or,  if the
deposit is with the Trustee's own commercial department, interest at the legally
permitted  rate  agreed to by the Trustee and the  Company.  Alternatively,  the
Trustee may make temporary deposits in governmental obligations, certificates of
deposit,  commercial paper, commercial paper master notes or a common trust fund
maintained by the Trustee for temporary cash investments.

                  (b) Except  (i) as  provided  in Section  8.2(a) and (ii) with
respect to the purchase of an annuity  policy in accordance  with the parameters
of Section 3.5 of the Plan and the instructions of an Executive Participant,  as
discussed in Section 5.2 hereof,  all investment  decisions  associated with the
Annuity Contracts shall be exercised by the Company. After the acquisition of an
Annuity  Contract,  the Trustee  shall have no duty or  obligation to review the
Annuity Contracts so acquired,  nor to make any recommendations  with respect to
the investment, reinvestment or retention thereof.

                  8.2 Powers of the Trustee.  Subject to this Article, Article 5
and Sections and 9.2 and in addition to the powers  generally  given to trustees
by law, the Trustee:

                  (a) May own the Annuity  Contracts  as Trust  investments  and
         take such action with  respect to such  contracts as necessary to carry
         out the terms of the Trust, including but not limited to the payment of
         premiums,  but at any  time  that  the  Trustee  determines  that it is
         necessary  to  surrender  or  borrow  against  the  Annuity  Contracts,
         including  without  limitation  partial  surrenders,  in order to raise
         funds to pay  current or future  benefits  to the  individual  in whose
         Separate Account the Annuity Contracts are credited,  the Trustee shall
         give  written  notification  to  the  Company  stating  its  intention.
         Thereupon,  the  Company  shall  have  thirty  (30)  days in  which  to
         contribute  additional  assets to the Trust in the amount stated in the
         Trustee's written notification, and the Trustee shall then refrain from
         making  surrenders  until such  subsequent  time(s),  if any,  that the
         Trustee  determines that it is necessary to make surrenders,  whereupon
         the Trustee  shall again give  written  notification  of  intention  to
         surrender  an Annuity  Contract  and the  Company  shall again have the
         right to make  additional  contributions  of assets in the  manner  set
         forth above.

                  (b) May invest and reinvest the Trust Fund (except as provided
         in subsection  (a),  above,  with respect to Annuity  Contracts) in (i)
         obligations  issued or guaranteed by the United States or by any person
         controlled  or supervised  by and acting as an  instrumentality  of the
         United  States  pursuant  to  authority   granted  by  Congress;   (ii)
         obligations issued or guaranteed by any state or political  subdivision
         thereof  having a rating  equal to or higher  than the current A rating
         classification  of Moody's  Investors  Service,  Inc.  or the current A
         rating  classification  of Standard & Poor's  Corporation,  both of New
         York, New York, or their successors;  (iii) commercial or finance paper
         of any  corporation  (through  mutual funds or  directly)  having a net
         worth of  $50,000,000  and having a rating  classification  equal to or
         higher than the current P-1 rating  classification of Moody's Investors
         Service,  Inc. or the current A-1 rating  classification  of Standard &
         Poor's  Corporation,  both of New York,  New York or their  successors;
         (iv)  bankers'  acceptance  drawn  on and  accepted  by  banks or trust
         companies  organized  under the laws of the United States of America or
         any state  thereof,  having a reported  capital and surplus of at least
         $50,000,000  in  dollars of the  United  States of America or  bankers'
         acceptance  drawn on and accepted by the Trustee;  (v)  certificates of
         deposit  maturing  within  twelve  months of the Trustee or of banks or
         trust  companies,  organized  under  the laws of the  United  States of
         America or any state thereof,  having a reported capital and surplus of
         at least  $50,000,000  in dollars of the United  States of America  and
         which  has a rating  at least  equal to the  rating  required  in (iii)
         above; and (vi) repurchase  agreements  collateralized with obligations
         described  in (i) above;  (vii) money  market funds the assets of which
         are of the types specified  above; and (viii) preferred or common stock
         of any  company  (other  than the  Company or any  successor  thereto),
         provided  that at the time any such  security is acquired  (directly or
         through a mutual  fund) (1) the security is listed for trading upon the
         New York Stock Exchange, Inc., or such securities are owned by a mutual
         fund that has at least 50% of its assets invested in securities  listed
         for trading upon the New York Stock Exchange,  Inc. (2) no more than 2%
         of the assets of the Trust,  determined  at the time the  investment is
         made, are invested in the preferred or common stock of any one company,
         unless the  investment  is owned  through a mutual fund and (3) no more
         than 30% of the  assets of the Trust are  invested,  determined  at the
         time an  investment  pursuant to this clause is made,  in  preferred or
         common  stock;  provided  that any such  investment  or  deposit is not
         prohibited by law.

                  (c) May abandon, adjust,  arbitrate,  compromise, or otherwise
         settle  any  obligation  or  liability  due to or from  it as  Trustee,
         including any tax claim,  and/or  enforce or contest any claim in legal
         or  administrative  proceedings.  The Trustee  shall not be required to
         contest any claim unless it has been indemnified  against the costs and
         expenses  of that  action or unless  available  Trust  Fund  assets are
         sufficient to pay those expenses.

                  (d) May compensate from the Trust Fund,  agents,  accountants,
         brokers and  counsel  (who may be counsel  for the  Company)  and other
         assistants  and advisors  which it believes are  necessary or desirable
         for the proper administration of the Trust Fund.

                  (e) May temporarily  deposit  uninvested funds in a commingled
         temporary deposit medium  maintained by the Trustee,  which is composed
         of certificates of deposit or other obligations issued by the Trustee.

                  (f) May do all other acts, not  specifically  mentioned  above
         which are necessary to  administer  the Trust Fund and to carry out the
         purposes of the Trust.

                  8.3 Situs of Assets.  Except as  permitted by law, the Trustee
may not maintain in the Trust Fund any assets located  outside the  jurisdiction
of the district courts of the United States.

                  8.4      Entire Agreement.  The  Trustee  will have only those
powers, duties, or responsibilities set forth in this Agreement.

                                   ARTICLE IX

                             RELATING TO THE TRUSTEE

                  9.1  Liability of the Trustee.  The Trustee will  exercise its
powers and perform  its duties with the care,  skill,  prudence,  and  diligence
under the  circumstances  then  prevailing  that a prudent  man acting in a like
capacity  and  familiar  with  those  matters  would  use in the  conduct  of an
enterprise  of a like  character  and with like aim.  Except  as  provided  with
respect to Annuity Contracts at Section 8.1(b),  the Trustee also will diversify
Trust Fund  investments  to  minimize  the risk of large loss  unless  under the
circumstances the Trustee believes it clearly would be prudent not to diversify.
Wherever this Trust Agreement  provides that the Trustee must follow  directions
of the Company,  the Board,  the legal counsel of the Company,  or any person or
entity  appointed by the Company or its legal  counsel to give any  information,
instruction,  discretion  or opinion to the  Trustees or that the Trustee has no
duty or power  concerning a matter,  the Trustee will not be liable for any harm
caused by a direction or lack of a direction or by any exercise or  non-exercise
of power by another unless the Trustee  knowingly  participates  in or knowingly
undertakes  to conceal an act or omission of another  fiduciary  with respect to
the Plan or the Trust.

                  9.2  Obligations  under  Law.  Regardless  of any  general  or
specific  power or  authority  granted to it, the  Trustee may not engage in any
transaction,  exercise  any  power or  perform  any  duty  under  this  Trust in
violation  of  any  law  (including  the  Internal  Revenue  Code  and  Employee
Retirement  Income  Security  Act), or any  regulations  or rulings issued under
those laws.

                  9.3      Bond.  Unless required by law, the Trustee is not re-
quired to furnish a bond for the faithful performance of its duties.

                  9.4 Compensation.  The Trustee will be compensated  reasonably
as  agreed  to by the  Company  and  the  Trustee.  That  compensation  and  all
reasonable expenses of administration will be paid directly by the Company. Upon
failure of the Company to pay such  compensation  and expenses,  the Trustee may
satisfy such obligations out of the Trust Fund; in such event, the Company shall
immediately  upon demand by the Trustee  deposit into the Trust Fund a sum equal
to the amount paid from the Trust Fund for such compensation and expenses.

                  9.5 Indemnification.  The Company agrees to indemnify and hold
harmless  the Trustee from and against any and all  damages,  losses,  claims or
expenses  as  incurred,   including  expenses  of  investigation  and  fees  and
disbursements  of counsel to the Trustee and any taxes imposed on the Trust Fund
or  income  of the  Trust  (the  "Indemnified  Amounts"),  arising  out of or in
connection with the performance by the Trustee of its duties hereunder  provided
the Indemnified  Amounts do not arise out of, and are not connected with, a harm
as to which the Trustee may be liable under Section or is judicially  determined
to arise  from the  Trustee's  gross  negligence  or  wilful  misconduct  in its
performance of responsibilities.

                  The indemnification pursuant to this Section 9.5 shall include
any liabilities, losses, damages and expenses resulting from:

                  (a) the failure of the  Company,  its Board,  or any person or
         entity  appointed  by any of  them  to make  timely  disclosure  to the
         Trustee  of  information  which any of them or any  appointee  knows or
         should know if it acted in a reasonably prudent manner; or

                  (b) any breach of fiduciary duty by the Company, its Board, or
         any person or entity appointed by any of them, other than such a breach
         which is cause by a failure of the Trustee to perform its duties  under
         this Agreement.

                  Any amount  payable to the Trustee  under this Section 9.5 and
not  previously  paid by the Company shall be paid by the Company  promptly upon
demand therefor by the Trustee.

                  9.6  Acceptance.  The Trustee  accepts  the Trust  established
under  this  agreement  on the terms and  subject  to the  provisions  set forth
herein,  and agrees to discharge  and perform  fully and  faithfully  all of the
duties and obligations imposed upon it under this Trust.

                  9.7 No Business Activity.  Notwithstanding  any powers granted
to the Trustee  pursuant to this Trust  Agreement or applicable law, the Trustee
shall not have any power that could give this Trust the objective of carrying on
a business  and  dividing  the gains  therefrom,  within the  meaning of section
301.7701-2 of the Procedure and Administrative  Regulations promulgated pursuant
to the Internal Revenue Code.

                                    ARTICLE X

                  MISSING PERSONS; INCAPACITATED PARTICIPANTS;
                             DIRECTIONS; AND NOTICES

                  10.1     Missing Persons.  If any  payment  to be  made by the
Trustee to a Participant is  not  claimed or  accepted by  the Participant,  the
Trustee shall notify the Company.  The Trustee shall not have any obligation to
search for or ascertain the whereabouts of any Participant.

                  10.2  Incapacitated  Participants.  While a Participant who is
entitled to a payment or distribution  hereunder is under a legal disability or,
in the  Trustee's  opinion,  in any way is  incapacitated  so as to be unable to
manage his financial affairs, the Trustee may make any required  distribution to
a  Participant  by  making  it (i)  directly  to the  Participant,  (ii) a legal
guardian of the Participant,  or (iii) in such other manner as the Trustee deems
in the best interest of the Participant.

                  10.3  Form.  All  directions,   notices,   certifications  and
amendments to the Trust given by the Company will be in writing; if given by the
Company, they will be signed on behalf of the Company.

                  10.4 Proof of any  Matter.  If required  by the  Trustee,  any
matter may be proved  conclusively by certification by the Company.  The Trustee
also may  accept or require  any other or further  evidence  it  believes  to be
sufficient or necessary.

                  10.5 Absence of  Directions.  If the Trustee  believes that it
must take action  under this  Trust,  it may act in its sole  discretion  unless
direction is provided under this Trust.

                                   ARTICLE XI

                        RESIGNATION OR REMOVAL OF TRUSTEE

                  11.1  Successor  Trustee.   The  Trustee  may  resign  and  be
discharged from its duties  hereunder at any time by giving notice in writing of
such resignation to the Company and each Participant specifying a date (not less
than thirty  (30) days after the giving of such  notice)  when such  resignation
shall take effect.  Promptly  after such  notice,  the Company  shall  appoint a
successor trustee, such trustee to become Trustee hereunder upon the resignation
date  specified in such notice.  The Trustee  shall  continue to serve until its
successor accepts the trust and receives delivery of the Trust Fund. The Company
may at any time  substitute  a new  trustee by giving  thirty  (30) days  notice
thereof to the  Trustee  then  acting.  The Trustee  and any  successor  thereto
appointed  hereunder shall be a commercial bank or trust company which is not an
affiliate of the Company, and which has equity in excess of $50,000,000.

                  11.2 Final Account. If the Trustee resigns or is removed,  and
unless the Company  accepts without  exception the Trustee's final account,  the
Trustee (or his  representative)  may settle its account either (a) by beginning
an action to procure a judicial  settlement  or (b) by agreeing on a  settlement
with the Company.

                  11.3  Transfer  and  Discharge.  If  a  successor  trustee  is
appointed,  the Trustee will transfer the Trust Fund to the successor along with
true copies of all relevant records reasonably  requested by the successor.  The
Trustee also will execute all  documents  necessary to the transfer of the Trust
Fund.  When it has  completed  those  actions,  the Trustee  will not be further
accountable for any matters covered in its accounting.

                  11.4  Effective  Date of  Appointment  of  Successor  Trustee.
Appointment  of a successor  trustee will be  effective  when it delivers to the
Company and to the former trustee written  acceptance of the  appointment.  When
delivered,  this Trust will be interpreted as if the successor  trustee had been
originally named Trustee.  However,  the successor trustee will not be liable or
responsible  for  anything  done or omitted in the  administration  of the Trust
before its appointment.

                  11.5     Merger or Consolidation.  If the Trustee engages in a
corporate reorganization, the   resulting corporation automatically  will be the
Trustee's successor.

                                   ARTICLE XII

                          PROTECTION FOR THIRD PERSONS

                  12.1  Protection  for  Third  Persons.  In  dealing  with  the
Trustee, no one other than the Company is required to inquire into the Trustee's
authority to take any action authorized by this Trust.  Those persons may assume
that the Trustee is authorized  to take any action which it undertakes  and will
not be liable for any act done under  written  direction of the  Trustee.  Also,
those  persons may assume that the Trustee is authorized to receive any money or
property  paid to the Trustee,  or paid under the Trustee's  written  direction.
Written  certification  by the Company of the Trustee's  name will be conclusive
evidence  that the  Trustee is  qualified  to act as Trustee at the date of that
certification.

                                  ARTICLE XIII

                       TERMINATION; AMENDMENT; AND WAIVER

                  13.1  Termination.  This Trust  shall be  terminated  upon the
earliest of any of the following  events:  (i) the exhaustion of the Trust Fund;
or (ii) the final  payment of all  amounts  payable  to all of the  Participants
pursuant  to all of the Plan.  Promptly  upon  termination  of this  Trust,  any
remaining portion of the Trust Fund shall be paid to the Company.

                  13.2 Amendment and Waiver.  This Trust is irrevocable  and may
not be  amended  except  by an  instrument  in  writing  signed on behalf of the
parties hereto together with the written consent of the  Participants  having at
least sixty-five percent (65%) of all amounts then held in the Trust credited to
their accounts except that in the event a proposed amendment relates to only one
of the Participants,  then the written consent of Participants required to adopt
such an  amendment  shall  mean the  written  consent of such  Participant.  The
parties  hereto,  together  with the  consent  of  Participants  having at least
sixty-five percent (65%) of all amounts then held in the Trust credited to their
accounts,  may at any  time  waive  compliance  with  any of the  agreements  or
conditions  contained  herein.  Any agreement on the part of a party hereto or a
Participant  to any such waiver shall be valid if set forth in an  instrument in
writing signed by or on behalf of such party or Participant. Notwithstanding the
foregoing,  any such amendment or waiver may be made by written agreement of the
parties  hereto  without  obtaining  the  consent  of the  Participants  if such
amendment  or waiver  does not,  in the  written  opinion of  qualified  counsel
addressed  to the Company and the  Trustee,  adversely  affect the rights of the
Participants  hereunder.  No amendment  or waiver  relating to this Trust may be
made which  only  affects a  particular  Participant  or  Ladehoff  unless  such
Participant or Ladehoff has agreed in writing to such amendment or waiver.

                                   ARTICLE XIV

                               GENERAL PROVISIONS

                  14.1     Ohio Trust.  The Trust will be construed and enforced
according to the laws of the State of Ohio and the United States.

                  14.2   Nonalienation   of   Benefits.   Benefits   payable  to
Participants,  Ladehoff  and their  beneficiaries  under  this  Trust may not be
anticipated,  assigned  (either  at  law  or  in  equity),  alienated,  pledged,
encumbered or subjected to  attachment,  garnishment,  levy,  execution or other
legal or equitable process. Participants, Ladehoff and their beneficiaries shall
have no preferred claim on, or any beneficial  ownership interest in, any assets
of the Trust.  Any rights created under the Plan and this Trust  Agreement shall
be  mere  unsecured   contractual   rights  of  Plan   participants   and  their
beneficiaries against Company.

                  14.3  Severability.  In the event that any  provision  of this
Trust  or the  application  thereof  to any  person  or  circumstances  shall be
determined by a court of proper  jurisdiction to be invalid or  unenforceable to
any extent, the remainder of this Trust, or the application of such provision to
persons or  circumstances  other  than  those as to which it is held  invalid or
unenforceable,  shall not be affected thereby,  and each provision of this Trust
shall be valid and enforced to the fullest extent permitted by law.

                  14.4  Arbitration.  Any dispute  between the  Participants  or
Ladehoff and the Company or the Trustee as to the  interpretation or application
of the  provisions  of  this  Trust  and  amounts  payable  hereunder  shall  be
determined  exclusively by binding  arbitration  in Dayton,  Ohio, in accordance
with the rules of the American Arbitration  Association then in effect. Judgment
may be entered on the arbitrator's award in any court of competent jurisdiction.

                  14.5 Notices. Any notice, report, demand or waiver required or
permitted  hereunder  shall be in writing  and shall be given  personally  or by
prepaid  registered or certified mail,  return receipt  requested,  addressed as
follows:

         If to the Company:         Amcast Industrial Corporation
                                    7887 Washington Village Drive
                                    Dayton, Ohio  45458
                                    Attn: Corporate Secretary

         If to the Trustee:         Fifth Third Bank, Western Ohio
                                    P. O. Box
                                    Piqua, OH 45356
                                    Attn: Neill Haas

If to a  Participant,  to the address of such  Participant as listed next to his
name on Schedule A hereto.

                  A notice shall be deemed received upon the date of delivery if
given personally or, if given by mail, upon the receipt thereof.

                  14.6 Trust Beneficiaries. Each Participant and Ladehoff are an
intended  beneficiary  under this  Trust,  and shall be  entitled to enforce all
terms and provisions hereof with the same force and effect as if such person had
been a party hereto.

                  14.7     Headings. The headings and subheadings in this Agree-
ment are inserted for convenience of reference only and are not to be considered
in the construction of its provisions.

                  14.8  Counterparts.  This  Agreement  may be  executed  in any
number  of  counterparts,  each  of  which  is  an  original;  all  counterparts
constitute the same instrument, sufficiently evidenced by any one counterpart.

                  IN WITNESS  WHEREOF,  the Company and the Trustee  have caused
this instrument to be executed this 27th of September, 2000.


                                    "Company"

                                    Amcast Industrial Corporation


                                    By /s/ DENIS G. DALY
                                    --------------------
                                         Name:  Denis G. Daly
                                         Title:    Vice President
                                                      General Counsel
                                                      And Secretary

                                   Attest /s/ FRANCESCO FERRANTE
                                   -----------------------------




                                    "Trustee"

                                Fifth Third Bank,


                                    By /s/ JOHN M. FOLTZ
                                    --------------------
                                          Name:  John M. Foltz
                                          Title:    Assistant Vice President


<PAGE>


                                       A-1
                          SCHEDULE A - PAYMENT SCHEDULE

                          AMCAST INDUSTRIAL CORPORATION
                                 TRUST AGREEMENT
                                     , 2000

         1.    Persons who are Participants in the Amcast Industrial Corporation
               Nonqualified Supplementary Benefit Plan  ("Plan"):
               -----------------------------------------------------------------

        Name and                       Address for
      Date of Birth                 Notices and Payments     Social Security No.
      -------------                 --------------------     -------------------

         2.    Payment Obligation of Company to each Participant:The Company has
               furnished to  the  Trustee true and accurate copies of  the Plan.
               Under the Plan, a  monthly retirement  benefit is payable at  the
               same time a monthly benefit is   payable to the Participant under
               the Amcast Industrial Corporation Merged Pension Plan. The amount
               of the benefit is  determined  based on formulas contained in the
               Plan. On the dates specified in Sections 4.1 and 4.2, the Company
               shall  furnish to the  Trustee a Payment  Schedule and a Modified
               Payment  Schedule   setting  forth  the specific  amount  of  the
               required  payments and  the period over which payments  are to be
               made. In the event the  Company fails to furnish a Payment Sched-
               ule or a Modified  Payment Schedule, the Trustee may act pursuant
               to  Sections  4.3,  4.4 and 10.5.  The  Company  represents  and
               warrants that it will maintain  accurate  books and  records with
               respect  to  the Company's  payment  obligations  to Participants
               under the Plan and provide  the Trustee with access to such books
               and records as may be necessary  for the Trustee to carry out its
               responsibilities  under the Trust,  including the  calculation of
               benefits  payable to an Participant in the event that the Company
               fails to furnish a Modified  Payment Schedule to the Trustee on a
               timely basis.

         3.    Set forth below is the Company's payment obligation to Ladehoff:
               ---------------------------------------------------------------

                  The undersigned  Company hereby  certifies the accuracy of the
foregoing Schedule A this __ day of ____________2000.

                          Amcast Industrial Corporation


                                       By
                                        ------------------------------
                                              Name:
                                              ------------------------
                                              Title:
                                              ------------------------


<PAGE>


                                       B-1
                  SCHEDULE B(1) - AMCAST INDUSTRIAL CORPORATION
                     NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN




<PAGE>


                                       B-2
                   SCHEDULE B(2) - EXECUTIVE AGREEMENT BETWEEN
                        AMCAST INDUSTRIAL CORPORATION AND
                    LEO W. LADEHOFF, DATED MARCH 3, 1995 AND
               AMENDED AND RESTATED EFFECTIVE AS OF AUGUST 1, 1997