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                             NEENAH FOUNDRY COMPANY
                    2003 SEVERANCE AND CHANGE OF CONTROL PLAN

1.       Purpose.

                  This plan shall be known as the Neenah Foundry Company 2003
Severance and Change of Control Plan (the "Plan"). The purpose of the Plan shall
be to set forth payments and other benefits, if any, to which an executive of
Neenah Foundry Company (the "Company") or any of its Subsidiaries will be
entitled upon termination of such person's employment.

2.       Definitions. For purposes of this Plan, except when the context clearly
indicates otherwise, the following terms shall have the meanings set forth
below.

         "ACP" means ACP Holding Company, a Delaware corporation.

         "Affiliate" means, in respect of any Person, any other Person who,
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such Person. For purposes of this
definition, "control" (including the terms "controlled by" and "under common
control with") when used in respect of any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract, or otherwise.

         "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as codified
in Title 11 of the United States Code, 11 U.S.C. Section 101, et seq., as
amended from time to time.

         "Base Salary" means, with respect to any Plan Participant, "Base
Salary" as defined in such Plan Participant's Employment Agreement.

         "Board of Directors" and "Board" mean the board of directors of the
Company.

         "Cause" means, with respect to any Plan Participant, the occurrence of
one or more of the following events: (i) such Plan Participant's willful breach
of, or gross negligence or malfeasance in the performance of, such Plan
Participant's duties under such Plan Participant's Employment Agreement; (ii)
any material insubordination by Plan Participant with respect to carrying out
the reasonable instructions of the Board; (iii) the conviction for, or the
entering of a guilty plea or plea of nolo contendere with respect to, a felony,
the equivalent thereof or other crime with respect to which imprisonment of more
than one year is a possible punishment or that is expected to result in
Significant Injury; (iv) such Plan Participant's breach of a fiduciary
obligation to or improper disclosure of a confidence of the Company Group or
breach of any other confidentiality or non-competition obligation set forth
herein; (v) any act of moral turpitude or willful misconduct by such Plan
Participant that (1) is intended to result in personal enrichment of such Plan
Participant or any related person at the expense of the Company Group or (2) is
reasonably expected to result in Significant Injury.

         "Change of Control" means, from and after the Effective Date, any
transaction or series of related transactions is consummated, the result of
which is that: (i) any Person or group (within

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the meaning of Rule 13d-5 of the Exchange Act), other than the Permitted
Holders, shall own directly or indirectly, beneficially or of record, greater
than 50% of the equity securities of any member of the Company Group on a fully
diluted basis; (ii) a Permitted Holder shall own directly or indirectly,
beneficially or of record, 66-2/3% or more of the equity securities of any
member of the Company Group on a fully diluted basis; or (iii) after the first
fully distributed public offering of voting stock of any member of the Company
Group (1) any Person or group (within the meaning of Rule 13d-5 of the Exchange
Act), other than the Permitted Holders, shall own directly or indirectly,
beneficially or of record, a percentage of the issued and outstanding voting
stock of any member of the Company Group on a fully diluted basis, having
ordinary voting power in excess of the percentage then owned, directly or
indirectly, beneficially and of record, on a fully diluted basis, by the
Permitted Holders, or (2) a majority of the seats on the boards of directors of
ACP or the Company (except in the case of any vacancy for 30 days or less
resulting from the death or resignation of any director) shall at any time be
occupied by persons who were neither (A) nominated by the Permitted Holders nor
(B) appointed by directors so nominated, in each case, whether as the result of
the purchase, issuance or sale of securities of any member of the Company Group
or any merger, consolidation, liquidation, dissolution, recapitalization or
similar transaction involving any member of the Company Group.

         "Change of Control Multiple" means, with respect to any Plan
Participant, "Change of Control Multiple" as defined in such Plan Participant's
Employment Agreement.

         "Change of Control Payment" has the meaning given to such term in
Section 4(b) hereof.

         "COBRA" means Part 6 of Subtitle B of Title I of the Employee
Retirement Income Security Act of 1974, as amended and Section 4980B of the
Code.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Committee" means the Compensation Committee of the Board or such other
committee that consists solely of two or more individuals, each of whom is a
Non-Employee Director and an "outside director" within the meaning of Treasury
Regulation Section 1.162-27(e)(3).

         "Company" has the meaning set forth in Section 1 hereof.

         "Company Group" means ACP, the Company and their respective
Subsidiaries.

         "Effective Date" means the effective date of the Plan of
Reorganization.

         "Employment Agreement" means the written agreement between any Plan
Participant and the Company or any of its Subsidiaries pursuant to which such
Plan Participant is entitled to the benefits under the Plan.

         "Employment Period" means, with respect to a Plan Participant's
employment, the period from the effective date of the Employment Agreement until
the date the Plan Participant is no longer employed with the Company.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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         "Excise Taxes" has the meaning given to such term in Section 4(b)
hereof.

         "Good Reason" means, with respect to any Plan Participant, the
termination of such Plan Participant's employment by way of a material change in
position, authority, duties, responsibilities or status that results in or
reflects (1) a material diminution of scope or importance, reduction in base pay
or annual bonus target, material reduction in the aggregate level of benefits,
(2) unreasonable relocation of primary employment to a location more than fifty
(50) miles from current work location or (3) solely with respect to William
Barrett, the failure of the Company to nominate Mr. Barrett to the boards of
directors of ACP and each of its Subsidiaries. For avoidance of doubt, a
reduction in base pay or annual bonus target and the relocation of primary
employment to a location more than fifty (50) miles from current work location,
in each case, shall constitute a material change in position, authority, duties,
responsibilities or status.

         "Gross-Up Amount" has the meaning given to such term in Section 4(b)
hereof.

         "Non-Employee Director" has the meaning given to such term in Rule
16b-3 under the Exchange Act and any successor thereto.

         "Payout Period" means, with respect to any Plan Participant, "Payout
Period" as defined in such Plan Participant's Employment Agreement.

         "Permitted Holders" means each of MacKay Shields LLC, Citicorp
Mezzanine III, L.P., Metropolitan Life Insurance Company, Exis Differential
Holdings, Ltd. and Trust Company of the West, together with the Affiliates of
each of such Persons.

         "Person" shall mean an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or a governmental entity or any
department, agency or political subdivision thereof.

         "Plan" has the meaning set forth in Section 1 hereof.

         "Plan of Reorganization" means the Joint Prepackaged Plan of
Reorganization of ACP, NFC Castings, Inc., the Company and certain of its
Subsidiaries under Chapter 11 of the Bankruptcy Code, dated July 1, 2003,
including the Plan Supplement and other supplements, appendices and schedules to
the Plan, in each case, as amended or supplemented on or before the Effective
Date.

         "Plan Participant" means each of William Barrett, Gary LaChey, Joseph
DeRita, Frank Headington, Timothy Koller, William Martin, Joseph Varkoly, Steve
Shaffer, John Andrews and any other employee of the Company Group selected by
the Board or the Committee.

         "Severance Multiple" means, with respect to any Plan Participant,
"Severance Multiple" as defined in such Plan Participant's Employment Agreement.

         "Severance Payments" has the meaning given to such term in Section 4(a)
hereof.

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         "Significant Injury" means significant economic or reputational injury
or both (such determination to be made by the Board in its reasonable judgment)
to the Company Group.

         "Subsidiary" of any Person means a corporation or other entity of which
outstanding shares or ownership interests representing 50% or more of the
combined voting power of such corporation or other entity entitled to elect the
management thereof, or such lesser percentage as may be approved by the
Committee, are owned directly or indirectly by such Person.

3.       Administration.

                  The Plan shall be administered by the Committee; provided,
that the Board may, in its discretion, at any time and from time to time,
resolve to administer the Plan, in which case the term "Committee" shall be
deemed to mean the Board for all purposes herein. Subject to the provisions of
the Plan, the Committee shall be authorized to: (i) select persons to
participate in the Plan in addition to those entitled to participate in the Plan
pursuant to Employment Agreements entered into at or prior to the Effective
Date; (ii) determine the form, substance, terms and conditions of each
additional grant made under the Plan; (iii) certify that the conditions and
restrictions applicable to any grant have been met; (iv) modify the terms of
grants made under the Plan; (v) make any adjustments necessary or desirable in
connection with grants made under the Plan to eligible participants located
outside the United States; (vi) adopt, amend, or rescind rules and regulations
for the administration of the Plan, including, but not limited to, correcting
any defect or supplying any omission, or reconciling any inconsistency in the
Plan or in any Employment Agreement, in the manner and to the extent it shall
deem necessary or advisable, including so that the Plan and the operation of the
Plan complies with the Code to the extent applicable and other applicable law;
and (vii) exercise such powers and perform such acts as are deemed necessary or
advisable to promote the best interests of the Company with respect to the Plan;
provided, that in no event shall any amendment, modification, adjustment,
correction or supplement to the Plan pursuant to the foregoing clauses (i)
through (vii) adversely affect any Plan Participant without such Plan
Participant's consent. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with applicable federal and state laws and rules and regulations promulgated
pursuant thereto. No member of the Committee and no officer of the Company shall
be liable for any action taken or omitted to be taken by such member, by any
other member of the Committee or by any officer of the Company in connection
with the performance of duties under the Plan, except for such person's own
willful misconduct or as expressly provided by statute.

                  The expenses of administering the Plan shall be borne by the
Company.

4.       Severance Arrangements; Change of Control Payments.

                  (a)      Severance Arrangement. Except as provided in Section
4(b) below, if any Plan Participant's employment with a member of the Company
Group is terminated by such Person other than for Cause, or if any Plan
Participant resigns from employment with such Person for Good Reason, such Plan
Participant shall receive, during the Payout Period, (x) severance payments
("Severance Payments") equal in the aggregate to the product of (1) the
Severance Multiple and (2) Base Salary of such Plan Participant and (y) the
health benefits, at the

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Company's cost (subject to satisfying insurability requirements), to which such
Plan Participant would otherwise have been entitled pursuant to the Employment
Agreement (subject to such Plan Participant's COBRA election) and outplacement
services, in each case, for the Payout Period. Severance Payments shall be made
bi-weekly, in accordance with normal payroll practices for the Payout Period.
The Company's health benefits and outplacement services described above will be
made available until the earlier of the end of the Payout Period or the receipt
of comparable benefits on re-employment. Severance Payments shall not be reduced
as a result of re-employment or otherwise.

                  (b)      Termination upon Change of Control. If any Plan
Participant's employment with a member of the Company Group is terminated by
such Person other than for Cause or if any Plan Participant resigns from
employment with such Person for Good Reason, in each case, within 180 days after
a Change of Control, such Plan Participant shall receive a lump sum cash payment
in an amount equal to the product of (x) the Change of Control Multiple and (y)
Base Salary (the "Change of Control Payment"). The Change of Control Payment (i)
will be payable by the Company to such Plan Participant in a lump sum within 30
days of such Plan Participant's termination pursuant to the preceding sentence,
(ii) is not subject to mitigation or reduction upon re-employment or otherwise
and (iii) will be increased to provide for payment of an additional amount (the
"Gross-Up Amount") such that the net amount retained by the Plan Participant,
after payment of (1) any excise taxes due on the Change of Control Payment under
Section 4999 of the Code or any corresponding or applicable state law provision
("Excise Taxes") and (2) any federal, state or local income tax and any Excise
Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control
Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply
to the Gross-Up Amount. Such Plan Participant shall also be entitled to the
continuation of health benefits (subject to satisfying insurability
requirements) and outplacement services during the Payout Period on the same
basis as provided pursuant to Section 4(a), subject to mitigation upon
re-employment and receipt of comparable benefits set forth in Section 4(a).
Payments made upon termination following a Change of Control are in lieu of any
severance payments described in Section 4(a) above that would otherwise be
payable following such termination.

5.       Transfer of Employee.

                  Unless there shall otherwise be an event constituting Good
Reason, the transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, or from one Subsidiary to another Subsidiary shall
not be considered a termination of employment; nor shall it be considered a
termination of employment if an employee is placed on military or sick leave or
such other leave of absence that is considered by the Committee as continuing
intact the employment relationship.

6.       Amendment under the Plan.

                  The terms of any outstanding award, payment, grant or
incentive under the Plan may be amended from time to time by the Committee
solely to provide rights under the Plan that are more favorable to any Plan
Participant; provided, that if such amendment adversely affects

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the rights of any Plan Participant, such amendment shall be deemed to affect
such Plan Participant only upon such Plan Participant's written consent.

7.       Commencement Date; Termination Date.

                  The date of commencement of the Plan shall be the Effective
Date.

                  Each Plan Participant shall be paid the awards, payments,
grants and incentives to which such Plan Participant is entitled pursuant to the
Plan as of the Effective Date, and the Plan shall not be terminated unless and
until each Plan Participant receives such awards, payments, grants and
incentives. No termination of the Plan shall materially and adversely affect any
of the rights or obligations of any Plan Participant, without such Plan
Participant's written consent, under any grant of any incentives theretofore
granted under the Plan.

8.       Severability.

                  Whenever possible, each provision of the Plan shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of the Plan is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of the Plan.

9.       Governing Law.

                  The Plan shall be governed by the corporate laws of the State
of Delaware, without giving effect to any choice of law provisions that might
otherwise refer construction or interpretation of the Plan to the substantive
law of another jurisdiction.

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