Amend #1 To Savings & Investment Plan & Trust

AMENDMENT NO. 1 TO THE
INTERMET CORPORATION SAVINGS AND
INVESTMENT PLAN AND TRUST


(As Amended and Restated Effective As Of January 1, 1989)


This Amendment made and entered into this 13 day of April, 1992, by and between Intermet Corporation, a Georgia corporation (referred to as the "Employer"), and Trust Company Bank, as trustee (referred to herein as the "Trustee");


W I T N E S S E T H:


WHEREAS, the Employer previously established for the exclusive benefit of its eligible employees a profit sharing plan and trust known as the Intermet Corporation Savings and Investment Plan and Trust (the "Plan"); and


WHEREAS, the Plan was amended and restated effective as of January 1, 1989; and


WHEREAS, the parties now desire to amend the Plan in accordance with the power of amendment contained therein;


NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:


1.


Section 2.1 of the Plan is hereby amended by deleting the present provision and substituting the following:


"2.1 Annual Compensation - For purposes of (i) determining
the amount an Employee may elect to contribute on a pre-tax basis to
the Plan, and (ii) the allocation of the Employer's Matching
Contribution and Profit Sharing Contribution, Annual Compensation
means the Participant's remuneration from the Employer for the Plan
Year determined in accordance with Code Section 414(s) (or Code
Section 415(c)(3) if required), 2
including wages, salary, overtime pay, bonuses, commissions and
performance award payments and all elective contributions made by the
Employer on behalf of the Employee under Sections 125, 402(a)(8),
402(h) or 403(b) of the Code, but excluding indirect payments such as
contributions made by the Employer to this or any other profit sharing
plan or pension plan, welfare plan, group insurance plan, etc., unless
specifically included under this Section 2.1. Notwithstanding the
foregoing, the Employer may elect to use any method of determining
Annual Compensation for any other purpose under the Plan, including
nondiscrimination testing, provided that such method is permissible
under the Code and regulations thereunder. For Plan Years commencing
on January 1, 1989 and thereafter, the Annual Compensation of any
Employee taken into account under the Plan for any Plan Year shall not
exceed $200,000, as adjusted under Section 415(d) of the Code,
provided that in the case of a Participant who is a member of the
family of: (i) a 5% owner or (ii) a Highly Compensated Employee in
the group consisting of the 10 Highly Compensated Employees paid the
greatest Annual Compensation during such Plan Year, each Participant's
Annual Compensation shall include any Annual Compensation received
from the Employer by such Participant's spouse and any lineal
descendants of the Participant who have not attained age 19 before the
close of such Plan Year. For purposes of determining the amount a
Participant may elect to contribute to the Plan as a Pay Transfer,
only Annual Compensation earned while the Participant participated in
the Plan shall be considered."


2.


Section 3.2(b) of the Plan is amended by inserting the following phrase at the end of the current provision:


", provided that such Employee shall not be required to complete a
minimum number of Hours of Service during such six-month period."


3.


Section 3.3(c) of the Plan is hereby amended by deleting the first sentence of the existing provision and substituting the following:


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"Except as otherwise provided herein, in addition to Service credited
under Section 3.3(a) and (b), for purposes of eligibility and vesting,
an Employee's period of employment with INTAT Precision, Inc., New
River Castings Company, and such other joint ventures or other
entities related to the Company and designated as the Plan
Administrator from time to time, shall be counted as Service
hereunder, but only for such period during which such other entity is
related to the Company."


4.


Section 4.2 of the Plan is amended by adding the following new subsection 4.2(c)(iii):


"(iii) In the event that the multiple use limitation set
forth in Section 1.401(m)-2(b) of the Regulations applies, the
provisions of Section 4.4(e) of the Plan shall govern."


5.


Section 4.2(e) of the Plan is amended by inserting, after the first full sentence in the first full paragraph, the following sentence:


"The amount of Excess Contributions that may be distributed with
respect to an Employee for a Plan Year is reduced by any Excess
Contributions previously distributed to the Employee for the
Employee's taxable year ending with or within the Plan Year."


6.


Section 4.2(e) of the Plan is further amended by placing a period (".") after the word "tested" and deleting the following phrase from the third sentence of the current provision:


", plus the allocable income for the period between the end of such
Plan Year and the date of distribution of such Excess Contributions
(the "gap period")."


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7.


Section 4.3 of the Plan is hereby amended by adding the following new subsection 4.3(f):


"(f) Excess Forfeitures - If the Forfeitures associated with
Matching Contributions for any Plan Year exceed the amount required to
be contributed by the Employer or Company as a Matching Contribution
for such Plan Year, such excess Forfeitures shall be used to reduce
the amount required to be contributed by the Employer or Company as a
Profit Sharing Contribution for such Plan Year. If the Forfeitures
associated with Profit Sharing Contributions for any Plan Year exceed
the amount required to be contributed by the Employer or Company as a
Profit Sharing Contribution for such Plan Year, such excess
Forfeitures shall be used to reduce the amount required to be
contributed by the Employer or Company as a Matching Contribution for
such Plan Year."


8.


Section 4.4(e) of the Plan is amended by adding the following sentence at the end of the current provision:


"Further, provided, in the event that the multiple use limitation as
set forth in Section 1.401(m)-2(b) of the Regulations applies with
respect to any Highly Compensated Employee, the Actual Deferral
Percentages of each Highly Compensated Employee, shall be reduced
(beginning with such Highly Compensated Employee whose Actual Deferral
Percentage is highest) so that the multiple use limitation is not
exceeded. The amount by which each Highly Compensated Employee's
Actual Deferral Percentage is reduced shall be treated as an Excess
Contribution as provided under Section 4.2(e)."


9.


Section 4.4(g) of the Plan is amended by inserting a period "." after the word "tested" and deleting the following phrase in the first sentence of the current provision:


", plus the allocable income for the period between the end of such
Plan Year and the date of distribution of such excess (the "gap
period")."


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10.


Section 5.2(b)(1) of the Plan is hereby amended by adding the following paragraph after the first full paragraph in the current provision:


"Notwithstanding the foregoing, effective January 1, 1992, a
Participant shall be given the opportunity to change the investment
direction of his Participant Directed Amount on a quarterly basis each
January 1, April 1, July 1 or October 1. Such change in the
investment direction of a Participant's future savings shall be
effective for the first payroll period which begins on or after
January 1, April 1, July 1 or October 1, whichever applies."


11.


Section 5.3(b) of the Plan is hereby amended by deleting the present provision and substituting the following:


"(b) The Plan Administrator, or its agent, shall make
appropriate adjustments in the Employer Contribution Accounts, Pre-tax
Accounts, ESOP Transfer Accounts and Rollover Accounts of all
Participants, former Participants and Beneficiaries who have unpaid
balances in their accounts at such time, by allocating pro rata among
such accounts based on the respective balances thereof as of the
preceding Valuation Date (plus one-half of all contributions made
since such preceding Valuation Date, less any distributions or
withdrawals since such preceding Valuation Date), any increases or
decreases in the value of the assets of the appropriate separate
investment funds of the Trust Fund, any income (other than
contributions) or expenses or costs, and any realized gains and losses
of the appropriate separate investment funds of the Trust Fund since
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