EXHIBIT 10.10


                                     FORM OF
                                 AMENDMENT NO. 1
                                       TO
                 EMPLOYMENT AGREEMENT AND RESTRICTED STOCK GRANT

                  THIS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT AND
RESTRICTED STOCK GRANT ("Employment Agreement") by and among [Neenah Foundry
Company] [or subsidiary of Neenah Foundry Company], ACP Holding Company ("ACP")
and ______ (this "Amendment") is effective as of _____, 2004.

                  Capitalized terms not otherwise defined herein shall have the
meanings assigned to such capitalized terms in the Employment Agreement.

1.       Amendment of the Employment Agreement. The Employment Agreement is
         hereby amended as follows:

         (a)      Section 2.02 (b) is deleted and replaced in full with the
                  following text:

         "All Unvested Shares will automatically become vested immediately prior
to a Significant Transaction."

         (b)      The definition of "Stockholders Agreement" is amended by
                  adding the following text to the end thereof:

         ", as amended from time to time."

         (c)      The definition of "Tag-Along Transaction" is deleted and
                  replaced in full with the following text:

         "Tag-Along Transaction" means any transaction involving a sale by one
or more parties of 50% or more of the Shares (as defined in the Stockholders
Agreement).

2.       Miscellaneous.

         (a)      Governing Law. This Amendment shall be governed by the
                  corporate laws of the State of Wisconsin 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.

         (b)      Severability. Whenever possible, each provision of this
                  Amendment shall be interpreted in such manner as to be
                  effective and valid under applicable law, but if any provision
                  of this Amendment 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 this Amendment.

         (c)      Effect on the Employment Agreement. Except as it is expressly
                  modified by this Amendment, the Employment Agreement remains
                  in full force and effect.

                                     ******



                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment or caused this Agreement to be executed this _____________ day of
____________, 2004.


                                       -----------------------------------
                                       [Employee]



                                       [NEENAH FOUNDRY COMPANY]
                                       [OR SUBSIDIARY OF NEENAH FOUNDRY COMPANY]

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


                                       ACP HOLDING COMPANY


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