RETIREMENT AND CONSULTING AGREEMENT

RETIREMENT AND CONSULTING AGREEMENT

The parties to this Retirement and Consulting Agreement (the “Agreement”) are Ampco-Pittsburgh Corporation (the “Corporation”) and Ernest G. Siddons (the “Executive”).  This Agreement is entered into and will become effective as of April 30, 2009 (the “Effective Date”).

The Executive has announced his decision to retire from the Corporation as President and Chief Operating Officer effective April 30, 2009 (the “Retirement Date”).  Upon the Executive’s retirement, he may continue to serve as a member of the Board of Directors of the Corporation, subject to re-election by the Corporation’s stockholders.  Following the Retirement Date, the Corporation wishes to retain the Executive for the purpose of providing, and the Executive has agreed to provide, certain consulting services.  This Agreement is intended to set forth the terms applicable to the Executive’s retirement from the Corporation and the consulting arrangement following the Retirement Date.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.          Resignation and Retirement .  Effective on the Retirement Date, the Executive will resign from all positions with the Corporation and any subsidiaries of the Corporation then held by him, including President and Chief Operating Officer of the Corporation, and the Executive’s employment with the Corporation will terminate due to his retirement.  Notwithstanding the foregoing, the Executive may continue to serve as a member of the Board of the Corporation, subject to re-election by the Corporation’s stockholders.

2.          Consulting Services .

(a)   General .  Beginning on May 1, 2009 and ending on April 30, 2012 (such period, subject to the extension and early termination provisions of Section 2(d) below, the “Consulting Period”), the Executive agrees to cooperate with the Corporation in the transition of management of the Corporation following Executive’s retirement and to provide such consulting services to the Corporation (the “Consulting Services”) as may be requested by the Board of Directors or the Chief Executive Officer and be agreed to by the Executive, which agreement may not be unreasonably withheld by Executive.  The Executive agrees to provide up to ninety (90) days of Consulting Services to the Corporation per annual period of the Consulting Period (i.e., May 1 – April 30) under this Agreement.

(b)   Independent Contractor Status and Performance of Consulting Services .  Nothing contained in this Agreement will be deemed to create an employment relationship between the Corporation and the Executive during the Consulting Period.  In providing the Consulting Services, the Executive agrees and acknowledges that he is an independent contractor and will not have authority to bind the Corporation with respect to any matter.  In rendering Consulting Services under this Agreement, the Executive will be free to arrange his own time, pursuits and work schedule and to determine the specific manner in which such services will be performed, without being required to observe any routine or requirement as to working hours.

(c)   Non-exclusivity .  The Corporation agrees and acknowledges that Executive may offer consulting services to other entities during the Consulting Period, subject to the confidentiality and proprietary rights provisions of this Agreement.

(d)   Extension or Early Termination of Consulting Period .  This Agreement and the applicable Consulting Period may be extended beyond the term described in Section 2(a) by mutual agreement of the parties.  Notwithstanding any provisions to the contrary in this Agreement, this Agreement may be terminated prior to April 30, 2012 and the Consulting Period will be deemed to have expired upon any of the following:

3.            Payments and Benefits .

  (a)   In Connection With Executive’s Retirement .  Upon the Executive’s retirement and termination from employment with the Corporation, the Executive will be entitled to payment of all accrued, but unpaid, salary, bonus, vacation or paid time-off and business expenses (to the extent properly accounted for) as of the Retirement Date.  In addition, the Executive will be entitled to all accrued and vested retirement benefits under any qualified or nonqualified plans or arrangements sponsored by the Corporation in accordance with the terms and provisions of such plans or arrangements; provided, the Executive will not accrue additional service or benefits under such plans during the Consulting Period.  Following the expiration of the Consulting Period, the Executive will be covered by the Corporation’s retiree life insurance coverage in accordance with the terms of that arrangement.

  (b)   Bonus for 2009 .  The Executive will be eligible to receive a pro rata portion (4/12) of any bonus awarded under the Corporation’s annual bonus program for the 2009 fiscal year, based on achievement of the applicable performance goals for the year.  The pro rata bonus, if any, will be paid when the applicable bonus amounts are paid to eligible senior executives.  Except as described in this Section 3(b), the Executive will not be entitled to any bonus or incentive compensation during the Consulting Period.

  (c)   Automobile .  The Executive will have the right to purchase the leased Corporation car, which is assigned to the Executive immediately prior to the Retirement Date, at a price equal to the lesser of its then book value or market value.  This right will expire on September 30, 2009.

  (d)   In Connection With Consulting Services .  In consideration for the Consulting Services to be provided by the Executive under this Agreement, the Corporation agrees to pay or provide the Executive the following compensation or benefits during the Consulting Period: