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                                                                   Exhibit 10.10

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         This is a First Amendment to the Employment Agreement entered into the
9th day of September, 1994, by and between NEENAH FOUNDRY COMPANY, a Wisconsin
corporation, and its affiliated companies, to-wit, NEENAH CORPORATION, HARTLEY
CONTROLS CORPORATION and NEENAH TRANSPORT, INC., hereinafter called the
Employer, and JAMES P. KEATING, JR., of Neenah, Wisconsin, hereinafter called
the Employee.

         WITNESSETH:

         WHEREAS, the parties desire to amend the aforesaid employment
agreement.

         NOW, THEREFORE, it is agreed between the parties that the employment
agreement be as amended as follows:

         1.       That Section 11 be deleted in its entirety and replaced with
the following Section 11.

                  "11.     Supplemental Employee Retirement Payments (SERP).
                           As additional consideration for entering into this
                           Employment Agreement, which Employment Agreement ends
                           prior to Employee reaching age sixty-five, Employer
                           agrees that at the end of this Employment Agreement
                           period, Employee shall be paid full benefits under
                           Employer's SERP plan as if he retired at age
                           sixty-five without regard to Employer's right to
                           amend, modify or revoke the SERP Plan. The SERP
                           payments will commence on July 1, 1997. Employer and
                           Employee agree that Employee's benefits under the
                           SERP plan shall be fully vested and irrevocable as of
                           the date of this Agreement."

                  2.       All other terms and conditions of the employment
agreement, except as modified by this first amendment, are agreed by both
parties to be in full force and effect and binding on their heirs, personal
representatives, successors and assigns.


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                  IN WITNESS WHEREOF, the parties have set their hands and seals
this 23rd day of July, 1996.


In the Presence of:


                                          COMPANY:                              
                                          
                                          NEENAH FOUNDRY COMPANY
                                          
                                          
                                          By: __________________________________
                                              Name:
                                              Title:
                                          
                                          NEENAH CORPORATION
                                          
                                          
                                          By: __________________________________
                                              Name:
                                              Title:
                                          
                                          HARTLEY CONTROLS CORPORATION
                                          
                                          
                                          By: __________________________________
                                              Name:
                                              Title:
                                          
                                          
                                          NEENAH TRANSPORT, INC.
                                          
                                          
                                          By: __________________________________
                                              Name:
                                              Title:
                                          
                                          
                                          CONSULTANT:
                                          
                                          
                                          
                                          ______________________________________
                                          James P. Keating, Jr.
                                          
                                          
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