1
                                                                    Exhibit 10.2

                                                                        REDACTED


[Note:  Certain confidential portions of this document have been omitted and
        filed separately with the Securities and Exchange Commission. The 
        omitted confidential information is marked throught the document with 
        a "*"]


                                 NEENAH FOUNDRY

                                     T-78155

                                  ATTACHMENT A

                               SPECIAL PROVISIONS


1)       CONTRACT TERM
         The initial term of this Agreement shall begin effective April 1, 1995
         and end March 31, 1998. The parties agree to meet to negotiate new
         Agreement not less than 90 days prior to contract expiration and
         further agree to complete said negotiations not less than 60 days from
         the date said negotiation began, except that the date may be extended
         or otherwise changed upon mutual agreement in writing signed by both
         parties.

2)       VOLUME/CAPACITY COMMITMENT
         Buyer agrees to purchase at least of its requirements for the Products
         listed on Attachment 1A, 1 B. 1 C* and 1 D; subject to ISIR approval by
         Buyer and subject to Products demonstrating acceptable machineability
         during pre-production qualification testing at Buyers plant or at a
         designated outside machining source.
   2
                                                                        REDACTED

         Seller agrees to provide Buyer the necessary capacity to meet 100% of
         Buyers U. S. and Canadian schedules, unless Buyer's product
         requirements exceed Sellers total equipment capacity.


3)       SCRAP SURCHARGE
         a)       The prices set forth on Attachments 1A through 1D at the time
                  this Agreement is signed shall be known as Base Prices. The
                  Base Price for each Product shall be adjusted up Of down for
                  the cost associated with changes in specifications and for the
                  adjustments made pursuant to Paragraph 4, and each price, as
                  adjusted, shall be the new Base Price for the Product in
                  question. Base Prices shall not be affected by any scrap
                  adjustments made pursuant to this Paragraph 3.

         b)       The effective price for a Product shall be determined by
                  application of a steel scrap adjustment to the then current
                  Base Price according to the formula provided below. Steel
                  scrap adjustment shall be calculated on a semi-annual basis
                  and shall be effective beginning April 1, 1995 and upon each
                  October 1 and April 1 thereafter.

         c)       The base cost of scrap included in the base pricing is
                  $150.00/gross ton. The formula set forth below shall be used
                  to calculate the amount of the steel scrap adjustment when
                  average price (HAP-) exceeds $150.00 per gross ton, downward
                  when price drops below S135.00 per gross ton per the formula
                  shown below.


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                                                                        REDACTED

         d)       The AP of scrap for six months immediately prior to the April
                  1 or October 1 steel scrap adjustment date shall be determined
                  by averaging the midpoint of the range shown for the prices
                  for the preceding six months as shown in the Chicago District
                  Iron Ace for low phosphate steel plate 2' and under.

         e)       The amount of the scrap adjustment equals ({AP-BP}/2240) x A
                  where BP equals the scrap base of $150.000/gross ton, A equals
                  the weight in pounds per part number as shown on the
                  Attachments.

         f)       The amount of the scrap adjustment for each period shall be
                  added to the Base Price to determine the operative price for
                  the period. If the AP of steel scrap is between $135.00/ton
                  and $150.00/ton, We Base Price shall be used as the operative
                  price for the applicable period.

         g)       The AP effective on April 1, 1995 and reflected in the initial
                  purchase order prices shall be */'gross ton.

4)       PRICING
         Seller agrees chat base prices for Products identified on Attachments
         1A - 1D shall be in accordance with the attached schedule.

5)       MACHINE SCRAP


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                                                                        REDACTED

         Seller agrees that if Buyer returns Products as defective or
         non-conforming, Seller shall reimburse Buyer Me When effective price of
         the Product as shown on the Attachments. Additionally, in the event
         Buyer has begun machining of Products prior to their identification as
         unacceptable, Seller agrees to reimburse Buyer on a part number basis
         its cost not to exceed the value indicated in Attachment II, of said
         machining as outlined below (hereinafter, the Machine Chargeback
         Policy).

         a)       In the event Buyer identifies Products as unacceptable, Buyer
                  agrees to promptly notify Seller as below:

                  i.       Buyer will promptly contact Seller by telephone or
                           fax, identifying any defective material problem prior
                           to any action by Buyer.

                  ii.      Buyer will provide Seller with the opportunity to
                           promptly replace or repair defective material. Seller
                           agrees that replacement of defective material must be
                           done so as not to interrupt Buyer's production
                           schedule.

                  iii.     Buyer may in certain instances considered critical by
                           Buyer and after notification to Seller proceed with
                           the machining of defective material in order to
                           salvage satisfactory parts. Buyer agrees to pursue
                           all practical alternatives in an attempt to minimize
                           cost for such work. Seller agrees to absorb machine
                           scrap costs resulting from defective Products at the
                           rate indicated in Attachment 11.


                                        4
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                                                                        REDACTED

                  iv.      In the event sorting or salvage of Products must be
                           done by the Buyer to accommodate customer needs, a
                           rate of */hour will be charged to Seller for actual
                           hours required for this task. Seller has the right to
                           sort in Buyers plant if time permits.

                  v.       If Products are not salvageable and replacement is
                           the only resource, all costs as listed in paragraph 5
                           are applicable.

                  vi.      Seller field quality personnel will make pant visits
                           in a timely manner to review rejected Products and
                           make dispositions. Buyer will provide assistance to
                           Sellers representative without cost to Seller.

6)       DELIVERY
         Seller will be financially responsible for all costs which result from
         the Sellers failure to deliver Products within the following
         parameters:

                  All Products ordered on Buyers Vendor Release & Shipping
                  Schedule supplied from Seller's plants two (2) and three (3)
                  will be guaranteed shipped within twenty (20) working days
                  from receipt of the schedule. Working days are defined as
                  Mondays through Fridays exclusive of national holidays. Seller
                  agrees to attempt to make schedule changes upon shorter notice
                  from Buyer; however, Buyer recognizes that Sellers production
                  scheduling system limits aggregate volume changes to +/ 10%
                  for change requests for shipment within twenty (20) working


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                                                                        REDACTED


                  days from the change request. Buyer also agrees h use its
                  release to schedule material according to the normal
                  parameters of that schedule and afford Seller of as much
                  advance notice of schedule changes as possible within the
                  above.

         Sellers responsibility for costs attributable to late delivery are
         limited to the sum of the elements listed below
         a. Premium freight cost both to Buyer and to the end customer.

         b. Overtime premium costs at Buyer or its subcontractors.

         c. Incremental setup costs at Buyer or its subcontractors.

         d. Other delivery related costs which are mutually agreeable to Buyer
         and Seller.

         Buyer recognizes that circumstances arise where failure to perform
         within specified time frames is not entirely under Sellers control
         (i.e., timely feedback from Buyer on quality problems, blue print
         interpretation differences, machine tool setup changes, or events
         of force majeure). Under such circumstances, Buyer and Seller will
         mutually agree to responsibilities and incidental delivery costs.

7)       THIRD PARTY AUTHORIZATION
         Products on the Purchase Order and Products which may be added to the
         Purchase Order during the term of this Agreement, may be purchased by a
         Buyer location other than that shown on Buyer's purchase order during
         the term of this Agreement. Furthermore, Buyer may direct shipments of
         their product to a third park location. These Products will be


                                       6
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                                                                        REDACTED


         supplied to the designated location at the same price as at the
         original location. Shipping terms shall be FOB Sellers plant. In the
         event Buyers non-North American locations desire to purchase Products
         from Seller, the price of said Products will be the same as the price
         for Products hereunder. Any such purchase will be made under a
         separately negotiated Agreement but under terms and conditions in
         commensurate with those of this Order.

8)       TECHNOLOGY CHANGE
         If, at any time during the term of this Agreement, a major
         technological change should occur which would, in Buyers sole judgment,
         make like Products purchased from another supplier more attractive or
         necessary to Buyer, then Buyer may terminate separate Products of the
         Agreement by giving written notice to Seller, which will become
         effective twelve (12) months (or such shorter time as may be mutually
         agreed upon by the parties) after receipt of said notice by Seller.
         During said notice period Seller shall have the opportunity to acquire
         such technology and produce and substitute Products derived therefrom
         at competitive prices, or, subject to Buyers consent, supply the
         Products shown on the Purchase Order at prices competitive to those
         derived by the new technology and at a quality similar to those derived
         from such new technology. Seller shall have the right to renegotiate
         pricing with Buyer if major technology changes results in purchase by
         Buyer being less than 50% of the previous annual tonnage.


                                       7
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                                                                        REDACTED

9)       PLANT CLOSING
         In the event Seller contemplates the closing of a plant or plants that
         affects Seller's performance hereunder, Seller shall immediately notify
         Buyer of such __________________. Seller further agrees to provide
         manufacturing, engineering, and technical assistance to Buyer to
         provide a smooth transition and to aid the new supply source selected
         by Buyer.

10)      TOOLING
         Seller will provide day to day maintenance of tooling due to normal use
         Once tooling has been determined to be worn out from normal production
         use, Buyer agrees to pay replacement costs to a level not to exceed a
         total of  *  per agreement year. Seller is responsible to initiate a
         request to replace tooling with appropriate justification. Tool
         modification resulting from Buyer's engineering changes will be at the
         cost and expense of Buyer.

11)      RETURNABLE CONTAINER PROGRAM
         Seller agrees to assist Buyer in the event a "returnable container"
         program is established. In the event a returnable container program is
         initiated Seller agrees to reduce it's prices for the Products on the
         Purchase Order by an amount equal to the costs charged to Buyer


                                       8
   9
                                                                        REDACTED

         for packaging which includes but may not be limited to costs for
         pallets, dividers, separators, binding, wrapping, preservatives and
         labor.

12)      VALUE ENGINEERING
         Seller agrees to provide technical assistance and implement value
         engineering programs which include weigh/cost reductions. Seller agrees
         that Buyer will share equally all cost savings associated with any
         value engineering effort upon implementation of same.

13)      QUALITY RATING
         Buyer shall have the right to terminate this Agreement for cause in the
         event that Seller fails to maintain the below listed Buyer Quality
         Ratings:
                       Location                                Ratings
                       --------                                -------
                  Sellers Plant #2, #3                        Rating #2

14)      ACCOUNTS PAYABLE
         Seller agrees that Buyers scheduled payments are net 5th proxl2nd 5th
         prox. (Shipments made during the first month through the tenth of the
         current month will be paid by the fifth of the following month.
         Shipments made during the 11th through the 31st of the current month
         will be paid by the fifth of the second following month).


                                       9
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                                                                        REDACTED


15)      COMPARATIVE PRICING GUARANTEE
         Seller agrees that Buyer may add additional Products to this contract.
         Seller agrees that for Products added to the Attachments, Buyer shall
         receive prices in accordance with Paragraph 4 based on reasonable
         comparative pricing with like part numbers from the same product family
         processed from similar molding equipment.

16)      CATASTROPHIC MATERIAL COST INCREASES
         In the event Seller should experience catastrophic increases in the
         cost of materials used in the production of the Products in this order
         which drastically affect profit margins, Buyer will assist in seeking
         alternatives to the increase. Seller agrees to aggressively pursue
         practical alternatives to offset the price increase and to submit
         written documentation supporting any price increase request a minimum
         of sixty (60) days prior to the requested effective date. Justification
         for the increase includes evidence of ail efforts to avoid the material
         increase. If no agreement is reached on price within the sixty (60) day
         notification period, either party may terminate this Agreement upon
         thirty (30) days written notice given on or after the requested
         effective date of price increase.

17)      VACATION SHUTDOWN


                                       10
   11
                                                                        REDACTED


         In the event Seller contemplates the closing of a plant for vacation
         shutdown, Seller shall immediately notify Buyer of such contemplated
         action. Seller further agrees to provide delivery of Products, as
         identified in the Products, so as not to interrupt Buyers schedule.

18)      DELEGATION AND ASSIGNMENT
         Seller shall not delegate any of its duties of this Agreement without
         Buyer s written approval and Seller shall not assign any of its rights
         hereunder without prior notice to Buyer.

19)      ALTERATIONS
         a)       Paragraphs 3,'Warranty"; 15, ~Termination; 9, "Information";
                  and paragraph 17 Recall Campaigns on the reverse of Buyers
                  Purchase Order are hereby deleted in their entirety and the
                  following is substituted in lieu thereof.
                           "3 Warranty: Seller warrants that Products ordered to
                           specifications will conform thereto and to any
                           drawings, samples or deviations furnished or adopted
                           by Buyer. All Products furnished hereunder will be
                           merchantable, of good material and workmanship, and
                           free from defects. Such warranties shall survive
                           inspections test, acceptance of and payment for the
                           Products and shall run to Buyer its successors,
                           assigns, and customers. The warranty period shall be
                           for five (5) years or 500,000 miles of use,


                                       11
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                           beginning with the first use of the vehicle by its
                           first legal and lawful owner. Seller's obligation to
                           reimburse Buyer for warranty costs is limited to
                           $300.00 per individual failure and an aggregate of
                           $250,000 per contract year. To the extent Products
                           supplied hereunder are of Buyers design and
                           specifications, the implied warranty of fitness for a
                           particular purpose is excluded for Products shipped
                           under this Agreement".

                           "15 Termination: Buyer shall have the right to
                           terminate this Agreement or any part thereof at any
                           time upon ninety (90) days written notice for cause
                           if Seller chronically fails to make shipments in
                           accordance with the obligations described in
                           Paragraph 6 otherwise fails to observe or comply with
                           any of the other instructions, terms, conditions, or
                           warranties applicable to this Agreement or fails to
                           make progress so as to endanger performance of this
                           Agreement, or fails to maintain adequate capacity to
                           handle Buyer's requirements, or fails to maintain
                           machineability in accordance with drawing
                           specifications, or fails to maintain quality ratings
                           as specified in Paragraph 14. Buyer may, in addition
                           to any other right or remedy provided by this
                           Agreement or by law, terminate all or any part of
                           this Agreement for cause by telegraphic or other
                           written notice to Seller without any liability by
                           Buyer to Seller on account thereof. In the event of


                                       12
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                                                                        REDACTED


                           termination for cause, Buyer may produce or purchase
                           or otherwise acquire Products elsewhere on such terms
                           or in such manner as Buyer may deem appropriate and
                           Seller shall be liable to Buyer for any excess cost
                           or other expenses incurred by Buyer.

                           "9 Information: (a) Drawings, data, designs,
                           inventions, computer software and other technical
                           information supplied by Buyer, or generated, by
                           Seller, in the performance of this Agreement, shall
                           be and remain Buyers and shall be held in confidence
                           by Seller. Such information shall be not reproduced,
                           used or disclosed to others by Seller without Buyers
                           prior written consent, and shall be returned to Buyer
                           upon completion by Seller of its obligations under
                           this Agreement or upon demand. (b) In the event that
                           Seller discloses any trade secret information
                           originated by, or within the knowledge of Seller on
                           or before the effective date of the Agreement, to
                           Buyer, in connection with the performance of this
                           Agreement which is neither generally available to
                           others, previously known to Buyer, nor independency
                           developed by Buyer, Buyer shall hold such information
                           in confidence; provided, however, that nothing in
                           this Agreement shall require Buyer to exercise any
                           greater degree of care for the protection of such
                           information than Buyer normally exercises for its own
                           information of


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                           like character. Buyer's obligation of confidentiality
                           shall be limited to information disclosed in writing
                           which is marked or stamped "confidential" or
                           "proprietary".

                           "17 Recall Campaigns: Seller shall indemnify and hold
                           Buyer harmless against all damages and expenses
                           incurred by Buyer as a result of Buyer being required
                           by law (a) to recall from Buyer's customers or others
                           any Products furnished hereunder or an end product
                           employing any such Products as a part or component
                           thereof and (b) to repair, replace or refund the
                           purchase price of such Products or end product,
                           provided that such recall and such repair,
                           replacement or refund is based upon a defect of
                           manufacture in the Products furnished by Seller or
                           the failure of such Products to conform to any
                           specification or standard to which it is ordered
                           which creates the reasonable possibility of injury to
                           persons or property.

                                    Buyer shall notify Seller promptly of the
                           possibility that Buyer may be required to take an
                           action described in this paragraph. Seller
                           acknowledges that Buyer has the right to make the
                           final decision about such action independent of
                           Seller.

                                    In the event that Products supplied by
                           Seller shall not be the sole cause for such a recall,
                           repair, replacement, or refund, the costs, damages


                                       14
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                                                                        REDACTED


                           and expenses shall be apportioned according to the
                           proportion of cause in such manner as is reasonable
                           and equitable under the circumstances.

                                    Buyer shall not be required to consult with,
                           or seek Seller's concurrence in, the reporting by
                           Buyer to any administrative or regulatory body, of
                           any information which Buyer obtains indicating chat
                           the Products furnished by Seller either fail to
                           conform to any standard required by law, or
                           constitute or create of Themselves or within the end
                           product of which they are a part or component, a
                           situation requiring recall or notice as defined by
                           the applicable law. Buyer shall promptly furnish to
                           Seller a copy of any information reported to any
                           administrator or regulatory body under this paragraph
                           with respect to Products furnished by Seller.

                                    Seller shall prepare, maintain and file with
                           the appropriate authority such records and reports as
                           pertain to the manufacture, sale, use and
                           characteristics of the Products furnished to Buyer
                           hereunder as may be required by any federal, state,
                           or local law or regulation concerning Me manufacture,
                           sale, or use of the Products or the end Products of
                           which ale Products may be a part or component and
                           shall provide Buyer with copies of such records as
                           Buyer may require and permit Buyer access to Sellers
                           records to permit Buyer to ascertain Seller's
                           obligation to reimburse Buyer for recall expenses is
                           limited to $500,000 per contract year".


                                       15
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                                                                        REDACTED


         b)       Buyer agrees to provide its own fire and other hazard
                  insurance on all Buyers property in storage at Seller's
                  facility and Seller agrees to provide reasonable and adequate
                  physical protection for Buyers property as stated".

20)      TERMINATION CLAUSE
         a)       Buyer or Seller shall have the right to terminate this
                  agreement at any time upon ninety (90) days written notice for
                  cause if the Buyer or Seller fails to observe or comply with
                  any other instructions, terms, conditions or warranties
                  applicable to this Agreement or in the event of any
                  proceedings by or against Buyer or Seller in bankruptcy or
                  insolvency or appointment of a receiver or trustee or any
                  assignment for the benefit of creditors.

         b)       The breaching party shall have sixty (60) days in which to
                  cure the default, breach, or such reason identified in the
                  notice of termination for cause under paragraph 1. Should the
                  breaching party fail to cure within the sixty (60) day period,
                  this Agreement automatically expires at the end of the ninety
                  (90) day period identified in the Notice of Termination.


NEENAH FOUNDRY COMPANY                    ROCKWELL INTERNATIONAL CORPORATION
By:   _________________________           By:   ____________________________
Title:_________________________           Title:____________________________


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                                            ATTACHMENT 1A
                                            DIFF CARRIERS




       PART NUMBER            WEIGHT                4/1/95                4/1/96                4/1/97
       -----------            ------                ------                ------                ------
                                                                                    
           *                    *                     *                      *                    *  








                                       MISCELLANEOUS PARTS





       PART NUMBER            WEIGHT                4/1/95                4/1/96                4/1/97
       -----------            ------                ------                ------                ------
                                                                                    
            *                    *                     *                      *                    *  





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                                                                        REDACTED

                                                  ATTACHMENT 1B
                                                    DIFF CASES





       PART NUMBER            WEIGHT                4/1/95                4/1/96                4/1/97
       -----------            ------                ------                ------                ------
                                                                                    
            *                    *                     *                      *                    *  





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                                                                        REDACTED

                                        ATTACHMENT 1C

                                        BEARING CAGES





       PART NUMBER             WEIGHT                4/1/95               4/1/96                4/1/97
       -----------             ------                ------               ------                ------
                                                                                    

           *                      *                     *                    *                      *






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                                       ATTACHMENT 1D

                                       BEARING CAPS





       PART NUMBER             WEIGHT                4/1/95                4/1/96               4/1/97
       -----------             ------                ------                ------               ------
                                                                                    

           *                      *                     *                    *                      *




                                     STEERING KNUCKLES




     
       PART NUMBER             WEIGHT                4/1/95                4/1/96               4/1/97
       -----------             ------                ------                ------               ------
                                                                                    
           *                      *                     *                    *                      *






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                                ATTACHMENT II

                                DIFF CARRIERS

              PART NUMBER                                PRICING
              -----------                                -------

                  *                                          *





                                 DIFF CASES

              PART NUMBER                                PRICING
              -----------                                -------


                  *                                          *



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                                                                        REDACTED

                                 ATTACHMENT II

                                 BEARING CAGES

             PART NUMBER                                 PRICING
             -----------                                 -------
                  *                                         *






                              MISCELLANEOUS PARTS

             PART NUMBER                                 PRICING
             -----------                                 -------
                  *                                         *









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