SIFCO INDUSTRIES, INC.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT is made between SIFCO Industries, Inc. (the "Company"), and Frank Cappello (the
"Executive"), dated as of the 9th day of November, 2000.
1. PURPOSE OF THIS AGREEMENT. The Board of Directors of the Company (the "Board") has determined
that it is in the best interests of the Company and its shareholders to assure that the Company will have the
continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in
Control (as defined in Section 2(b)) of the Company, and the uncertainties and risks that a Change in Control
would pose for the Executive. To this end, the Board desires to encourage the Executive's full attention and
dedication to the Company, currently and in the event of any threatened or pending Change in Control, and to
provide the Executive with compensation and benefits arrangements upon a Change in Control which ensure that
the compensation and benefits expectations of the Executive will be satisfied and which are competitive with
those of other similar corporations.
2. DEFINITIONS. Whenever used herein, the following terms shall have the meanings set forth below:
(a) "Beneficiary" means the person or entity designated by the Executive (on Exhibit B hereto) to receive payment
of any benefits hereunder that are or may be payable after the Executive's death. The Executive may change his
or her designation of Beneficiary by filing a revised Exhibit B with the Company prior to his or her death.
(b) "Change in Control" means any of the following events:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then-
outstanding common shares of the Company other than those held by the Voting Trust (the