SIFCO INDUSTRIES, INC.
Deferred Compensation Program for Directors and Executive Officers
(as amended and restated April 26, 1984)
The purpose of this Program is to permit any member of the Board of Directors (the "Board") of SIFCO
Industries, Inc. (the "Corporation") to defer all or any portion of his compensation as a director, and any
Executive Officer to defer all or any portion of his incentive compensation until such time as he elects as provided
When used in this instrument, the following words and phrases have the indicated meanings:
(A) "FISCAL YEAR" means the twelve month period commencing on October 1 and concluding on September
(B) "EXECUTIVE OFFICERS" means those officers of the Corporation and its subsidiaries whose incentive
compensation is specifically approved by the Board or the Compensation Committee of the Board (the
(C) "INCENTIVE COMPENSATION" means contingent compensation which the Board or Committee
specifically approved as an incentive for executive performance.
(D) "DIRECTOR'S FEES" means all compensation payable to a director for services as a director, including fees
for attending meetings of the Board and of its committees and annual retainer fees.
(E) "DEFERRED COMPENSATION ACCOUNT OR ACCOUNTS" means, in the case of a Director, the
Cash Account and the Stock Account and in the case of an Executive Officer, the Cash Account maintained for
such individual by the Corporation.
This program shall be administered by the Committee. The Committee's interpretation and construction of the
provisions of the Program shall be conclusive. Matters relating to a participant who is a member of the
Committee shall be resolved by the Board and such participant shall not participate in the Board's decision.
IV. RIGHT TO DEFER COMPENSATION
(A) Any director of the Corporation may, at any time on or prior to September 30 of any year, elect to defer
under this Program recei