SIFCO INDUSTRIES, INC.
1995 STOCK OPTION PLAN
1. PURPOSE OF PLAN. The Purpose of this Plan is to advance the interest of SIFCO Industries, Inc.
(hereinafter called the "Company") and its shareholders by providing a means whereby employees of the
Company may be granted (i) options to purchase shares of the common stock, $1.00 par value (hereinafter
called "shares") of the Company and (ii) stock appreciation rights under the Plan, to the end that the Company
may retain present personnel upon whose judgment, initiative and efforts the successful conduct of the business of
the Company largely depends, and may attract new personnel. Some of the options granted under the Plan shall
be options which are intended to qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or any successor provision, and are hereinafter sometimes called
"incentive stock options".
2. SHARES SUBJECT TO THE PLAN. The aggregate number of shares of the Company for which options
may be granted under this Plan shall be 200,000; provided, however, that whatever number of shares shall
remain reserved for issuance pursuant to the Plan at the time of any stock split, stock dividend or other change in
the Company's capitalization shall be appropriately and proportionately adjusted to reflect such stock dividend,
stock split or other change in capitalization. Such shares shall be made available from authorized but unissued or
reacquired shares of the Company. Any shares for which an option is granted hereunder that are released from
such option for any reason other than the exercise of stock appreciation rights granted hereunder shall become
available for other options to be granted under this Plan.
3. ADMINISTRATION OF THE PLAN. This Plan shall be administered under the supervision of the
Compensation, Pension and Stock Option Committee (the "Committee") composed of not less than three
directors of the Company appointed by the Board of Directors. Sub