SIFCO INDUSTRIES, INC.



                      CHANGE IN CONTROL SEVERANCE AGREEMENT



THIS AGREEMENT is made between SIFCO Industries, Inc. (the "Company"), and

Jeffrey P. Gotschall (the "Executive"), dated as of the 30 day of July, 2002.



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(c)) 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)  "Cause" means any of the following:



         (i)      the Executive's engagement in unlawful acts intended to result

in substantial personal enrichment to the Executive at the Company's expense;



         (ii)     the Executive's engagement in a material breach of his or her

responsibilities to the Company that results in a material injury to the Company

other than any such breach resulting from the Executive's incapacity due to

illness or injury or in connection with an actual or anticipated termination of

employment with the Company by the Executive for Good Reason; or



         (iii)    an act or acts by the Executive which have been found in an

applicable court to constitute a felony.



(c)  "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 "Outstanding Company Common Shares") or (B) the

combined voting power of the then-outstanding voting securities of the Company

entitled to vote generally in the election of directors other than that

represented by shares held by the Voting Trust (the "Outstanding Company Voting

Securities"); but for purposes of this subsection (i), the following

acquisitions of voting securities shall not constitute a Change in Control: (A)

any acquisition directly from the Company, (B) any acquisition by the Company,

(C) any acquisition by any employee benefit plan (or related trust) sponsored or

maintained by the Company or any corporation controlled by the Company, or (D)

any acquisition by any corporation pursuant to a transaction which complies with

clauses (A), (B) and (C) of subsection (iii) of this Section 2; or



         (ii)     Individuals who, as of the date of this Agreement, constitute

the Board (the "Incumbent Board") cease for any reason to constitute at least a

majority of the Board; but any individual becoming a director subsequent to the

date hereof whose election, or nomination for election by the Company's

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