SIFCO INDUSTRIES, INC.



                      CHANGE IN CONTROL SEVERANCE AGREEMENT



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

and Frank Cappello (the "Executive"), dated as of the 28 day of September, 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) "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









{PAGE}   2





                           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

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