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<SEC-DOCUMENT>0000950152-01-001168.txt : 20010224
<SEC-HEADER>0000950152-01-001168.hdr.sgml : 20010224
ACCESSION NUMBER:		0000950152-01-001168
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010220

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SIFCO INDUSTRIES INC
		CENTRAL INDEX KEY:			0000090168
		STANDARD INDUSTRIAL CLASSIFICATION:	AIRCRAFT ENGINES & ENGINE PARTS [3724]
		IRS NUMBER:				340553950
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10-Q/A
		SEC ACT:		
		SEC FILE NUMBER:	001-05978
		FILM NUMBER:		1549774

	BUSINESS ADDRESS:	
		STREET 1:		970 E 64TH ST
		CITY:			CLEVELAND
		STATE:			OH
		ZIP:			44103
		BUSINESS PHONE:		2168818600

	MAIL ADDRESS:	
		STREET 1:		970 EAST 64TH STREET
		CITY:			CLEVELAND
		STATE:			OH
		ZIP:			44103

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	STEEL IMPROVEMENT & FORGE CO
		DATE OF NAME CHANGE:	19690520
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>l86627ae10-qa.txt
<DESCRIPTION>SIFCO INDUSTRIES & SUBSIDIARIES   10-Q/A
<TEXT>

<PAGE>   1
                                                    The following items were the
                                                    subject of a Form 12b-25
                                                    and are included herein:
                                                      Item 6(a) Exhibits


                                   FORM 10-Q/A

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2000
                                               -----------------

                          Commission File Number 1-5978
                                                 ------

                     SIFCO Industries, Inc. and Subsidiaries
             (Exact name of registrant as specified in its charter)



           Ohio                                        34-0553950
- --------------------------------------------------------------------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

 970 East 64th Street, Cleveland, Ohio                     44103
- --------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

                                 (216) 881-8600
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.

Yes  X   No
    ---     ---


As of January 31, 2000, the issuer had 5,135,063 shares of common stock
outstanding.


<PAGE>   2


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                      SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
                                    CONSOLIDATED CONDENSED STATEMENTS OF INCOME

                                                    (Unaudited)
                                   (Amounts in thousands, except per share data)

                                                                                Three Months Ended
                                                                                   December 31
                                                                             ---------------------------
                                                                               2000             1999
                                                                               ----             ----

<S>                                                                         <C>               <C>
NET SALES                                                                    $  25,185         $  25,345
OPERATING EXPENSES:
         Cost of goods sold                                                     20,854            21,447
         Selling, general and administrative expenses                            2,955             3,098
                                                                             ---------         ---------
                  Total operating expenses                                      23,809            24,545
                                                                             ---------         ---------
                  Operating income                                               1,376               800

INTEREST INCOME                                                                   (150)              (31)
                                            -------------
INTEREST EXPENSE                                                                   369               265
OTHER EXPENSE, NET                                                                 569                41
                                                                             ---------         ---------
                  Income before income tax provision                               588               525
INCOME TAX PROVISION                                                               286                41
                                                                             ---------         ---------
                  Net income                                                 $     302         $     484
                                                                             =========         =========

NET INCOME PER SHARE (BASIC)                                                 $     .06         $     .09
NET INCOME PER SHARE (DILUTED)                                               $     .06         $     .09

WEIGHTED-AVERAGE NUMBER OF COMMON SHARES (BASIC)                                 5,135             5,194
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES (DILUTED)                               5,155             5,240
</TABLE>




See accompanying notes to unaudited consolidated condensed financial statements.


<PAGE>   3

<TABLE>
<CAPTION>

                       SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED CONDENSED BALANCE SHEETS

                     (Amounts in thousands, except per share data)

                                                                            December 31 September 30
                                                                                2000         2000
                                                                            ----------- ------------
                                                                            (Unaudited)
<S>                                                                           <C>         <C>
                                     ASSETS

CURRENT ASSETS:
         Cash and cash equivalents                                            $  7,846    $  4,687
         Receivables, net                                                       18,685      19,743
         Inventories                                                            19,156      19,878
         Deferred income taxes                                                   1,486       1,486
         Prepaid expenses and other current assets                                 782         656
                                                                              --------    --------
                  Total current assets                                          47,955      46,450

PROPERTY, PLANT AND EQUIPMENT, NET                                              29,482      29,009

OTHER ASSETS:
         Funds held by trustee for capital project                                 539         530
         Goodwill and other intangible assets, net                               3,802       3,866
         Other assets                                                              761         645
                                                                              --------    --------
                  Total other assets                                             5,102       5,041
                                                                              --------    --------
                           Total assets                                       $ 82,539    $ 80,500
                                                                              ========    ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
         Current maturities of long-term debt                                 $  1,420    $  1,420
         Accounts payable                                                        4,467       6,723
         Accrued liabilities                                                     9,547       9,631
                                                                              --------    --------
                  Total current liabilities                                     15,434      17,774

LONG-TERM DEBT - NET OF CURRENT MATURITIES                                      14,508      11,962

OTHER LONG-TERM LIABILITIES                                                      5,275       5,264

SHAREHOLDERS' EQUITY:
         Serial preferred shares - no par value                                   --          --
         Common shares, par value $1 per share                                   5,206       5,205
         Additional paid-in-capital                                              6,416       6,413
         Accumulated other comprehensive loss                                   (6,793)     (8,310)
         Retained earnings                                                      42,942      42,641
         Common shares held in treasury at cost                                   (449)       (449)
                                                                              --------    --------
                  Total shareholders' equity                                    47,322      45,500
                                                                              --------    --------

                           Total liabilities and shareholders' equity         $ 82,539    $ 80,500
                                                                              ========    ========
</TABLE>

See accompanying notes to unaudited consolidated condensed financial statements.



<PAGE>   4


                     SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                                                                    Three Months Ended
                                                                                                        December 31
                                                                                                    ------------------
                                                                                                     2000        1999
                                                                                                     ----        ----
<S>                                                                                                 <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                                       $   302    $   484
   Adjustments to reconcile net income to net cash
      provided by operating activities:
         Depreciation and amortization                                                                1,106      1,164

         CHANGES IN OPERATING ASSETS AND LIABILITIES:
             Receivables                                                                              1,431      2,469
             Inventories                                                                              1,066        910
             Prepaid expenses and other current assets                                                 (109)      (444)
             Other assets                                                                              (106)        52
             Accounts payable                                                                        (2,733)      (686)
             Accrued liabilities                                                                        162       (457)
             Other long-term liabilities                                                               (118)      --
                                                                                                    -------    -------
                 Net cash provided by operating activities                                            1,001      3,492

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                                (830)    (1,326)
   Decrease in funds held by trustee for
      capital project                                                                                    (9)      --
   Other                                                                                                 60        (59)
                                                                                                    -------    -------
                 Net cash used for investing activities                                                (779)    (1,385)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from revolving credit agreement                                                           8,252        300
   Repayments of revolving credit agreement                                                          (5,406)      (300)
   Repayments of long-term debt                                                                        (300)      (300)
   Issuance of common stock                                                                               4         37
                                                                                                    -------    -------
                 Net cash provided by (used for) financing activities                                 2,550       (263)
                                                                                                    -------    -------
Increase in cash and cash equivalents                                                                 2,772      1,844
Cash and cash equivalents at the beginning of the period                                              4,687      2,022
Effect of exchange rate changes on cash and cash equivalents                                            387       (116)
                                                                                                    -------    -------
Cash and cash equivalents at the end of the period                                                  $ 7,846    $ 3,750
                                                                                                    =======    =======
Supplemental disclosure of cash flow information:

   Cash paid for interest                                                                           $   237    $   227
   Cash paid for income taxes, net                                                                        1          4

</TABLE>

See accompanying notes to unaudited consolidated condensed financial statements.


<PAGE>   5


                     SIFCO INDUSTRIES, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (Amounts in thousands)
                                   (Unaudited)

1.       BASIS OF PRESENTATION

The unaudited interim consolidated condensed financial statements included
herein include the accounts of the Company and its wholly-owned subsidiaries.
All significant intercompany accounts and transactions have been eliminated. In
the opinion of management, all adjustments, which include only normal recurring
adjustments, necessary for a fair presentation of the results of operations,
financial position, and cash flows for the periods presented have been included.
These consolidated condensed financial statements should be read in conjunction
with the consolidated financial statements and related notes included in the
SIFCO industries, Inc. and Subsidiaries ("Company") fiscal 2000 annual report on
Form 10-K. The results of operations for any interim period are not necessarily
indicative of the results to be expected for other interim periods or the full
year. Certain prior year amounts have been reclassified in order to conform to
current year classifications.

2.       ADOPTION OF NEW ACCOUNTING STANDARD

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133
"Accounting for Derivative Instruments and Hedging Activities" on October 1,
2000. SFAS No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities. SFAS No. 133 requires that all
derivative instruments be recorded on the balance sheet at fair value. Changes
in the fair value of derivatives are recorded in earnings or other comprehensive
income (loss), based on whether the instrument is designated as part of a hedge
transaction and, if so, the type of hedge transaction. The Company uses an
interest rate swap agreement to convert its variable rate term note to an
effective fixed rate of 7.74%. In accordance with the transition provisions of
SFAS No. 133, upon adoption of this standard, the Company recorded a net of tax
cumulative effect type adjustment of $135 in accumulated other comprehensive
(loss) income to recognize the fair value of the interest rate swap designated
as a cash flow hedging instrument. The derivative was also recognized on the
balance sheet at its fair value of $205.

3.       INVENTORIES

Inventories consist of:

                                                       December 31, 2000
                                                       -----------------

          Raw material and supplies                       $    4,096
          Work-in-progress and finished goods                 15,060
                                                          ----------

          Total inventories                               $   19,156
                                                          ==========

If the FIFO method had been used for the entire Company, inventories would have
been $3,015 higher than reported at December 31, 2000.

4.        INCOME TAXES

At December 31, 2000, U. S. income taxes were provided on the undistributed
earnings for the three months ended December 31, 2000 of non-U.S. subsidiaries
in anticipation that distributions from such, to the extent they may occur in
the future, would result in an additional income tax liability. The income tax
provision on U.S. earnings is based on the anticipated effective rate for the
year.


<PAGE>   6


5.       COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE LOSS

Total comprehensive income is as follows:

                                                              Three months ended
                                                              December 31, 2000
                                                              -----------------

         Net income                                              $    302
         Foreign currency translation adjustment                    1,534
         Cumulative effective adjustment of interest rate
              swap agreement, net of tax                              135
         Loss on interest rate swap agreement                        (152)
                                                                 --------
                  Total comprehensive income                     $  1,819
                                                                 ========


The components of Accumulated Other Comprehensive Loss are as follows:

                                                              December 31, 2000
                                                              -----------------

         Foreign currency translation adjustment                 $ (6,776)
         Interest rate swap adjustment                                (17)
                                                                 --------
                  Total accumulated other comprehensive loss     $ (6,793)
                                                                 ========


<PAGE>   7


6.       BUSINESS SEGMENTS

Reportable segments are identified by the Company based upon distinct products
manufactured and services provided. The Turbine Component Services and Repair
segment consists primarily of turbine component remanufacturing, precision
contract machining, subassemblies, and finished parts, as well as, selective
electroplating equipment, solutions and services. The Aerospace Component
Manufacturing segment consists primarily of domestically produced forgings and
semi-finished components primarily for the aerospace industry.

Segment information is as follows:

<TABLE>
<CAPTION>

                                                                     Three months ended December 31
                                                                     ------------------------------
                                                                         2000              1999
                                                                         ----              ----
<S>                                                                   <C>                <C>
         Net sales:
              Turbine Component Services and Repair                   $   16,216         $   17,743
              Aerospace Component Manufacturing                            8,969              7,602
                                                                      ----------         ----------
                  Consolidated net sales                              $   25,185         $   25,345
                                                                      ==========         ==========

         Operating income:
              Turbine Component Services and Repair                   $    1,316         $    1,126
              Aerospace Component Manufacturing                              458                153
              Corporate unallocated expenses                                (398)              (479)
                                                                      ----------         ----------
                  Consolidated operating income                            1,376                800

         Interest expense, net                                               219                234
         Other expense, net                                                  569                 41
                                                                      ----------         ----------
                  Consolidated income before income
                      tax provision                                   $      588         $      525
                                                                      ==========         ==========
</TABLE>


<PAGE>   8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Management's Discussion and Analysis of Financial Condition and Results of
Operations may contain various forward-looking statements and includes
assumptions concerning the Company's operations, future results and prospects.
These forward-looking statements are based on current expectations and are
subject to risk and uncertainties. In connection with the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
provides the following cautionary statement identifying important economic,
political and technological factors, among others, the absence of which could
cause the actual results or events to differ materially from those set forth in
or implied by the forward-looking statements and related assumptions. Such
factors include the following: (1) future business environment, including
capital and consumer spending; (2) competitive factors, including the ability to
replace business which may be lost due to OEM encroachment into turbine
component services and repair markets; (3) successful procurement of new repair
process licenses; (4) the impact of fluctuations of foreign currency (euros)
exchange rates on the results of operations; (5) successful development and
market introductions of new products; (6) stability of government laws and
regulations, including taxes; and (7) stable governments and business conditions
in economies where business is conducted.

SIFCO Industries, Inc. and its subsidiaries engage in the production and sale of
a variety of metalworking processes, services and products produced primarily to
the specific design requirements of its customers. The processes include
forging, heat treating, coating, welding, machining and electroplating; and the
products include forgings, machined forged parts and other machined metal parts,
remanufactured component parts for turbine engines, and electroplating solutions
and equipment.

A. RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED WITH THREE MONTHS ENDED DECEMBER
31, 1999

In the quarter ended December 31, 2000, net sales decreased 0.6% to $25.2
million from $25.3 million in the corresponding quarter in fiscal 2000. Net
income decreased 37.6% to $0.3 million, or $0.06 per share (diluted), in the
quarter ended December 31, 2000 from $0.5 million or $0.09 per share (diluted)
in the same quarter in fiscal 2000.

TURBINE COMPONENT SERVICES AND REPAIR  GROUP ("REPAIR GROUP")

SIFCO's Repair Group had net sales of $16.2 million in the first quarter of
2001, which was down 8.6% from $17.7 million in the corresponding quarter in
fiscal 2000. Operating income for the first quarter 2001 increased to $1.3
million from $1.1 million in the same 2000 period.

Repair volumes for the older engine types continued the decline that we
experienced during 2000. As we mentioned during 2000, there has been a decline
in the demand for repairs to older model JT8D engines which we expected to
continue into 2001 due to the continued retirement and reduced utilization of
older model aircraft such as the 737-100/200, the 727, and the DC-9. In
addition, there was a reduction in repair volume related to the CFM-56 engines
due principally to the encroachment of the engine OEM's into the marketplace.
During the first quarter of 2001, reduced sales volumes for repair services
adversely impacted the Repair Group's operating income. This negative impact was
offset by the positive impact, to the Repair Group's non-U.S. operation's net
sales and margins, of a weaker euro during the first quarter of 2001 when
compared to the same 2000 period. Considerable cost saving efforts were put into
place in the first quarter of 2001 when compared to the same period in 2000. For
example, overall employment at repair facilities has been reduced by 15% in the
period December 31, 1999 to December 31, 2000.

AEROSPACE COMPONENT MANUFACTURING GROUP ("ACM GROUP")

Net sales in the first quarter of 2001 increased 18.0% to $9.0 million, compared
with $7.6 million in the same 2000 period. The sales increase is net of a
reduction in selling price of $0.6 million caused by a decline in the market
price of a key raw material that was passed on to customers. The increase in
sales is attributable to an increase in the number of AE series new generation
jet engines built by Rolls-Royce for business and regional jets, as well as
transport and surveillance aircraft. First quarter fiscal 2001 sales also
benefited from an increase in components sold to large aircraft manufacturers.



<PAGE>   9

Selling, general and administrative expenses were $0.5 million in both the first
quarters of fiscal 2001 and 2000.

The ACM Group's operating income in the first quarter of 2001 was $0.5 million,
or 5.1% of net sales in 2001, compared with $0.2 million, or 2.0% of net sales
in the same 2000 period. The operating income percentage of net sales benefited
in the first quarter of 2001 from the decline in the market price of a key raw
material. Operating income in the first quarter of fiscal 2001 benefited from a
favorable product mix and the overall increase in sales.

OTHER/GENERAL

Other expense, net increased by $0.5 million for the first quarter of 2001 when
compared to the same 2000 period. The sudden strengthening of the euro at the
end of the first quarter of 2001, resulted in a net transaction loss of $0.6
million for the quarter as compared to $0.1 million in the same 2000 period.

The Company's backlog as of December 31, 2000 and September 30, 2000 was $44.6
million and $42.6 million, respectively. At December 31, 2000, approximately
2.8% of the backlog is on hold and 8.2% is scheduled for delivery beyond the
next twelve months.

B. FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents increased to $7.8 million from $ 4.7 million at
September 30, 2000. A significant portion of the Company's cash consists of
undistributed earnings of non-U.S. subsidiaries. Historically, income taxes have
not been provided on undistributed earnings of non-U.S. subsidiaries. The
Company recorded a U.S. income tax provision applicable to all non-U.S. income
that was earned during the quarter ended December 31, 2000.

Cash flow activity for the first quarter of fiscal 2001 is presented in the
Consolidated Condensed Statements of Cash Flows. During the three months ended
December 31, 2000, the Company generated $1.0 million from its operating
activities. Net income plus non-cash charges generated $1.4 million, while
changes in working capital required $0.4 million. A decrease in both accounts
receivable and inventories generated $2.5 million, while a decrease in accounts
payable required $ 2.7 million. The reduction in accounts receivable and
inventories is primarily attributable to the Company's Turbine Component
Services and Repair Group's reduced sales levels. The decrease in accounts
payable is attributable to lower raw material purchases at the end of the
quarter in anticipation of the Company's Aerospace Component Manufacturing
Group's holiday shutdown, as well as the Repair Group's overall lower sales
levels. Working capital was $32.5 million at December 31, 2000, compared to
$28.7 million at September 31, 2000. The current ratio for the same periods was
3.1 and 2.6, respectively.

Capital expenditures were $0.8 million in the first quarter of fiscal 2001,
compared to $1.3 million in the first quarter of fiscal 2000. The Company
anticipates making $4.0 million of capital expenditures during fiscal 2001.
These capital expenditures relate primarily to new equipment and the upgrade of
existing equipment.

The Company's long-term debt as a percentage of equity at December 31, 2000 was
30.7%, compared to 26.3% at September 30, 2000. As of December 31, 2000, the
Company had $3.2 million outstanding against its $6.0 million revolving credit
agreement, which expires March 31, 2002.

The Company believes that the funds available under its credit agreements and
anticipated funds generated from its operations will be adequate to meet its
liquidity through the foreseeable future.

C. RECENTLY ISSUED ACCOUNTING STANDARDS

Effective October 1, 2000, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS No. 133 establishes accounting and reporting standards for
derivative instruments and for hedging activities. The standard requires that
all derivative instruments be recorded on the balance sheet at fair value.
Changes in the fair value of derivatives are recorded in earnings or other
comprehensive income, based on whether the instrument is designated as part of a
hedge transaction and, if so, the type of hedge transaction. The adoption of
SFAS No. 133 did not have a material effect on the Company's consolidated
results of operations, financial position or cash flows.



<PAGE>   10

D. EFFECTS OF FOREIGN CURRENCY AND INFLATION

The Company generates a substantial portion of its revenues in international
markets, which subjects its operations to the exposure of currency exchange
fluctuations. The effects of foreign currency on the operating results of the
Company were discussed previously.

The Company believes that inflation has not materially affected its results of
operations in the first quarter of fiscal 2001 and 2000 and does not expect
inflation to be a significant factor for the balance of fiscal 2001.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in interest rates and in
foreign currency exchange rates as part of its normal operations. During the
first quarter of fiscal 2001, the Company suspended its use of foreign currency
exchange contracts while it evaluates its foreign currency risk and the
effectiveness of using similar hedging activities in the future to mitigate such
risk. There have been no material changes in the Company's market risk during
the three months ended December 31, 2000. For additional information refer to
Item 7A of Form 10-K for the year ended September 30, 2000.

                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

            (a)      Exhibits
                     Exhibit No.                        Description
                     -----------                        -----------

                        (10)                          Material Contracts

                            (g)     Change in Control Severance Agreement
                                    between the Company and Frank Cappello
                                    dated September 28, 2000
                            (h)     Change in Control Severance Agreement
                                    between the Company and Hudson Smith
                                    dated September 28, 2000
                            (i)     Change in Control Severance Agreement
                                    between the Company and Remigijus
                                    Belzinskas dated September 28, 2000
                            (j)     Change in Control Agreement between the
                                    Company and Frank Cappello dated November
                                    9, 2000

The Company has not entered into a Change in Control Severance Agreement with
Jeffrey P. Gotschall.

            (b)      Reports on Form 8-K
                     -------------------

                     The Company did not file a Current Report on Form 8-K in
                     the first quarter of fiscal 2001.

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.

                                         SIFCO Industries, Inc. and Subsidiaries
                                                       (Registrant)


       Date         February 19, 2001                /s/ Jeffrey P. Gotschall
                    -----------------                ---------------------------
                                                        Jeffrey P. Gotschall
                                                           President and
                                                       Chief Executive Officer

       Date         February 19, 2001                /s/ Frank A. Cappello
                    -----------------                ---------------------------
                                                        Frank A. Cappello
                                                     Vice President - Finance
                                                  (Principal Accounting Officer)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.G
<SEQUENCE>2
<FILENAME>l86627aex10-g.txt
<DESCRIPTION>EXHIBIT 10.G
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(g)

                             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
                           subsequent to the date hereof whose election, or
                           nomination for election by the Company's
                           shareholders, was approved by a vote of at least a
                           majority of the directors then comprising the
                           Incumbent Board shall be considered as though such
                           individual were a member of the Incumbent Board, but
                           excluding from the Incumbent Board, for this purpose,
                           any such individual whose initial assumption of
                           office occurs as a result of an actual or threatened
                           election contest with respect to the election or
                           removal of directors or other actual or threatened
                           solicitation of proxies or consents by or on behalf
                           of a Person other than the Board; or

              (iii)        Consummation of a reorganization, merger or
                           consolidation or sale or other disposition of all or
                           substantially all of the assets of the Company (a
                           "Business Combination"), in each case, unless,
                           following such Business Combination, (A) the
                           individuals and entities who were the beneficial
                           owners, respectively, of the Outstanding Company
                           Common Shares and Outstanding Company Voting
                           Securities immediately prior to such Business
                           Combination beneficially own, directly or indirectly,
                           more than 50%, respectively, of the then-outstanding
                           common shares and the combined voting power of the
                           then-outstanding voting securities entitled to vote
                           generally in the election of directors, as the case
                           may be, of the corporation resulting from such
                           Business Combination (including, without limitation,
                           a corporation which as



<PAGE>   3


                           a result of such transaction owns the Company or all
                           or substantially all of the Company's assets either
                           directly or through one or more subsidiaries), (B) no
                           Person (excluding any corporation resulting from such
                           Business Combination or any employee benefit plan (or
                           related trust) of the Company or such corporation
                           resulting from such Business Combination)
                           beneficially owns, directly or indirectly, 50% or
                           more of, respectively, the then-outstanding common
                           shares of the corporation resulting from such
                           Business Combination, or the combined voting power of
                           the then-outstanding voting securities of such
                           corporation except to the extent that such ownership
                           existed prior to the Business Combination, and (C) at
                           least a majority of the members of the board of
                           directors of the corporation resulting from such
                           Business Combination were members of the Incumbent
                           Board at the time of the execution of the initial
                           agreement, or of the action of the Board, providing
                           for such Business Combination; or

              (iv)         Approval by the shareholders of the Company of a
                           complete liquidation or dissolution of the Company.

         (d) "Code" means the Internal Revenue Code of 1986, as amended.

         (e) "Disability" means an illness or injury which, in the opinion of
         the Board, renders the Executive unable or incompetent to perform the
         job responsibilities which the Executive held or the job duties to
         which the Executive was assigned at the time such illness or injury was
         incurred, on a full-time basis for at least six (6) consecutive months.

         (f) "Good Reason" means the occurrence of only one or more of the
         following events provided that the Executive specifically agrees in
         writing that such event shall constitute Good Reason:

              (i)          there is a change in the Executive's status or
                           position with the Company that, in the Executive's
                           reasonable judgment, represents an adverse change
                           from his or her status or position immediately before
                           the Change in Control, including a change in the
                           principal place of the Executive's employment that
                           does not conform with the Company's present policies
                           for executive relocation, but excluding required
                           travel to an extent substantially consistent with the
                           Executive's business travel obligations immediately
                           before the Change in Control;

              (ii)         the Executive is assigned any duties or
                           responsibilities that, in the Executive's reasonable
                           judgment, are inconsistent with the Executive's
                           status or position immediately before the Change in
                           Control;


<PAGE>   4


              (iii)        the Executive is subject to a layoff by the Company
                           or the Executive's employment with the Company is
                           involuntarily terminated other than for Cause by the
                           Company or due to the Executive's Disability, death
                           or retirement;

              (iv)         there is a reduction by the Company in the
                           Executive's total compensation as in effect at the
                           time of the Change in Control (i.e., the Executive's
                           base salary plus the most recent award that the
                           Executive earned under the Company's Incentive
                           Compensation Plan) or as the same may be increased
                           from time to time;

              (v)          the Company fails to continue in effect any
                           compensation plan, employee benefit plan, or other
                           plan, program or policy of the Company that is
                           intended to materially benefit the Company's
                           employees (each a "Plan"), in which the Executive was
                           participating at the time of the Change in Control,
                           other than as a result of the normal expiration of
                           such Plan in accordance with its terms in effect at
                           the time of the Change in Control; or

              (vi)         the Company takes any action or fails to take any
                           action that would:

                           (A)      adversely affect the Executive's continued
                                    participation in any Plan on at least as
                                    favorable a basis as was the case at the
                                    time of the Change in Control;

                           (B)      materially reduce the Executive's benefits
                                    in the future under any Plan; or

                           (C)      deprive the Executive of any material
                                    benefits that the Executive enjoyed at the
                                    time of the Change in Control;

                           except to the extent that such action or inaction by
                           the Company is required by the terms of the Plan as
                           in effect immediately before the Change in Control or
                           is necessary to comply with the applicable law, and
                           except to the extent that the Company provides the
                           Executive with substantially equivalent benefits;

              (vii)        there is a material violation by the Company of any
                           agreement with the Executive; or

              (viii)       without the Executive's consent, the Company fails to
                           pay the Executive any portion of his or her current
                           or deferred compensation within thirty (30) days
                           after the Executive provides written notification to
                           the Company that payment is past due.

         (g) A "Qualifying Termination" is deemed to have occurred for purposes
of this Agreement if there is a Change in Control and, within [two (2)] years
after the Change in


<PAGE>   5


Control, the Executive's employment with the Company is either involuntarily
terminated by the Company without Cause or the Executive terminates employment
with the Company for Good Reason

         (h) "Voting Trust" means that certain voting trust entered into by
agreement dated as of February 1, 1997, into which Common Shares of the Company
have been deposited and with respect to which, as of November 30, 1999, Janice
Carlson and Charles H. Smith, III are trustees.

         3. NOTICE OF CHANGE IN CONTROL. The Company shall provide the Executive
with written notice of the occurrence of a Change in Control in accordance with
Section 13(b) of this Agreement within two (2) weeks after such Change in
Control.

         4. NOTICE OF TERMINATION. (a) Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated, and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
(30) days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

         (b) For purposes of this Agreement, "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date (within thirty (30) days after that date) specified therein, as
the case may be, (ii) if the Executive's employment is terminated by the
Company, other than for Cause or Disability, the Date of Termination shall be
the date on which the Company notifies the Executive of such termination and
(iii) if the Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the Executive
or the disability effective date, as the case may be.

         5. BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL.
In the event of a Qualifying Termination, the Executive shall receive the
benefits described in Exhibit A attached hereto.

         6. DEATH. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's death, this Agreement shall terminate without further obligations to
the Executive's legal representatives under this Agreement.



<PAGE>   6


         7. DISABILITY. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's Disability, this Agreement shall terminate without further
obligations to the Executive.

         8. RETIREMENT. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's retirement from the Company at or after age 65, this Agreement shall
terminate without further obligations to the Executive.

         9. CAUSE; OTHER THAN FOR GOOD REASON. Notwithstanding any provision of
this Agreement to the contrary, if the Executive's employment shall be
terminated by the Company for Cause or if the Executive's employment with the
Company is terminated by the Executive for other than Good Reason, this
Agreement shall terminate without further obligations to the Executive.

         10. OTHER EMPLOYMENT; LEGAL REPRESENTATION. Any severance benefits
described in Exhibit A hereto to which the Executive is entitled will not be
reduced by any remuneration the Executive may receive from employment with
another employer following a Qualifying Termination. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and such amounts shall not be reduced whether or
not the Executive obtains other employment. The Company agrees to pay as
incurred, to the full extent permitted by law, all legal fees and expenses which
the Executive may reasonably incur as a result of any contest by the Company,
the Executive or others of the validity or enforceability of, or liability
under, any provision of this Agreement.

         11. NO TAX GROSS-UP PAYMENT. Notwithstanding anything to the contrary
in this Agreement, if any portion of the compensation under the Agreement, or
under any other agreement with or plan of the Company (in the aggregate "Total
Payments"), would constitute an "excess parachute payment" under Section 280G of
the Internal Revenue Code (the "Code"), then the payments to be made to the
Executive under the Agreement shall be subject to the tax imposed by Section
4999 of the Code or any successor provision thereto unless the Company elects to
reduce the payments to be made to the Executive under the Agreement because such
reduction will provide a more favorable after-tax result for the Executive with
respect to the excise taxes described in this Section. The calculation of such
potential excise tax liability, as well as the method in which any compensation
reduction is applied, shall be conducted and determined by the Company's
independent accountants, whose determinations shall be binding on all parties.

         12. SUCCESSORS. (a) This Agreement is personal to the Executive and
shall not be assignable by the Executive otherwise than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.

         (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.


<PAGE>   7


         (c) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

         13. MISCELLANEOUS. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

         (b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

         IF TO THE EXECUTIVE:               Frank Cappello
                                            34230 Rosewood Trail
                                            Willoughby Hills, OH 44094

         IF TO THE COMPANY:                 SIFCO INDUSTRIES, INC.
                                            970 East 64th Street
                                            Cleveland, Ohio 44103
                                            Attention: Jeff Gotschall

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communication shall be effective when
actually received by the addressee.

         (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (d) The Company may withhold from any amounts payable under this
Agreement such federal, state, local and/or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.


<PAGE>   8


         (e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 2(f) of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date first written above.

SIFCO INDUSTRIES, INC.                       EXECUTIVE




By:  /s/Jeffrey P. Gotschall                 /s/Frank Cappello
     -----------------------------           ----------------------------------
 Title: President and CEO                     Signature
                                            Frank Cappello
                                            -----------------------------------
                                            Printed Name




<PAGE>   9


                                    EXHIBIT A

                                       TO

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                                    BENEFITS

         a. SEVERANCE. In the event the Executive becomes eligible for benefits
under Section 5 of the Agreement, the Company shall pay to the Executive or the
Executive's Beneficiary in a lump sum in cash within thirty (30) days after the
Executive's Date of Termination an amount equal to:

         (i)      $140,000 Dollars;

         (ii)     the excess of (A) the actuarial equivalent of the benefit
                  under any qualified defined benefit pension plan the Company
                  may have (the "Retirement Plan"), and any supplemental
                  retirement plan in which the Executive participates (the
                  "SERP") which the Executive would receive if the Executive's
                  employment continued for two (2) years after the Date of
                  Termination assuming for this purpose that all accrued
                  benefits are fully vested, over (B) the actuarial equivalent
                  of the Executive's actual benefit paid or payable, if any,
                  under the Retirement Plan and the SERP as of the Date of
                  Termination.


         b.       WELFARE BENEFITS. In the event the Executive becomes eligible
                  for benefits under Section 5 of the Agreement, for twenty-four
                  ( 24 ) months after the Executive's Date of Termination, or
                  such longer period as may be provided by the terms of the
                  applicable welfare benefit plan, program, practice or policy,
                  the Company shall continue benefits to the Executive and/or
                  the Executive's family at least equal to those which would
                  have been provided to them in accordance with the Company's
                  welfare benefit plans, programs, practices and policies if the
                  Executive's employment had not been terminated or, if more
                  favorable to the Executive, as in effect generally at any time
                  thereafter with respect to other peer executives of the
                  Company and its affiliated companies and their families;
                  provided, however, that if the Executive becomes reemployed
                  with another employer and is eligible to receive welfare
                  benefits under another employer provided plan, the Company
                  shall discontinue such benefits as of such eligibility date.
                  In lieu of providing such benefits, the Company may elect, in
                  its sole discretion, without the consent of the Executive, to
                  pay in a single sum to the Executive an amount equal to the
                  cash equivalent present value of the premiums to purchase such
                  continued insurance coverage within thirty (30) days after the
                  Executive's Date of Termination.

         (c)      ENHANCED RIGHTS REGARDING STOCK AWARDS. All long-term stock
                  incentive awards held by the Executive (whether in the form of
                  options, phantom


<PAGE>   10



                  units, performance shares, restricted shares or other awards
                  of whatever nature), shall fully vest and all restrictions and
                  conditions shall be removed on the Date of Termination.

         (d)      RETIREMENT BENEFITS. All Retirement Plan, Thrift Plan and SERP
                  benefits of the Executive shall fully vest if they are not
                  otherwise fully vested on the Date of Termination.



<PAGE>   11


                                    EXHIBIT B

                                       TO

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                           DESIGNATION OF BENEFICIARY

         Executive hereby designates the following individual to receive payment
of any benefits under this Agreement that may be due or payable after the
Executive's death:

Domenica Cappello
- --------------------------------
Name of Beneficiary

Spouse
- --------------------------------
Relationship to Executive

/s/Frank Cappello
- --------------------------------
Signature of Executive

10/25/00
- --------------------------------
Date
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.H
<SEQUENCE>3
<FILENAME>l86627aex10-h.txt
<DESCRIPTION>EXHIBIT 10.H
<TEXT>

<PAGE>   1


                                                                   EXHIBIT 10(h)

                             SIFCO INDUSTRIES, INC.

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

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




<PAGE>   2

         (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
                           shareholders, was approved by a vote of at least a
                           majority of the directors then comprising the
                           Incumbent Board shall be considered as though such
                           individual were a member of the Incumbent Board, but
                           excluding from the Incumbent Board, for this purpose,
                           any such individual whose initial assumption of
                           office occurs as a result of an actual or threatened
                           election contest with respect to the election or
                           removal of directors or other actual or threatened
                           solicitation of proxies or consents by or on behalf
                           of a Person other than the Board; or

                  (iii)    Consummation of a reorganization, merger or
                           consolidation or sale or other disposition of all or
                           substantially all of the assets of the Company (a
                           "Business Combination"), in each case, unless,
                           following such Business Combination, (A) the
                           individuals and entities who were the beneficial
                           owners, respectively, of the Outstanding Company
                           Common Shares and Outstanding Company Voting
                           Securities immediately prior to such Business
                           Combination beneficially own, directly or indirectly,
                           more than 50%, respectively, of the then-outstanding
                           common shares and the combined voting power of the
                           then-outstanding voting securities entitled to vote
                           generally in the election of directors, as the case
                           may be, of the corporation resulting from such
                           Business Combination (including, without limitation,
                           a corporation which as


                                       2
<PAGE>   3

                           a result of such transaction owns the Company or all
                           or substantially all of the Company's assets either
                           directly or through one or more subsidiaries), (B) no
                           Person (excluding any corporation resulting from such
                           Business Combination or any employee benefit plan (or
                           related trust) of the Company or such corporation
                           resulting from such Business Combination)
                           beneficially owns, directly or indirectly, 50% or
                           more of, respectively, the then-outstanding common
                           shares of the corporation resulting from such
                           Business Combination, or the combined voting power of
                           the then-outstanding voting securities of such
                           corporation except to the extent that such ownership
                           existed prior to the Business Combination, and (C) at
                           least a majority of the members of the board of
                           directors of the corporation resulting from such
                           Business Combination were members of the Incumbent
                           Board at the time of the execution of the initial
                           agreement, or of the action of the Board, providing
                           for such Business Combination; or

                  (iv)     Approval by the shareholders of the Company of a
                           complete liquidation or dissolution of the Company.

         (d) "Code" means the Internal Revenue Code of 1986, as amended.

         (e) "Disability" means an illness or injury which, in the opinion of
the Board, renders the Executive unable or incompetent to perform the job
responsibilities which the Executive held or the job duties to which the
Executive was assigned at the time such illness or injury was incurred, on a
full-time basis for at least six (6) consecutive months.

         (f) "Good Reason" means the occurrence of only one or more of the
following events provided that the Executive specifically agrees in writing that
such event shall constitute Good Reason:

                  (i)      there is a change in the Executive's status or
                           position with the Company that, in the Executive's
                           reasonable judgment, represents an adverse change
                           from his or her status or position immediately before
                           the Change in Control, including a change in the
                           principal place of the Executive's employment that
                           does not conform with the Company's present policies
                           for executive relocation, but excluding required
                           travel to an extent substantially consistent with the
                           Executive's business travel obligations immediately
                           before the Change in Control;

                  (ii)     the Executive is assigned any duties or
                           responsibilities that, in the Executive's reasonable
                           judgment, are inconsistent with the Executive's
                           status or position immediately before the Change in
                           Control;



                                       3
<PAGE>   4

                  (iii)    the Executive is subject to a layoff by the Company
                           or the Executive's employment with the Company is
                           involuntarily terminated other than for Cause by the
                           Company or due to the Executive's Disability, death
                           or retirement;

                  (iv)     there is a reduction by the Company in the
                           Executive's total compensation as in effect at the
                           time of the Change in Control (i.e., the Executive's
                           base salary plus the most recent award that the
                           Executive earned under the Company's Incentive
                           Compensation Plan) or as the same may be increased
                           from time to time;

                  (v)      the Company fails to continue in effect any
                           compensation plan, employee benefit plan, or other
                           plan, program or policy of the Company that is
                           intended to materially benefit the Company's
                           employees (each a "Plan"), in which the Executive was
                           participating at the time of the Change in Control,
                           other than as a result of the normal expiration of
                           such Plan in accordance with its terms in effect at
                           the time of the Change in Control; or

                  (vi)     the Company takes any action or fails to take any
                           action that would:

                           (A)      adversely affect the Executive's continued
                                    participation in any Plan on at least as
                                    favorable a basis as was the case at the
                                    time of the Change in Control;

                           (B)      materially reduce the Executive's benefits
                                    in the future under any Plan; or

                           (C)      deprive the Executive of any material
                                    benefits that the Executive enjoyed at the
                                    time of the Change in Control;

                           except to the extent that such action or inaction by
                           the Company is required by the terms of the Plan as
                           in effect immediately before the Change in Control or
                           is necessary to comply with the applicable law, and
                           except to the extent that the Company provides the
                           Executive with substantially equivalent benefits;

                  (vii)    there is a material violation by the Company of any
                           agreement with the Executive; or

                  (viii)   without the Executive's consent, the Company fails to
                           pay the Executive any portion of his or her current
                           or deferred compensation within thirty (30) days
                           after the Executive provides written notification to
                           the Company that payment is past due.

         (g) A "Qualifying Termination" is deemed to have occurred for purposes
of this Agreement if there is a Change in Control and, within [two (2)] years
after the Change in



                                       4
<PAGE>   5

Control, the Executive's employment with the Company is either involuntarily
terminated by the Company without Cause or the Executive terminates employment
with the Company for Good Reason

         (h) "Voting Trust" means that certain voting trust entered into by
agreement dated as of February 1, 1997, into which Common Shares of the Company
have been deposited and with respect to which, as of November 30, 1999, Janice
Carlson and Charles H. Smith, III are trustees.

         3. NOTICE OF CHANGE IN CONTROL. The Company shall provide the Executive
with written notice of the occurrence of a Change in Control in accordance with
Section 13(b) of this Agreement within two (2) weeks after such Change in
Control.

         4. NOTICE OF TERMINATION. (a) Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated, and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
(30) days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

         (b) For purposes of this Agreement, "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date (within thirty (30) days after that date) specified therein, as
the case may be, (ii) if the Executive's employment is terminated by the
Company, other than for Cause or Disability, the Date of Termination shall be
the date on which the Company notifies the Executive of such termination and
(iii) if the Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the Executive
or the disability effective date, as the case may be.

         5. BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL.
In the event of a Qualifying Termination, the Executive shall receive the
benefits described in Exhibit A attached hereto.

         6. DEATH. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's death, this Agreement shall terminate without further obligations to
the Executive's legal representatives under this Agreement.



                                       5
<PAGE>   6

         7. DISABILITY. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's Disability, this Agreement shall terminate without further
obligations to the Executive.

         8. RETIREMENT. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's retirement from the Company at or after age 65, this Agreement shall
terminate without further obligations to the Executive.

         9. CAUSE; OTHER THAN FOR GOOD REASON. Notwithstanding any provision of
this Agreement to the contrary, if the Executive's employment shall be
terminated by the Company for Cause or if the Executive's employment with the
Company is terminated by the Executive for other than Good Reason, this
Agreement shall terminate without further obligations to the Executive.

         10. OTHER EMPLOYMENT; LEGAL REPRESENTATION. Any severance benefits
described in Exhibit A hereto to which the Executive is entitled will not be
reduced by any remuneration the Executive may receive from employment with
another employer following a Qualifying Termination. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and such amounts shall not be reduced whether or
not the Executive obtains other employment. The Company agrees to pay as
incurred, to the full extent permitted by law, all legal fees and expenses which
the Executive may reasonably incur as a result of any contest by the Company,
the Executive or others of the validity or enforceability of, or liability
under, any provision of this Agreement.

         11. NO TAX GROSS-UP PAYMENT. Notwithstanding anything to the contrary
in this Agreement, if any portion of the compensation under the Agreement, or
under any other agreement with or plan of the Company (in the aggregate "Total
Payments"), would constitute an "excess parachute payment" under Section 280G of
the Internal Revenue Code (the "Code"), then the payments to be made to the
Executive under the Agreement shall be subject to the tax imposed by Section
4999 of the Code or any successor provision thereto unless the Company elects to
reduce the payments to be made to the Executive under the Agreement because such
reduction will provide a more favorable after-tax result for the Executive with
respect to the excise taxes described in this Section. The calculation of such
potential excise tax liability, as well as the method in which any compensation
reduction is applied, shall be conducted and determined by the Company's
independent accountants, whose determinations shall be binding on all parties.

         12. SUCCESSORS. (a) This Agreement is personal to the Executive and
shall not be assignable by the Executive otherwise than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.

         (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.



                                       6
<PAGE>   7

         (c) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

         13. MISCELLANEOUS. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

         (b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

                  IF TO THE EXECUTIVE:      Hudson Smith
                                            22500 McCauley Rd.
                                            Shaker Heights, OH 44122

                  IF TO THE COMPANY:        SIFCO INDUSTRIES, INC.
                                            970 East 64th Street
                                            Cleveland, Ohio 44103
                                            Attention:  Jeff Gotschall

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communication shall be effective when
actually received by the addressee.

         (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (d) The Company may withhold from any amounts payable under this
Agreement such federal, state, local and/or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.



                                       7
<PAGE>   8

         (e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 2(f) of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date first written above.

SIFCO INDUSTRIES, INC.                       EXECUTIVE


By: /s/Jeffrey P. Gotschall                  /s/Hudson Smith
    --------------------------------         --------------------------------
                                             Signature

Title: President and CEO                     Hudson Smith
                                             --------------------------------
                                             Printed Name


                                       8
<PAGE>   9


                                    EXHIBIT A

                                       TO

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                                    BENEFITS

         a. SEVERANCE. In the event the Executive becomes eligible for benefits
under Section 5 of the Agreement, the Company shall pay to the Executive or the
Executive's Beneficiary in a lump sum in cash within thirty (30) days after the
Executive's Date of Termination an amount equal to:

                  (i) $140,000 Dollars;

                  (ii) the excess of (A) the actuarial equivalent of the benefit
         under any qualified defined benefit pension plan the Company may have
         (the "Retirement Plan"), and any supplemental retirement plan in which
         the Executive participates (the "SERP") which the Executive would
         receive if the Executive's employment continued for two (2) years after
         the Date of Termination assuming for this purpose that all accrued
         benefits are fully vested, over (B) the actuarial equivalent of the
         Executive's actual benefit paid or payable, if any, under the
         Retirement Plan and the SERP as of the Date of Termination.

                  b. WELFARE BENEFITS. In the event the Executive becomes
         eligible for benefits under Section 5 of the Agreement, for twenty-four
         ( 24 ) months after the Executive's Date of Termination, or such longer
         period as may be provided by the terms of the applicable welfare
         benefit plan, program, practice or policy, the Company shall continue
         benefits to the Executive and/or the Executive's family at least equal
         to those which would have been provided to them in accordance with the
         Company's welfare benefit plans, programs, practices and policies if
         the Executive's employment had not been terminated or, if more
         favorable to the Executive, as in effect generally at any time
         thereafter with respect to other peer executives of the Company and its
         affiliated companies and their families; provided, however, that if the
         Executive becomes reemployed with another employer and is eligible to
         receive welfare benefits under another employer-provided plan, the
         Company shall discontinue such benefits as of such eligibility date. In
         lieu of providing such benefits, the Company may elect, in its sole
         discretion, without the consent of the Executive, to pay in a single
         sum to the Executive an amount equal to the cash equivalent present
         value of the premiums to purchase such continued insurance coverage
         within thirty (30) days after the Executive's Date of Termination.

                  (c) ENHANCED RIGHTS REGARDING STOCK AWARDS. All long-term
         stock incentive awards held by the Executive (whether in the form of
         options, phantom


                                       9
<PAGE>   10

         units, performance shares, restricted shares or other awards of
         whatever nature), shall fully vest and all restrictions and conditions
         shall be removed on the Date of Termination.

                  (d) RETIREMENT BENEFITS. All Retirement Plan, Thrift Plan and
         SERP benefits of the Executive shall fully vest if they are not
         otherwise fully vested on the Date of Termination.



                                       10
<PAGE>   11


                                    EXHIBIT B

                                       TO

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                           DESIGNATION OF BENEFICIARY

         Executive hereby designates the following individual to receive payment
of any benefits under this Agreement that may be due or payable after the
Executive's death:

         Deborah Smith
         ----------------------------------
         Name of Beneficiary


         Spouse
         ----------------------------------
         Relationship to Executive


         /s/ Hudson Smith
         ----------------------------------
         Signature of Executive


         ----------------------------------
         Date

                                       11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.I
<SEQUENCE>4
<FILENAME>l86627aex10-i.txt
<DESCRIPTION>EXHIBIT 10.I
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(i)

                             SIFCO INDUSTRIES, INC.

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

         THIS AGREEMENT is made between SIFCO Industries, Inc. (the "Company"),
and Remigijus Belzinskas (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
                           subsequent to the date hereof whose election, or
                           nomination for election by the Company's
                           shareholders, was approved by a vote of at least a
                           majority of the directors then comprising the
                           Incumbent Board shall be considered as though such
                           individual were a member of the Incumbent Board, but
                           excluding from the Incumbent Board, for this purpose,
                           any such individual whose initial assumption of
                           office occurs as a result of an actual or threatened
                           election contest with respect to the election or
                           removal of directors or other actual or threatened
                           solicitation of proxies or consents by or on behalf
                           of a Person other than the Board; or

                  (iii)    Consummation of a reorganization, merger or
                           consolidation or sale or other disposition of all or
                           substantially all of the assets of the Company (a
                           "Business Combination"), in each case, unless,
                           following such Business Combination, (A) the
                           individuals and entities who were the beneficial
                           owners, respectively, of the Outstanding Company
                           Common Shares and Outstanding Company: Voting
                           Securities immediately prior to such Business
                           Combination beneficially own; directly or indirectly;
                           more than 50%, respectively, of the then-outstanding
                           common shares and the combined voting power of the
                           then-outstanding voting securities entitled to vote
                           generally in-the election of directors, as the case
                           may be, of the corporation resulting from such
                           Business Combination (including, without limitation,
                           a corporation which as a result of such transaction
                           owns the Company or all or substantially all of the
                           Company's assets either directly or through one or
                           more subsidiaries), (B) no Person (excluding any
                           corporation resulting from such Business Combination
                           or any employee benefit plan (or related trust) of
                           the Company or such corporation resulting from such
                           Business Combination) beneficially owns, directly or
                           indirectly, 50% or more of, respectively, the
                           then-outstanding common shares of


<PAGE>   3

                           the corporation resulting from such Business
                           Combination, or the combined voting power of the
                           then-outstanding voting securities of such
                           corporation except to the extent that such ownership
                           existed prior to the Business Combination, and (C) at
                           least a majority of the members of the board of
                           directors of the corporation resulting from such
                           Business Combination were members of the Incumbent
                           Board at the time of the execution of the initial
                           agreement, or of the action of the Board, providing
                           for such Business Combination; or

                  (iv)     Approval by the shareholders of the Company of a
                           complete liquidation or dissolution of the Company.

         (d) "Code" means the Internal Revenue Code of 1986, as amended.

         (e) "Disability" means an illness or injury which, in the opinion of
the Board, renders the Executive unable or incompetent to perform the job
responsibilities which the Executive held or the job duties to which the
Executive was assigned at the time such illness or injury was incurred, on a
full-time basis for at least six (6) consecutive months.

         (f) "Good Reason" means the occurrence of only one or more of the
following events provided that the Executive specifically agrees in writing that
such event shall constitute Good Reason:

                  (i)      there is a change in the Executive's status or
                           position with the Company that, in the Executive's
                           reasonable judgment, represents an adverse change
                           from his or her status or position immediately before
                           the Change in Control, including a change in the
                           principal place of the Executive's employment that
                           does not conform with the Company's present policies
                           for executive relocation, but excluding required
                           travel to an extent substantially consistent with the
                           Executive's business travel obligations immediately
                           before the Change in Control;

                  (ii)     the Executive is assigned, any duties or
                           responsibilities that, in the Executive's reasonable
                           judgment, are inconsistent with the Executive's
                           status or position immediately before the Change in
                           Control;



<PAGE>   4


                  (iii)    the Executive is subject to a layoff by the Company
                           or the Executive' s employment with the Company is
                           involuntarily terminated other than for Cause by the
                           Company or due to the Executive's Disability, death
                           or retirement;

                  (iv)     there is a reduction by the Company in the
                           Executive's total compensation as in effect at the
                           time of the Change in Control (i.e., the Executive's
                           base salary plus the most recent award that the
                           Executive earned under the Company's Incentive
                           Compensation Plan) or as the same may be increased
                           from time to time;

                  (v)      the Company fails to continue in effect any
                           compensation plan, employee benefit plan, or other
                           plan, program or policy of the Company that is
                           intended to materially benefit the Company's
                           employees (each a "Plan"), in which the Executive was
                           participating at the time of the Change in Control,
                           other than as a result of the normal expiration of
                           such Plan in accordance with its terms in effect at
                           the time of the Change in Control; or

                  (vi)     the Company takes any action or fails to take any
                           action that would:

                           (A)      adversely affect the Executive's continued
                                    participation in any Plan on at least as
                                    favorable a basis as was the case at the
                                    time of the Change in Control;

                           (B)      materially reduce the Executive's benefits
                                    in the future under any Plan; or

                           (C)      deprive the Executive of any material
                                    benefits that the Executive enjoyed at the
                                    time of the Change in Control;

                           except to the extent that such action or inaction by
                           the Company is required by the terms of the Plan as
                           in effect immediately before the Change in Control or
                           is necessary to comply with the applicable law, and
                           except to the extent that the Company provides the
                           Executive with substantially equivalent benefits;

                  (vii)    there is a material violation by the Company of any
                           agreement with the Executive; or:

                  (viii)   without the Executive's consent; the Company fails to
                           pay the Executive any portion of his or her current
                           or deferred compensation within thirty (30) days
                           after the Executive provides written notification to
                           the Company that payment is past due.

         (g) A "Qualifying Termination" is deemed to have occurred for purposes
of this Agreement if there is a Change in Control and, within [two (2)] years
after the Change in


<PAGE>   5


Control, the Executive's employment with the Company is either involuntarily
terminated by the Company without Cause or the Executive terminates employment
with the Company for Good Reason

         (h) "Voting Trust" means that certain voting trust entered into by
agreement dated as of February 1, 1997, into which Common Shares of the Company
have been deposited and with respect to which, as of November 30, 1999, Janice
Carlson and Charles H. Smith, III are trustees.

         3. NOTICE OF CHANGE IN CONTROL. The Company shall provide the Executive
with written notice of the occurrence of a Change in Control in accordance with
Section 13(b) of this Agreement within two (2) weeks after such Change in
Control.

         4. NOTICE OF TERMINATION. (a) Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated, and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
(30) days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

         (b) For purposes of this Agreement, "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date (within thirty (30) days after that date) specified therein, as
the case may be, (ii) if the Executive's employment is terminated by the
Company, other than for Cause or Disability, the Date of Termination shall be
the date on which the Company notifies the Executive of such termination and
(iii) if the Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the Executive
or the disability effective date, as the case may be.

         5. BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL.
In the event of a Qualifying Termination, the Executive shall receive the
benefits described in Exhibit A attached hereto.

         6. DEATH. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's death, this Agreement shall terminate without further obligations to
the Executive's legal representatives under this Agreement.



<PAGE>   6


         7. DISABILITY. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's Disability, this Agreement shall terminate without further
obligations to the Executive.

         8. RETIREMENT. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's retirement from the Company at or after age 65, this Agreement shall
terminate without further obligations to the Executive.

         9. CAUSE; OTHER THAN FOR GOOD REASON. Notwithstanding any provision of
this Agreement to the contrary, if the Executive's employment shall be
terminated by the Company for Cause or if the Executive's employment with the
Company is terminated by the Executive for other than Good Reason, this
Agreement shall terminate without further obligations to the Executive.

         10. OTHER EMPLOYMENT; LEGAL REPRESENTATION. Any severance benefits
described in Exhibit A hereto to which the Executive is entitled will not be
reduced by any remuneration the Executive may receive from employment with
another employer following a Qualifying Termination. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and such amounts shall not be reduced whether or
not the Executive obtains other employment. The Company agrees to pay as
incurred, to the full extent permitted by law, all legal fees and expenses which
the Executive may reasonably incur as a result of any contest by the Company,
the Executive or others of the validity or enforceability of, or liability
under, any provision of this Agreement.

         11. NO TAX GROSS-UP PAYMENT. Notwithstanding anything to the contrary
in this Agreement, if any portion of the compensation under the Agreement, or
under any other agreement with or plan of the Company (in the aggregate "Total
Payments"), would constitute an "excess parachute payment" under Section 280G of
the Internal Revenue Code (the "Code"), then the payments to be made to the
Executive under the Agreement shall be subject to the tax imposed by Section
4999 of the Code or any successor provision thereto unless the Company elects to
reduce the payments to be made to the Executive under the Agreement because such
reduction will provide a more favorable after-tax result for the Executive with
respect to the excise taxes described in this Section. The calculation of such
potential excise tax liability, as well as the method in which any compensation
reduction is applied, shall be conducted and determined by the Company's
independent accountants, whose determinations shall be binding on all parties.

         12. SUCCESSORS. (a) This Agreement is personal to the Executive arid
shall not be assignable by the Executive otherwise than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.

         (b) This Agreement shall inure to the benefit of and be binding upon.
the Company and its successors and assigns.



<PAGE>   7


         (c) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

         13. MISCELLANEOUS. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

         (b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

         IF TO THE EXECUTIVE:    Remigijus Belzinskas
                                 312 Claymore Boulevard
                                 Richmond Hts., OH 44143

         IF TO THE COMPANY:      SIFCO INDUSTRIES, INC.
                                 970 East 64th Street
                                 Cleveland, Ohio 44103
                                 Attention: Jeff Gotschall

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communication shall be effective when
actually received by the addressee.

         (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (d) The Company may withhold from any amounts payable under this
Agreement such federal, state, local and/or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.


<PAGE>   8


         (e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 2(f) of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date first written above.

SIFCO INDUSTRIES, INC.                                EXECUTIVE


By:  /s/ Jeffrey P. Gotschall                        /s/Remigijus H. Belzinskas
     ------------------------                        --------------------------
Title: President and CEO

                                                     Remigijus H. Belzinskas
                                                     --------------------------
                                                      Printed Name


<PAGE>   9


                                    EXHIBIT A

                                       TO

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                                    BENEFITS

         a. SEVERANCE. In the event the Executive becomes eligible for benefits
under Section 5 of the Agreement, the Company shall pay to the Executive or the
Executive's Beneficiary in a lump sum in cash within thirty (30) days after the
Executive's Date of Termination an amount equal to:

                   (i)     $140,000 Dollars;

                  (ii)     the excess of (A) the actuarial equivalent of the
                           benefit under any qualified defined benefit pension
                           plan the Company may have (the "Retirement Plan"),
                           and any supplemental retirement plan in which the
                           Executive participates (the "SERP") which the
                           Executive would receive if the Executive's employment
                           continued for one (1) years after the Date of
                           Termination assuming for this purpose that all
                           accrued benefits are fully vested, over (B) the
                           actuarial equivalent of the Executive's actual
                           benefit paid or payable, if any, under the Retirement
                           Plan and the SERP as of the Date of Termination.

         b. WELFARE BENEFITS. In the event the Executive becomes eligible for
benefits under Section 5 of the Agreement, for twelve ( 12 ) months after the
Executive's Date of Termination, or such longer period as may be provided by the
terms of the applicable welfare benefit plan, program, practice or policy, the
Company shall continue benefits to the Executive and/or the Executive's family
at least equal to those which would have been provided to them in accordance
with the Company's welfare benefit plans, programs, practices and policies if
the Executive's employment had not been terminated or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies and their families;
provided, however, that if the Executive becomes reemployed with another
employer and is eligible to receive welfare benefits under another employer
provided plan, the Company shall discontinue such benefits as of such
eligibility date. In lieu of providing such benefits, the Company may elect, in
its sole discretion, without the consent of the Executive, to pay in a single
sum to the Executive an amount equal to the cash equivalent present value of the
premiums to purchase such continued insurance coverage within thirty (30) days
after the Executive's Date of Termination.

         (c) ENHANCED RIGHTS REGARDING STOCK AWARDS. All long-term stock
incentive awards held by the Executive (whether in the -form of options, phantom
units, performance shares, restricted shares or other awards of whatever
nature), shall fully vest and all restrictions and conditions shall be removed
on the Date of Termination.

         (d) RETIREMENT BENEFITS. All Retirement Plan, Thrift Plan and SERP
benefits of the Executive shall fully vest if they are not otherwise fully
vested on the Date of Termination.


<PAGE>   10


                                    EXHIBIT B

                                       TO

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                           DESIGNATION OF BENEFICIARY

Executive hereby designates the following individual to receive payment of any
benefits under this Agreement that may be due or payable after the Executive's
death:

Danute Belzinskas
- -----------------
Name of Beneficiary

Spouse
- ------
Relationship to Executive

/s/ Remigijus Belzinskas
- ------------------------
Signature of Executive

November 15, 2000
- -----------------
Date
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.J
<SEQUENCE>5
<FILENAME>l86627aex10-j.txt
<DESCRIPTION>EXHIBIT 10.J
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(j)

                             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 "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


<PAGE>   2


                  (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") 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 shareholders, was approved by a
                  vote of at least a majority of the directors then comprising
                  the Incumbent Board shall be considered as though such
                  individual were a member of the Incumbent Board, but excluding
                  from the Incumbent Board, for this purpose, any such
                  individual whose initial assumption of office occurs as a
                  result of an actual or threatened election contest with
                  respect to the election or removal of directors or other
                  actual or threatened solicitation of proxies or consents by or
                  on behalf of a Person other than the Board; or

            (iii) Consummation of a reorganization, merger or consolidation or
                  sale or other disposition of all or substantially all of the
                  assets of the Company (a "Business Combination"), in each
                  case, unless, following such Business Combination, (A) the
                  individuals and entities who were the beneficial owners,
                  respectively, of the Outstanding Company Common Shares and
                  Outstanding Company Voting Securities immediately prior to
                  such Business Combination beneficially own, directly or
                  indirectly, more than 50%, respectively, of the
                  then-outstanding common shares and the combined voting power
                  of the then-outstanding voting securities entitled to vote
                  generally in the election of directors, as the case may be, of
                  the corporation resulting from such Business Combination
                  (including, without limitation, a corporation which as a
                  result of such transaction owns the Company or all or
                  substantially all of the Company's assets either directly or
                  through one or more subsidiaries), (B) no Person (excluding
                  any corporation resulting from such Business Combination or
                  any employee benefit plan (or related trust) of the Company or
                  such corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 50% or more of,
                  respectively, the then-outstanding common shares of the
                  corporation resulting from such Business Combination, or the
                  combined voting power of the then-outstanding voting
                  securities of such corporation except to the extent that such
                  ownership existed prior to the Business Combination, and (C)
                  at least a majority of the members of the board of directors
                  of the corporation resulting from such Business Combination
                  were members of the Incumbent Board at the time of the
                  execution of the initial agreement, or of the action of the
                  Board, providing for such Business Combination; or

             (iv) Approval by the shareholders of the Company of a complete
                  liquidation or dissolution of the Company.

         (c) "Disability" means an illness or injury which, in the opinion of
the Board, renders the Executive unable or incompetent to perform the job
responsibilities which the Executive held or


<PAGE>   3

the job duties to which the Executive was assigned at the time such illness or
injury was incurred, on a full-time basis for at least six (6) consecutive
months.

         (d) "Code" means the Internal Revenue Code of 1986, as amended.

         (e) "Voting Trust" means that certain voting trust entered into by
agreement dated as of February 1, 1997, into which Common Shares of the Company
have been deposited and with respect to which, as of November 30, 1999, Janice
Carlson and Charles H. Smith, III are trustees.

         3. NOTICE OF CHANGE IN CONTROL. The Company shall provide the Executive
with written notice of the occurrence of a Change in Control in accordance with
Section 13(b) of this Agreement within two (2) weeks after such Change in
Control.

         4. BENEFITS UPON CHANGE IN CONTROL. In the event of a Change in
Control, provided the Executive has not voluntarily terminated his employment or
had his employment terminated involuntarily for cause, prior to a Change, in
Control, the Executive shall receive the benefits described in Exhibit A
attached hereto.

         5. DEATH. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's death, this Agreement shall terminate without further obligations to
the Executive's legal representatives under this Agreement.

         6. DISABILITY. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's Disability, this Agreement shall terminate without further
obligations to the Executive.

         7. RETIREMENT. Notwithstanding any provision of this Agreement to the
contrary, if the Executive's employment is terminated by reason of the
Executive's retirement from the Company at or after age 65, this Agreement shall
terminate without further obligations to the Executive.

         8. NO TAX GROSS-UP PAYMENT. Notwithstanding anything to the contrary in
this Agreement, if any portion of the compensation under the Agreement, or under
any other agreement with or plan of the Company (in the aggregate "Total
Payments"), would constitute an "excess parachute payment" under Section 280G of
the Internal Revenue Code (the "Code"), then the payments to be made to the
Executive under the Agreement shall be subject to the tax imposed by Section
4999 of the Code or any successor provision thereto unless the Company elects to
reduce the payments to be made to the Executive under the Agreement


<PAGE>   4


because such reduction will provide a more favorable after-tax result for the
Executive with respect to the excise taxes described in this Section. The
calculation of such potential excise tax liability, as well as the method in
which any compensation reduction is applied, shall be conducted and determined
by the Company's independent accountants, whose determinations shall be binding
on all parties.

         9. SUCCESSORS. (a) This Agreement is personal to the Executive and
shall not be assignable by the Executive otherwise than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.

         (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

         (c) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

         10. MISCELLANEOUS. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

         (b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

                  IF TO THE EXECUTIVE:               Frank Cappello
                                                     34230 Rosewood Trail
                                                     Willoughby Hills, OH 44094

                  IF TO THE COMPANY:                 SIFCO INDUSTRIES, INC.
                                                     970 East 64th Street
                                                     Cleveland, Ohio 44103
                                                     Attention: Jeff Gotschall

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communication shall be effective when
actually received by the addressee.

         (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.



<PAGE>   5

          (d) The Company may withhold from any amounts payable under this
Agreement such federal, state, local and/or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

         (e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 2(f) of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date first written above.

SIFCO INDUSTRIES, INC.                           EXECUTIVE




By:  /s/Jeffrey P. Gotschall                     /s/Frank Cappello
     --------------------------                  ---------------------------
  Title: President and CEO                       Signature
                                                 Frank Cappello
                                                 ---------------------------
                                                 Printed Name




<PAGE>   6


                                    EXHIBIT A

                                       TO

                           CHANGE IN CONTROL AGREEMENT

                                    BENEFITS

In the event the Executive becomes eligible for benefits under Section 4 of the
Agreement, the Company shall pay to the Executive or the Executive's Beneficiary
in a lump sum in cash within thirty (30) days after the date of the Change in
Control, an amount equal to $100,000 Dollars less applicable withholdings and
taxes.


<PAGE>   7


                                    EXHIBIT B

                                       TO

                      CHANGE IN CONTROL SEVERANCE AGREEMENT

                           DESIGNATION OF BENEFICIARY

Executive hereby designates the following individual to receive payment of any
benefits under this Agreement that may be due or payable after the Executive's
death:

Domenica Cappello
- -------------------------
Name of Beneficiary

Spouse
- -------------------------
Relationship to Executive

/s/Frank Cappello
- -------------------------
Signature of Exec

November 22, 2000
- -------------------------
Date
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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