<DOCUMENT>
<TYPE>EX-9.2
<SEQUENCE>5
<FILENAME>l97786aexv9w2.txt
<DESCRIPTION>EXHIBIT 9.2
<TEXT>
<PAGE>

                                                                     EXHIBIT 9.2

                             VOTING TRUST AGREEMENT

         THIS AGREEMENT executed this 15th day of January 1997 effective as of
the 1 st day of February 1997 (hereinafter referred to as the "Effective Date"),
by and between those holders of Common Shares of SIFCO Industries, Inc. who sign
this Agreement (hereinafter sometimes collectively called the "Signing
Shareholders" and individually called "Signing Shareholder"), and JANICE CARLSON
and CHARLES H. SMITH, III, as Trustees and their successors in trust (said named
Trustees and their successors being hereinafter called the "Trustees");

                                 WITNESSES THAT:
         WHEREAS, each Signing Shareholder represents that he (the masculine
pronoun wherever used in this Agreement being intended to include the feminine)
owns the number of Common Shares of the Company set opposite his signature below
and deems it to be in his best interest to renew, continue and extend the Voting
Trust Agreement in effect with respect to his shares of the Company and maintain
on deposit hereunder the certificates evidencing his ownership of said shares in
order to continue the stability of management of the Company which the Signing
Shareholders believe should be continued for the benefit and protection of the
Company and its present and future shareholders;

         NOW, THEREFORE, the Signing Shareholders hereof agree each with the
others, and each for himself and his heirs, administrators, successors and
assigns as follows:

         1.   Deposit of Share Certificates. As with the Voting Trust Agreements
in the past, each Signing Shareholder will continue to have their Common Shares
of the Company on deposit with the Trustees a certificate or certificates
(hereinafter called "share certificates") for the number of Common Shares of the
Company set opposite his signature below, so endorsed or accompanied by such
instrument or instruments of transfer as to maintain ownership of said shares in
theTrustees; and shall likewise deposit hereunder each and every share
certificate for Common Shares of the Company which he may hereafter acquire.

         2.   Delivery of Trust Certificates. The Trustees have heretofore, and
from time to time in the future, upon the deposit with the Trustees by a Signing
Shareholder of new share certificates acquired by him, and upon his payment of
any and all transfer taxes required in connection therewith, the Trustees will
deliver, or cause to be delivered, to such Signing Shareholder voting trust
certificates (hereinafter called "Trust Certificates") for the number of Common
Shares so deposited in substantially the form shown in Exhibit A, attached
hereto and made a part hereof.

         3.   Transfer of Trust Certificates. Each Trust Certificate issued
hereunder and the interest in shares represented thereby shall be transferable
only upon the books of the Trustees by the registered holder in person or by
attorney upon surrender of the same properly endorsed or accompanied by a
properly executed instrument of transfer and upon payment of any transfer taxes
payable on such transfer, and in accordance with rules established for that
purpose by the Trustees. Each transfer so made shall vest in the transferee all
right and interest of the transferor in and under the Trust Certificate and this
Agreement with respect to the number of shares which the endorsement or transfer
evidences; and thereupon the Trustees will deliver, or cause to be delivered, to
the person or persons entitled, a new Trust Certificate or Certificates for the
number or numbers of interests in Common Shares of the Company indicated by the
endorsement or instrument of transfer. Until such transfer, the Trustees may
treat the registered holder of a Trust Certificate as the owner thereof for all
purposes whatsoever. The transfer books for the Trust, Certificates may be
closed by the Trustees at any time prior to the payment or distribution of
dividends or for any other purpose. Each transferee of a Trust Certificate
issued hereunder shall by the acceptance of a Trust Certificate become a party
hereto with like effect as though a Signing Shareholder and shall be embraced
within the meaning of the terms "Trust Certificate holder" or "holder of a Trust
Certificate" wherever used herein.

         4.   Lost Trust Certificate. The holder of any Trust Certificate shall
immediately notify the Trustees of any loss, destruction or mutilation of the
same, and the Trustees may, in their discretion, cause a new Trust Certificate
to be issued to such holder for the same number of shares either upon the
surrender of the mutilated certificate or, in the case of loss or destruction,
upon satisfactory proof thereof and the giving of a bond in such form and amount
and with such sureties, if any, as the Trustees may require.

         5.   Title and Rights of Trustees. Title to all Common Shares of the
Company deposited hereunder shall remain vested in the Trustees, and title to
any new shares deposited hereunder may be transferred to the Trustees or their
nominees on the books of the Company, provided that as holders of such shares
the Trustees assume no liability as shareholders of the Company, their interest
therein and hereunder being as Trustees only. Nonetheless the Trustees shall,
in respect of all shares so held by them, possess and be entitled to exercise,
in their discretion, all rights of common shareholders of every kind and
character, including, but not limited to, the right to receive dividends on
said shares, the right to vote by proxy or otherwise such shares and to take
part in or consent in writing or otherwise to any corporate or shareholders'
action, including, but not limited to, the adoption of any amended Articles of
Incorporation or regulations of the Company or any amendment to such Articles
or regulations, the election of directors of the Company, the dissolution of
the Company, the

                                      1

<PAGE>

merger or consolidation of the Company with any other corporation, the sale or
other disposition of all, or substantially all, of the assets of the Company or
the creation of any new class of shares having priority over the Common Shares
in respect of dividends or liquidating distributions or otherwise; except that
they shall not sell, pledge, hypothecate, mortgage or place a lien or charge
upon any of the shares deposited hereunder or subject hereto.

         6.  Dividend and Comparable Rights of Trust Certificate Holder. The
registered holder of each Trust Certificate shall be entitled to receive as soon
as practicable after the receipt by the Trustees of each dividend on the shares
hereunder, the amount of the dividend so received by the Trustees in cash or in
kind upon the number of Common Shares specified in each Trust Certificate;
provided that the Trustees may, in their discretion, authorize and empower the
Company or its dividend disbursing agent to make payment or distribution of such
dividend directly to the registered holders of the outstanding Trust
Certificates. However, in the event that the Company shall issue any voting
shares of the Company by way of a stock split or a stock dividend then such
voting shares so issuable with respect to all shares held by the Trustees shall
be received and held by the Trustees and shall be deemed for all the purposes of
this Agreement to have been deposited hereunder, and the Trustees shall issue to
each registered holder of a Trust Certificate an additional Trust Certificate
evidencing his appropriate interest in the number of voting shares so received
and held. For the purposes of this Agreement, no shares having voting rights
only in certain events (such as, but not limited to, the occurrence of a default
in the payment of preferential dividends) shall be deemed to be voting shares.

         7.   Subscription Rights. In case any stock or other securities of the
Company are offered for subscription to the holders of shares of the Company
deposited hereunder, the Trustees, promptly upon receipt of notice of such
offer, shall mail or deliver a copy thereof to each registered holder of a Trust
Certificate. If at least five (5) days prior to the last day on which such
subscription can be made, the Trustee shall receive a request from any Trust
Certificate holder to subscribe in his behalf for a stated amount of such stock
or securities, together with the sum of money required to pay for the same, the
Trustees shall make such subscription and the necessary payment, and upon
receiving from the Company the stock or securities so subscribed for, shall
issue to such Trust Certificate holder a new Trust Certificate in respect
thereof if the same be voting shares, but if the same not be voting shares the
Trustees shall mail or deliver the stock or securities received from the Company
to the Trust Certificate holder in whose behalf the subscription is made or may
instruct the Company to make delivery thereof directly to said Trust Certificate
holder; provided, however, that if the aggregate amount of such stock or
securities which the Trustees shall be so requested to subscribe for shall
exceed the total amount which the Trustees have the right to subscribe for as
shareholders of the Company under the terms of the Company's offer, then the
Trustees shall first, on behalf of each requesting Trust Certificate holder,
subscribe for that amount which, under the terms of the Company's offer, he
would have had the right to subscribe for if he had held directly the number of
shares represented by his Trust Certificate or Certificates; and any balance of
such stock or securities then additionally available for subscription by the
Trustees shall be subscribed for on behalf of each additionally requesting Trust
Certificate holder in the proportion which the amount of his additional request
bears to the total amount of additional requests received by the Trustees.

         8.    Dissolution of Company. In the event of the dissolution or total
or partial liquidation of the Company, whether voluntary or involuntary, the
Trustees shall receive the moneys, securities, rights or property to which the
holders of shares of the Company deposited hereunder are entitled and shall
distribute the same among the registered holders of the Trust Certificates in
proportion to their interests as shown by the Trustees' books, or the Trustees
may in their discretion deposit the same with any bank or trust company doing
business in Cleveland, Ohio, with instructions to distribute the same as above
provided, and upon such deposit all further obligations or liabilities of the
Trustees in respect of the moneys, securities, rights or property so deposited
shall cease.

         9.   Reorganization of Company. In the event the Company is merged into
or consolidated with another corporation or all or substantially all of the
assets of the Company are transferred to another corporation, then and
thereafter the term "Company" for all purposes of this Agreement shall be taken
to include such other corporation, and the Trustees shall receive and hold under
this Agreement any. voting. shares of such other corporation received on account
of the stock held hereunder prior to such merger, consolidation or transfer.
Trust Certificates issued and outstanding under this Agreement at the time of
such merger, consolidation, or transfer may remain outstanding or the Trustees
may, in their discretion, substitute for such Trust Certificates new Trust
Certificates in appropriate form, the term "shares" as used herein shall be
taken to include any stock which may be received by the Trustees in lieu of all
or any part of the shares of the Company theretofore deposited hereunder.

         10.  Action by Trustees. No action will be taken without the agreement
of both Trustees. In the event the Trustees are unable to come to agreement, the
issue will be decided by a vote of all the Trust Certificate holders, with a
simple majority necessary for passage.

         11.  Receipts and Safekeeping. George D. Gotschall, or such other
person, either corporate or individual, as the Trustees may from time to time
appoint for the purpose, shall have the authority and responsibility as agent of
the Trustees for receiving and safekeeping share certificates, securities and
other property or money deposited with or from time to time held by the
Trustees. Such person shall also be responsible for issuing Voting Trust
Certificates to the shareholders and notifying the Company's transfer agent of
any changes of records with respect to dividends.

         12.  Privileges and Responsibilities of Trustees. In voting the shares
deposited hereunder or in doing any act with respect to the control or
management of the Company or its affairs or in otherwise acting hereunder, the
Trustees shall

                                      2

<PAGE>

exercise their best judgment; but they assume no responsibility in respect to
any action taken by them or their agents, and no Trustee shall incur any
responsibility for any error or deed of commission or omission except for his
own willful misconduct. No Trustee shall be required to give any bond or other
security for the discharge of his duties. Any Trustee may act as a director or
officer of the Company or of any affiliated company and may vote for himself as
such director or officer, and he or any company or firm with which he may be
connected as shareholder, director, officer or partner or otherwise may contract
with the Company or with any company or firm affiliated with it or be or become
pecuniarily interested in any matter or action to which the same may be a party
or in which the same may in any way be interested as fully as though he were not
a Trustee. Any Trustee may be a holder of or interested in Trust Certificates
issued hereunder.

         13.  Successor Trustees. Each Signing Shareholder shall, after his
signature, add the last initial of the ancestor of such Signing Shareholder who
was a child of Charles H. Smith, Sr. A Trustee may only be removed by a writing
signed by a majority in interest of the Certificate holders who are issue
(including children by adoption), spouse or spouse of issue of the same child of
Charles H. Smith, Sr. as the original named Trustee or the Trustee with respect
to whom the Trustee is a successor. Any Trustee may resign in writing. Any such
resignation or removal shall take effect at a time fixed in the writing not less
than thirty (30) days after the same is delivered to the other Trustees or
Trustee, or at such earlier time as shall be accepted by all of the Trustees.
Upon any such resignation, removal or the death or incapacity of a Trustee to
act, the vacancy so occurring shall be filled by a person elected by the
majority in interest of the Certificate holders who are issue (including
children by adoption), spouse or spouse of issue of the same child of Charles H.
Smith, Sr. as the original named Trustee. Such election shall be made at a
meeting called by the remaining Trustees or Trustee for that purpose by notice
given to each Certificate holder eligible to vote not less than ten (10) nor
more than thirty (30) days prior thereto. Each and every successor Trustee
elected in accordance with this paragraph shall have the powers, duties,
privileges, responsibilities and authority of an original Trustee named herein.
No Trustee shall be liable for the acts or omissions of any predecessor Trustee.

         14.  Period of Trust. This Agreement shall continue in force for a
 period of five (5) years from the date first above written unless sooner
 terminated as hereinafter provided, and may be extended for an additional
 period of not more than ten (10) years by depositing with the Trustees on or
 before the expiration of the original five (5) year period either (a) an
 agreement of extension, which may be executed in one instrument or in several
 counterparts, signed by the holders of Trust Certificates representing not less
 than eighty-five percent (85%) of the shares deposited hereunder, or (b) a
 certificate signed by the Secretary of the meeting, certifying that at a
 meeting duly called and held for the purpose of considering such extension, at
 a place in Cuyahoga County, Ohio, specified in a notice given either by the
 Trustees, or a Trust Certificate holder, not less than ten (10) nor more than
 thirty (30) days prior to such meeting to each Trust Certificate holder
 hereunder, the holders of Trust Certificates representing not less than
 eighty-five percent (85%) of the shares deposited hereunder voted in favor of
 said extension. Such extension of this Agreement shall be binding upon all
 Trust Certificate holders. Any Trust Certificate holder shall, during
 reasonable business hours, have access to the books of the Trustees containing
 the record of the name and addresses of Trust Certificate holders and the
 number of shares represented by their certificates.

         15.  Early Termination. At any time during the original five (5) year
period, or any extension thereof, the Trustees may terminate this trust by
notice to the certificate holders, which notice shall provide for the time and
manner of delivery of certificates for shares of stock of the Company upon
surrender of the Trust Certificates.

         16.  Partial Return of Shares. At any time or times before the
termination of this trust, the Trustees may return any number of shares of the
Company deposited with them to a Trust Certificate holder or holders free and
clear of the trust, provided that the following procedure shall be observed. The
Trustees shall first notify all the Trust Certificate holders in writing of the
number of shares which they intend to return. Within thirty (30) days after the
receipt of such notice, each Trust Certificate holder who wishes any of his
shares to be returned to him shall surrender his Trust Certificate or
Certificates to the Trustees for cancellation in an amount equivalent to the
number of shares he wishes returned. If the total number of shares for which
Trust Certificates are so surrendered within such thirty (30) days is not more
than the total number of shares the Trustees have decided to return, they shall
cancel each Trust Certificate so surrendered in an amount equivalent to the
number of shares to be returned to the holder of that certificate and shall
cause a stock certificate or certificates for that number of shares of stock of
the Company to be issued and delivered to him or his nominee. If the total
number of shares for which Trust Certificates are so surrendered within such
thirty (30) days is more than the total number of shares the Trustees have
decided to return, they shall cancel each Trust Certificate so tendered in an
amount equivalent to that proportion of the number of shares requested by that
holder which the number of shares they have decided to return bears to the total
number of shares requested by all Trust Certificate holders who tender their
Trust Certificates. In no event before termination of the trust shall the
Trustees return any shares to a certificate holder who has not tendered his
Trust Certificate for cancellation.

         17.  Amendments. If at any time the Trustees shall deem it desirable to
amend this Agreement in any respect, they shall submit such amendment to the
Trust Certificate holders for their approval at a meeting of such holders which
shall be called for that purpose, notice of which shall be given not less than
ten (10) nor more than thirty (30) days prior to such meeting, and shall state
that the purpose of the meeting is to consider the amendment of this Agreement
and shall be accompanied by a copy of the proposed amendment. If at such meeting
the proposed amendment, or any modification thereof, shall be approved by the
affirmative vote, given in person or by proxy, of the holders of Trust
Certificates representing eighty-five percent (85%) or more of the shares then
deposited under this Agreement, a certificate to that effect

                                      3

<PAGE>

shall bee signed by the Secretary of the meeting and filed with the Trustees.
Upon such approval and the filing of said certificate, the amendment as so
approved shall be and become a part of this Agreement and shall be binding upon
all Trust Certificate holders with like force and effect as if originally
incorporated herein.

         18.  Delivery of Shares on Termination.

              (a)     Upon termination of this Agreement, whether by expiration
 of time or the act of the Trustees as hereinabove provided, the Trustees shall
 deliver to each Trust Certificate holder upon surrender of his Trust
 Certificates accompanied, if required by the Trustees, by properly executed
 transfers thereof to the Trustees and upon payment by such holder of any and
 all transfer taxes payable on such transfer, a certificate or certificates for
 Common Shares of the stock of the Company either registered in the name of the
 Trust Certificate holder or endorsed in blank or for transfer to the name of
 such holder or his nominee for the number of shares represented by the Trust
 Certificate or Certificates so surrendered.

              (b)     In case, on or after the termination of this Agreement,
 the Trustees shall deposit with any bank or trust company in Cuyahoga County,
 Ohio , share certificates either properly endorsed in blank or registered in
 the names of holders of Trust Certificates hereunder, each for the number of
 Common Shares of the Company represented by a Trust Certificate outstanding,
 with authority in writing to the bank or trust company to deliver said share
 certificates in exchange for Trust Certificates when and as surrendered for
 exchange as hereinabove provided and shall give not less than ten (10) days
 notice thereof to all Trust Certificate holders affected thereby, then all
 further liability of the Trustees, and each of them, for the delivery of share
 certificates in exchange for Trust Certificates or otherwise hereunder shall
 cease.

              (c)     At any annual or special meeting of the shareholders of
the Company and after termination of this Agreement, the Trustees may, but shall
not be required to, vote any shares of the Company then standing in their names
on the books of the Company deliverable to the holders of Trust Certificates who
shall not have presented their Trust Certificates for exchange as hereinabove
provided.

         19.  Notice. Each notice provided for in this Agreement shall be in
writing and signed by the person giving the same or his duly authorized
representative, except that a parent or guardian may sign for a minor child, and
a notice by the Trustees shall be signed by not less than a majority of the
Trustees then qualified to act; and each such notice shall either be delivered
personally to the person to whom it is addressed or shall be mailed to him,
postage prepaid, to his last known residence address, provided that personal
delivery to a parent or guardian of a minor child shall be sufficient delivery
to the child, and further provided that a notice to any one Trustee shall be
sufficient notice to all, unless only one Trustee has received the notice and
that Trustee has the same initial after his signature as does the person giving
the notice.

         20.  Partial Invalidity. The invalidity or nonenforceability of any
term or provision of this Agreement or of the Trust Certificates shall not in
any way impair or affect the balance thereof, which shall remain in full force
and effect.

         21.  Ohio Law. This Agreement and the Trust Certificates shall be
construed in accordance with and shall be governed by the laws of the State of
Ohio.

         22.  Execution. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute but one and the same instrument;
provided that this Agreement shall not become effective until and unless it
shall have been so executed by the holders of at least 1,350,000 shares, and
thereupon this Agreement shall inure to the benefit of, and be binding upon, all
persons executing it and their respective heirs, executors, administrators,
legatees and assigns.

         IN WITNESS WHEREOF, the Trustees have signed this Voting Trust
Agreement as of the day and year first above written, and the Signing
Shareholders have become parties hereto in the manner hereinbefore provided.

                                 /s/ Janice Carlson
                                 -------------------------
                                 Janice Carlson

                                 /s/ Charles H. Smith, III
                                 -------------------------
                                 Charles H. Smith, III

                                      4

<PAGE>

                             VOTING TRUST AGREEMENT
                     FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002

<TABLE>
<CAPTION>
                                         NUMBER
SHAREHOLDER                             OF SHARES
-----------                             ---------
<S>                                     <C>                  <C>
/s/ C.H. Smith, Jr.                      273,267             CHS
-------------------------
C.H. Smith, Jr.

/s/ Florence Smith                         1,500             CHS
-------------------------
Florence Smith

National City Bank, and its
successors, as trustee of
Fund A-1 under the trust
agreement between Rhea D. Smith
and National City Bank as trustee
dated December 8, 1981 as amended
and restated on September 16, 1989

By: /s/ E.J. Etowski, Jr.                112,354             CHS
-------------------------
    Senior Vice President

National City Bank, and its
successors, as trustee of
Fund B under the trust
agreement between Rhea D. Smith
and National City Bank as trustee
dated December 8, 1981 as amended
and restated on September 16 1989.

By: /s/ E.J. Etowski, Jr.                 41,313             CHS
-------------------------
    Senior Vice President
</TABLE>

                                      5

<PAGE>

                             VOTING TRUST AGREEMENT
                     FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002

<TABLE>
<CAPTION>
                                         NUMBER
SHAREHOLDER                             OF SHARES
-----------                             ---------
<S>                                     <C>                  <C>
/s/ C. H. Smith, III                     57,237              CHS
---------------------------------------
C. H. Smith, III

/s/ C. H. Smith, III                      2,863              CHS
---------------------------------------
C. H. Smith, III, Cust UGMA Ohio
fbo Jennifer C. Smith

/s/ C. H. Smith, III Trustee             14,250              CHS
---------------------------------------
C. H. Smith, III, TTEE U/A dtd 09/16/89
fbo Jennifer C. Smith

/s/ C. H. Smith, III                      2,738              CHS
---------------------------------------
C.H. Smith, III, Cust UGMA Ohio
fbo C. Jason Smith

/s/ C. H. Smith, III Trustee             14,250              CHS
---------------------------------------
C. H. Smith, III, TTEE U/A dtd 09/16/89
fbo C. Jason Smith

/s/ Hilda Decema Smith                    1,575              CHS
---------------------------------------
Hilda Decema Smith
</TABLE>

                                      6

<PAGE>

                             VOTING TRUST AGREEMENT
                     FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002

<TABLE>
<CAPTION>
                                         NUMBER
SHAREHOLDER                             OF SHARES
-----------                             ---------
<S>                                     <C>                  <C>
/s/ Deborah Potantus                      59,741             CHS
-------------------------
Deborah Potantus

/s/ Robert J. Morris, III                  9,738             CHS
-------------------------
Robert J. Morris, III

/s/ Deborah Potantus                       7,125             CHS
-------------------------
Deborah Potantus, TTEE U/A dtd
fbo Robert J. Morris, III

/s/ Robert J. Morris III                     250             CHS
-------------------------
Robert J. Morris, III, Cust UGMA Ohio
fbo Skyler D. Morris

/s/ Ryan C. Morris                         2,613             CHS
-------------------------
Ryan C. Morris

/s/ Deborah Potantus                      14,250             CHS
-------------------------
Deborah Potantus TTEE U/A dtd 09/16/89
fbo Ryan C. Morris

/s/ Deborah Potantus                       2,613             CHS
-------------------------
Deborah Potantus, Cust UGMA Ohio
fbo Adam J. Morris

/s/ Deborah Potantus                      14,250             CHS
-------------------------
Deborah Potantus, TTEE U/A dtd 09/16/89
fbo Adam J. Morris

/s/ Deborah Potantus                       2,613             CHS
-------------------------
Deborah Potantus, Cust UGMA Ohio
fbo Molly D Morris

/s/ Deborah Potantus                      14,250             CHS
-------------------------
Deborah Potantus, TTEE /A dta 09/16/89
fbo Molly D. Morris

</TABLE>

                                      7

<PAGE>

                             VOTING TRUST AGREEMENT
                    FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002

<TABLE>
<CAPTION>
                                         NUMBER
SHAREHOLDER                             OF SHARES
-----------                             ---------
<S>                                     <C>                  <C>
/s/ Robert J. Morris, Jr.                    225             CHS
-------------------------
Robert J. Morris, Jr.
</TABLE>

                                      8

<PAGE>

                             VOTING TRUST AGREEMENT
                    FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002

<TABLE>
<CAPTION>
                                                       Number
Shareholder                                           of Shares
-----------                                           ---------
<S>                                                   <C>                <C>
/s/ Hudson D. Smith                                      67,250          CHS
-------------------
Hudson D. Smith

/s/ Deborah Ann Smith                                     2,205          CHS
---------------------
Deborah Ann Smith

/s/ Hudson D. Smith                                       2,426          CHS
-------------------
Hudson D. Smith, Cust for UGMA Ohio
fbo Hudson D. Smith, Jr.

/s/ Hudson D. Smith                                      15,000          CHS
-------------------
Hudson D. Smith, TTEE U/A dtd 09/16/89
fbo Hudson D. Smith

/s/ Hudson D. Smith                                       2,426          CHS
-------------------
Hudson D. Smith, Cust UGMA Ohio
fbo Cynthia Rhea Smith

/s/ Hudson D. Smith                                      15,000          CHS
-------------------
Hudson D. Smith, TTEE U/A dtd 09/16/89
fbo Cynthia Rhea Smith

/s/ Hudson D. Smith                                       2,426          CHS
-------------------
Hudson D. Smith, Cust UGMA Ohio
fbo Christina Halle Smith

/s/ Hudson D. Smith                                      15,000          CHS
-------------------
Hudson D. Smith, TTEE U/A dtd 09/16/89
fbo Christina Halle Smith

signed on Jan. 7, 1997
</TABLE>

                                       9

<PAGE>

                             VOTING TRUST AGREEMENT
                    FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002

<TABLE>
<CAPTION>
                                                       Number
Shareholder                                           of Shares
-----------                                           ---------
<S>                                                   <C>                <C>
/s/ Phyllis S. Gotschall                               433,719           PSG
------------------------
Phyllis S. Gotschall, TTEE U/TR dtd 6/24/87
Phyllis S. Gotschall, Grantor

/s/ George D. Gotschall                                137,588           PSG
-----------------------
George D. Gotschall, TTEE, U/TR dtd 6/24/87
George D. Gotschall, Grantor

/s/ Jeffrey P. Gotschall                                87,755           PSG
------------------------
Jeffrey P. Gotschall

/s/ Dianne Gotschall                                       400           PSG
--------------------
Dianne Gotschall

/s/ Judith A. Gotschall                                  3,375           PSG
-----------------------
Judith A. Gotschall

/s/ Jeffrey P. Gotschall                                 3,375           PSG
------------------------
Jeffrey P. Gotschall, Cust UGMA Ohio
fbo Andrew C Gotschall

/s/ Jeffrey P. Gotschall                                 3,375           PSG
------------------------
Jeffrey P. Gotschall, Cust UGMA Ohio
fbo Charles H. Gotschall

/s/ Craig Ramsey                                           400           PSG
----------------
Craig Ramsey

/s/ Jeffrey P. Gotschall                                   400           PSG
-------------------------
Jeffrey P. Gotschall, Cust UGMA Ohio
fbo Alison Ramsey
</TABLE>

                                       10

<PAGE>

                             VOTING TRUST AGREEMENT
                    FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002

<TABLE>
<CAPTION>
                                                       Number
Shareholder                                           of Shares
-----------                                           ---------
<S>                                                   <C>                <C>
/s/ Janice G. Carlson                                   59,099           PSG
---------------------
Janice G. Carlson

/s/ Christie L. Fulcher                                  3,375           PSG
----------------------
Christie L. Fulcher

/s/ Janice G. Carlson                                    2,633           PSG
---------------------
Janice G. Carlson, Cust UGMA Ohio
fbo David E. Fulcher

/s/ Laura G. Gifford                                    51,844           PSG
--------------------
Laura G. Gifford

/s/ Laura G. Gifford                                     9,450           PSG
--------------------
Laura G. Gifford, Cust UGMA Ohio
fbo Robert V. Gifford, Jr.
</TABLE>

                                       11

<PAGE>

                             VOTING TRUST AGREEMENT
                    FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002

<TABLE>
<CAPTION>
                                                       Number
Shareholder                                           of Shares
-----------                                           ---------
<S>                                                   <C>                <C>
National City Bank TTEE U/A
FRW/CHS #33-3443034                                   171,202            CHS

By /s/ E.J. Etowski, Jr.
------------------------
  SENIOR VICE PRESIDENT

National City Bank TTEE U/A                           171,207            PSG
FRW/PSG #33-3443026

By /s/ E.J. Etowski, Jr.
------------------------
  SENIOR VICE PRESIDENT
</TABLE>

                                       12

<PAGE>

                             VOTING TRUST AGREEMENT
                     FROM FEBRUARY 1, 1997 TO JANUARY 31, 2002

<TABLE>
<CAPTION>
                                                      Number of
Shareholder                                            Shares
-----------                                            ------
<S>                                                   <C>
Charles Henry Smith, Sr. Foundation                    77,963

By /s/ C.H. Smith, Jr.
----------------------
C.H. Smith, Jr., President

/s/ Phyllis S. Gotschall
------------------------
Phyllis S. Gotschall, Vice President

/s/ Marilyn F. Scott
--------------------
Marilyn F. Scott, Vice President

/s/ George D. Gotschall
-----------------------
George D. Gotschall, Secretary-Treasurer
</TABLE>

                                       13

<PAGE>

                                     SUMMARY
                      VOTING TRUST CERTIFICATE DISTRIBUTION
                                FEBRUARY 1, 1997

<TABLE>
<CAPTION>
INDIVIDUAL                                SHARES          SUBTOTAL        TOTAL %
----------                                ------          --------        -------
<S>                                       <C>             <C>             <C>
C.H. Smith, Jr.                           273,267
Florence Smith                              1,500
National City Bank
Fund A RDS                                112,354
National City Bank
Fund B RDS                                 41,313
FRW Trust, CHS                            171,202
-------------------------------------------------

Subtotal Beneficial Family                                 599,636         11.70%
--------------------------------------------------------------------------------

C.H. Smith, III                            57,237
Hilda Smith                                 1,575
Jennifer C. Smith (Cust)                    2,863
Jennifer C. Smith (TTEE)                   14,250
C. Jason Smith (Cust)                       2,738
C. Jason Smith (TTEE)                      14,250
Deborah Potantus                           59,741
Robert J. Morris, Jr.                         225
Robert J. Morris, III                       9,738
Robert J. Morris, III  (TTEE)               7,125
Skyler D. Morris                              250
Ryan C. Morris                              2,613
Ryan C. Morris (TTEE)                      14,250
Adam J. Morris (Cust)                       2,613
Adam J. Morris (TTEE)                      14,250
Molly D. Morris (Cust)                      2,613
Molly D. Morris (TTEE)                     14,250
Hudson D. Smith                            67,250
Deborah Ann Smith                           2,205
Hudson D. Smith, Jr. (Cust)                 2,426
Hudson D. Smith, Jr. (TTEE)                15,000
Cynthia Rhea Smith (Cust)                   2,426
Cynthia Rhea Smith (TTEE)                  15,000
Christina Halle Smith (Cust)                2,426
Christina Halle Smith (TTEE)               15,000
-------------------------------------------------

Subtotal Other Family                                      342,314          6.68%
--------------------------------------------------------------------------------

Total Smith Family                                         941,950         18.37%
================================================================================
</TABLE>

                                       14

<PAGE>

<TABLE>
<CAPTION>
INDIVIDUAL                                 SHARES         SUBTOTAL        TOTAL %
----------                                 ------         --------        -------
<S>                                       <C>             <C>             <C>
Phyllis S. Gotschall (TTEE)               433,719
George D. Gotschall (TTEE)                137,588
FRW Trust, PSG                            171,207

Subtotal Beneficial Holdings                               742,514         14.48%
--------------------------------------------------------------------------------

Jeffrey P. Gotshall                        87,755
Janice G. Carlson                          59,099
Laura G. Gifford                           51,844
Dianne Gotschall                              400
Chiistie L. Fulcher                         3,375
David E. Fulcher (Cust)                     2,633
Judith A. Gotschall                         3,375
Andrew C. Gotschall (Cust)                  3,375
Charles H. Gotschall (Cust)                 3,375
Robert V. Gifford Jr. (Cust)                9,450
Craig Ramsey                                  400
Alison Ramsey (Cust)                          400

Subtotal Other Family                                      225,481          4.40%
--------------------------------------------------------------------------------

Total Gotshall Family                                      967,995         18.88%
================================================================================
</TABLE>

                                       15

</TEXT>
</DOCUMENT>
