**Exhibit 9.3****VOTING TRUST AGREEMENT**     THIS AGREEMENT executed this 30 day of January 2007 effective as of the 1st dayof February 2007 (hereinafter referred to as the “Effective Date”), by and between those holders ofCommon Shares of SIFCO Industries, Inc. who sign this Agreement (hereinafter sometimes collectivelycalled the “Signing Shareholders” and individually called “Signing Shareholder”), and JANICECARLSON and CHARLES H. SMITH, III, as Trustees and their successors in trust (said named Trusteesand their successors being hereinafter called the “Trustees”);WITNESSES THAT:     WHEREAS, each Signing Shareholder represents that he (the masculine pronoun wherever used inthis Agreement being intended to include the feminine) owns the number of Common Shares of theCompany set opposite his signature below and deems it to be in his best interest to renew, continueand extend the Voting Trust Agreement in effect with respect to his shares of the Company andmaintain on deposit hereunder the certificates evidencing his ownership of said shares in order tocontinue the stability of management of the Company which the Signing Shareholders believe shouldbe 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 forhimself and his heirs, administrators, successors and assigns as follows:     1. DEPOSIT OF SHARE CERTIFICATES. As with the Voting Trust Agreements in the past, eachSigning Shareholder will continue to deposit with the Trustees a certificate or certificates(hereinafter called “share certificates”) for the number of Common Shares of the Company setopposite his signature below, so endorsed or accompanied by such instrument or instruments oftransfer as to maintain ownership of said shares in the Trustees; and shall likewise deposithereunder each and every share certificate for Common Shares of the Company which he may hereafteracquire.     2. DELIVERY OF TRUST CERTIFICATES. The Trustees have heretofore delivered, and from time totime in the future, upon the deposit with the Trustees by a Signing Shareholder of new sharecertificates acquired by him, and upon his payment of any and all transfer taxes required inconnection therewith will deliver, or cause to be delivered, to such Signing Shareholder votingtrust certificates (hereinafter called “Trust Certificates”) for the number of Common Shares sodeposited 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 inshares represented thereby shall be transferable only upon the books of the Trustees by theregistered holder in person or by attorney upon surrender of the same properly endorsed oraccompanied by a properly executed instrument of transfer and upon payment of any transfer taxespayable on such transfer, and in accordance with rules established from time to time for thatpurpose by the Trustees. Each transfer so made shall vest in the transferee all right and interestof the transferor in and under the Trust Certificate and this Agreement with respect to the numberof shares which the endorsement or transfer evidences; and thereupon the Trustees will deliver, orcause to be delivered, to the person or persons entitled, a new Trust Certificate or Certificatesfor the number or numbers of interests in Common Shares of the Company indicated by the endorsementor instrument of transfer. Until such transfer, the Trustees may treat the registered holder of aTrust Certificate as the owner thereof for all purposes whatsoever. The transfer books for theTrust Certificates may be closed by the Trustees at any time prior to the payment or distributionof dividends or for any other purpose. Each transferee of a Trust Certificate issued hereundershall by the acceptance of a Trust Certificate become a party hereto with like effect as though aSigning Shareholder and shall be embraced within the meaning of the terms “Trust Certificateholder” or “holder of a Trust Certificate” wherever used herein.     4. LOST TRUST CERTIFICATE. The holder of any Trust Certificate shall immediately notify theTrustees of any loss, destruction or mutilation of the same, and the Trustees may, in theirdiscretion, cause a new Trust Certificate to be issued to such holder for the same number of shareseither upon the surrender of the mutilated certificate or, in the case of loss or destruction, uponsatisfactory proof thereof and the giving of a bond in such form and amount and with such sureties,if any, as the Trustees may require.
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     5. TITLE AND RIGHTS OF TRUSTEES. Title to all Common Shares of the Company deposited hereundershall remain vested in the Trustees, and title to any new shares deposited hereunder may betransferred to the Trustees or their nominees on the books of the Company, provided that as holdersof such shares the Trustees assume no liability as shareholders of the Company, their interesttherein and hereunder being as Trustees only. Nonetheless the Trustees shall, in respect of allshares so held by them, possess and be entitled to exercise, in their discretion, all rights ofcommon shareholders of every kind and character, including, but not limited to, the right toreceive dividends on said shares, the right to vote by proxy or otherwise such shares and to takepart in or consent in writing or otherwise to any corporate or shareholders’ action, including, butnot limited to, the adoption of any amended Articles of Incorporation or regulations of the Companyor any amendment to such Articles or regulations, the election of directors of the Company, thedissolution of the Company, the 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 thecreation of any new class of shares having priority over the Common Shares in respect of dividendsor 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 eachTrust Certificate shall be entitled to receive as soon as practicable after the receipt by theTrustees of each dividend on the shares hereunder, the amount of the dividend so received by theTrustees 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 itsdividend disbursing agent to make payment or distribution of such dividend directly to theregistered holders of the outstanding Trust Certificates. However, in the event that the Companyshall issue any voting shares of the Company by way of a stock split or a stock dividend then suchvoting shares so issuable with respect to all shares held by the Trustees shall be received andheld by the Trustees and shall be deemed for all the purposes of this Agreement to have beendeposited hereunder, and the Trustees shall issue to each registered holder of a Trust Certificatean additional Trust Certificate evidencing his appropriate interest in the number of voting sharesso received and held. For the purposes of this Agreement, no shares having voting rights only incertain events (such as, but not limited to, the occurrence of a default in the payment ofpreferential dividends) shall be deemed to be voting shares.     7. SUBSCRIPTION RIGHTS. In case any stock or other securities of the Company are offered forsubscription to the holders of shares of the Company deposited hereunder, the Trustees, promptlyupon receipt of notice of such offer, shall mail or deliver a copy thereof to each registeredholder of a Trust Certificate. If at least five (5) days prior to the last day on which suchsubscription can be made, the Trustee shall receive a request from any Trust Certificate holder tosubscribe in his behalf for a stated amount of such stock or securities, together with the sum ofmoney required to pay for the same, the Trustees shall make such subscription and the necessarypayment, and upon receiving from the Company the stock or securities so subscribed for, shall issueto such Trust Certificate holder a new Trust Certificate in respect thereof if the same be votingshares, but if the same not be voting shares the Trustees shall mail or deliver the stock orsecurities received from the Company to the Trust Certificate holder in whose behalf thesubscription is made or may instruct the Company to make delivery thereof directly to said TrustCertificate holder; provided, however, that if the aggregate amount of such stock or securitieswhich the Trustees shall be so requested to subscribe for shall exceed the total amount which theTrustees have the right to subscribe for as shareholders of the Company under the terms of theCompany’s offer, then the Trustees shall first, on behalf of each requesting Trust Certificateholder, subscribe for that amount which, under the terms of the Company’s offer, he would have hadthe right to subscribe for if he had held directly the number of shares represented by his TrustCertificate or Certificates; and any balance of such stock or securities then additionallyavailable for subscription by the Trustees shall be subscribed for on behalf of each additionallyrequesting Trust Certificate holder in the proportion which the amount of his additional requestbears 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 ofthe 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 entitledand shall distribute the same among the registered holders of the Trust Certificates in proportionto their interests as shown by the Trustees’ books, or the Trustees may in their discretion depositthe same with any bank or trust company doing business in Cleveland, Ohio, with instructions todistribute the same as above provided, and upon such deposit all further obligations or liabilitiesof 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 withanother corporation or all or substantially all of the assets of the Company are transferred toanother corporation, then and thereafter the term “Company” for all purposes of this Agreementshall be taken to include such other corporation, and the Trustees shall receive and hold underthis Agreement any voting shares of such other corporation received on account of the stock heldhereunder prior to such merger, consolidation or transfer. Trust Certificates issued andoutstanding under this Agreement at the time of such merger, consolidation, or transfer may remainoutstanding or the Trustees may, in their discretion, substitute for such Trust Certificates newTrust Certificates in appropriate form, the term “shares” as used herein shall be taken to
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include any stock which may be received by the Trustees in lieu of all or any part of the shares ofthe Company theretofore deposited hereunder.     10. ACTION BY TRUSTEES. No action will be taken without the agreement of both Trustees. In theevent the Trustees are unable to come to agreement, the issue will be decided by a vote of all theTrust Certificate holders, with a simple majority necessary for passage.     11. RECEIPTS AND SAFEKEEPING. Janice Carlson, or such other person, either corporate orindividual, as the Trustees may from time to time appoint for the purpose, shall have the authorityand 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 andnotifying 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 orin doing any act with respect to the control or management of the Company or its affairs or inotherwise acting hereunder, the Trustees shall exercise their best judgment; but they assume noresponsibility in respect to any action taken by them or their agents, and no Trustee shall incurany responsibility for any error or deed of commission or omission except for his own willfulmisconduct. No Trustee shall be required to give any bond or other security for the discharge ofhis duties. Any Trustee may act as a director or officer of the Company or of any affiliatedcompany and may vote for himself as such director or officer, and he or any company or firm withwhich he may be connected as shareholder, director, officer or partner or otherwise may contractwith the Company or with any company or firm affiliated with it or be or become pecuniarilyinterested in any matter or action to which the same may be a party or in which the same may in anyway be interested as fully as though he were not a Trustee. Any Trustee may be a holder of orinterested in Trust Certificates issued hereunder.     13. SUCCESSOR TRUSTEES. Each Signing Shareholder shall, after his signature, add the lastinitial of the ancestor of such Signing Shareholder who was a child of Charles H. Smith, Sr. ATrustee may only be removed by a writing signed by a majority in interest of the Certificateholders who are issue (including children by adoption), spouse or spouse of issue of the same childof Charles H. Smith, Sr. as the original named Trustee or the Trustee with respect to whom theTrustee is a successor. Any Trustee may resign in writing. Any such resignation or removal shalltake effect at a time fixed in the writing not less than thirty (30) days after the same isdelivered to the other Trustees or Trustee, or at such earlier time as shall be accepted by all ofthe 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 theCertificate holders who are issue (including children by adoption), spouse or spouse of issue ofthe same child of Charles H. Smith, Sr. as the original named Trustee. Such election shall be madeat a meeting called by the remaining Trustees or Trustee for that purpose by notice given to eachCertificate holder eligible to vote not less than ten (10) nor more than thirty (30) days priorthereto. Each and every successor Trustee elected in accordance with this paragraph shall have thepowers, duties, privileges, responsibilities and authority of an original Trustee named herein. NoTrustee 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 three (3) yearsfrom the date first above written unless sooner terminated as hereinafter provided, and may beextended for an additional period of not more than three (3) years by depositing with the Trusteeson or before the expiration of the original three (3) year period either (a) an agreement ofextension, which may be executed in one instrument or in several counterparts, signed by theholders of Trust Certificates representing not less than eighty-five percent (85%) of the sharesdeposited hereunder, or (b) a certificate signed by the Secretary of the meeting, certifying thatat a meeting duly called and held for the purpose of considering such extension, at a place inCuyahoga County, Ohio, specified in a notice given either by the Trustees, or a Trust Certificateholder, not less than ten (10) nor more than thirty (30) days prior to such meeting to each TrustCertificate holder hereunder, the holders of Trust Certificates representing not less thaneighty-five percent (85%) of the shares deposited hereunder voted in favor of said extension. Suchextension of this Agreement shall be binding upon all Trust Certificate holders. Any TrustCertificate holder shall, during reasonable business hours, have access to the books of theTrustees containing the record of the name and addresses of Trust Certificate holders and thenumber of shares represented by their certificates.     15. EARLY TERMINATION. At any time during the original three (3) year period, or any extensionthereof, the Trustees may terminate this trust by notice to the certificate holders, which noticeshall provide for the time and manner of delivery of certificates for shares of stock of theCompany upon surrender of the Trust Certificates.     16. PARTIAL RETURN OF SHARES. At any time or times before the termination of this trust, theTrustees may return any number of shares of the Company deposited with them to a Trust Certificateholder or holders free and clear of the trust, provided that the following procedure shall beobserved. The Trustees shall first notify all the Trust Certificate holders in writing of thenumber of shares which they intend to return. Within thirty (30) days after the receipt of suchnotice, each Trust Certificate holder who wishes any of his shares to be returned to him shallsurrender his Trust Certificate or Certificates
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to the Trustees for cancellation in an amount equivalent to the number of shares he wishesreturned. If the total number of shares for which Trust Certificates are so surrendered within suchthirty (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 ofshares to be returned to the holder of that certificate and shall cause a stock certificate orcertificates for that number of shares of stock of the Company to be issued and delivered to him orhis nominee. If the total number of shares for which Trust Certificates are so surrendered withinsuch 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 ofthe number of shares requested by that holder which the number of shares they have decided toreturn bears to the total number of shares requested by all Trust Certificate holders who tendertheir Trust Certificates. In no event before termination of the trust shall the Trustees return anyshares 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 inany respect, they shall submit such amendment to the Trust Certificate holders for their approvalat a meeting of such holders which shall be called for that purpose, notice of which shall be givennot less than ten (10) nor more than thirty (30) days prior to such meeting, and shall state thatthe purpose of the meeting is to consider the amendment of this Agreement and shall be accompaniedby a copy of the proposed amendment. If at such meeting the proposed amendment, or any modificationthereof, shall be approved by the affirmative vote, given in person or by proxy, of the holders ofTrust Certificates representing eighty-five percent (85%) or more of the shares then depositedunder this Agreement, a certificate to that effect shall be signed by the Secretary of the meetingand filed with the Trustees. Upon such approval and the filing of said certificate, the amendmentas so approved shall be and become a part of this Agreement and shall be binding upon all TrustCertificate 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 theTrustees as hereinabove provided, the Trustees shall deliver to each Trust Certificate holder uponsurrender of his Trust Certificates accompanied, if required by the Trustees, by properly executedtransfers thereof to the Trustees and upon payment by such holder of any and all transfer taxespayable on such transfer, a certificate or certificates for Common Shares of the stock of theCompany either registered in the name of the Trust Certificate holder or endorsed in blank or fortransfer to the name of such holder or his nominee for the number of shares represented by theTrust Certificate or Certificates so surrendered.          (b) In case, on or after the termination of this Agreement, the Trustees shall deposit withany bank or trust company in Cuyahoga County, Ohio, share certificates either properly endorsed inblank or registered in the names of holders of Trust Certificates hereunder, each for the number ofCommon Shares of the Company represented by a Trust Certificate outstanding, with authority inwriting to the bank or trust company to deliver said share certificates in exchange for TrustCertificates when and as surrendered for exchange as hereinabove provided and shall give not lessthan ten (10) days notice thereof to all Trust Certificate holders affected thereby, then allfurther liability of the Trustees, and each of them, for the delivery of share certificates inexchange for Trust Certificates or otherwise hereunder shall cease.          (c) At any annual or special meeting of the shareholders of the Company and after terminationof this Agreement, the Trustees may, but shall not be required to, vote any shares of the Companythen standing in their names on the books of the Company deliverable to the holders of TrustCertificates who shall not have presented their Trust Certificates for exchange as hereinaboveprovided.     19. NOTICE. Each notice provided for in this Agreement shall be in writing and signed by theperson giving the same or his duly authorized representative, except that a parent or guardian maysign for a minor child, and a notice by the Trustees shall be signed by not less than a majority ofthe Trustees then qualified to act; and each such notice shall either be delivered personally tothe person to whom it is addressed or shall be mailed to him, postage prepaid, to his last knownresidence address, provided that personal delivery to a parent or guardian of a minor child shallbe sufficient delivery to the child, and further provided that a notice to any one Trustee shall besufficient notice to all, unless only one Trustee has received the notice and that Trustee has thesame initial after his signature as does the person giving the notice.     20. PARTIAL INVALIDITY. The invalidity or nonenforceability of any term or provision of thisAgreement 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 withand shall be governed by the laws of the State of Ohio.
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     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 oneand the same instrument. This Agreement shall inure to the benefit of, and be binding upon, allpersons 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 andyear first above written, and the Signing Shareholders have become parties hereto in the mannerhereinbefore provided.     /s/ Janice Carlson     Janice Carlson     /s/ Charles H. Smith III     Charles H. Smith III
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VOTING TRUST AGREEMENT