<PAGE>
                                                                  EXHIBIT 10(b)

                             SIFCO INDUSTRIES, INC.

       Deferred Compensation Program for Directors and Executive Officers
       ------------------------------------------------------------------
                    (as amended and restated April 26, 1984)

I.       PURPOSE

         The purpose of this Program is to permit any member of the Board of
Directors (the "Board") of SIFCO Industries, Inc. (the "Corporation") to defer
all or any portion of his compensation as a director, and any Executive Officer
to defer all or any portion of his incentive compensation until such time as he
elects as provided for herein.

II.      DEFINITIONS

         When used in this instrument, the following words and phrases have the
indicated meanings:

         (A)      "FISCAL YEAR" means the twelve month period commencing on
                  October 1 and concluding on September 30.

         (B)      "EXECUTIVE OFFICERS" means those officers of the Corporation
                  and its subsidiaries whose incentive compensation is
                  specifically approved by the Board or the Compensation
                  Committee of the Board (the "Committee").

         (C)      "INCENTIVE COMPENSATION" means contingent compensation which
                  the Board or Committee specifically approved as an incentive
                  for executive performance.

         (D)      "DIRECTOR'S FEES" means all compensation payable to a director
                  for services as a director, including fees for attending
                  meetings of the Board and of its committees and annual
                  retainer fees.

         (E)      "DEFERRED COMPENSATION ACCOUNT OR ACCOUNTS" means, in the case
                  of a Director, the Cash Account and the Stock Account and in
                  the case of an Executive Officer, the Cash Account maintained
                  for such individual by the Corporation.

III.     ADMINISTRATION

         This program shall be administered by the Committee. The Committee's
interpretation and construction of the provisions of the Program shall be
conclusive. Matters relating to a participant who is a member of the Committee
shall be resolved by the Board and such participant shall not participate in the
Board's decision.

IV.      RIGHT TO DEFER COMPENSATION

         (A)      Any director of the Corporation may, at any time on or prior
                  to September 30 of any year, elect to defer under this Program
                  receipt of all, or such portion as he may designate, of his
                  Director's Fees for the Fiscal Year beginning after the
                  election and for subsequent Fiscal Years. Notwithstanding the
                  preceding


<PAGE>

                  sentence, any person elected to the Board who was not a
                  director on the preceding September 30 may, before his term
                  begins, elect to defer receipt of all, or such portion as he
                  may designate, of his Director's Fees for the remainder of the
                  Fiscal Year following his election as a director and for
                  subsequent Fiscal Years.

         (B)      Any Executive Officer may, at any time on or prior to
                  September 30 of any year, elect to defer under this Program
                  receipt of all, or such portion as he may designate, of his
                  Incentive Compensation for the Fiscal Year beginning after the
                  election and for subsequent Fiscal Years.

V.       ELECTION

         Any election under paragraph IV of this Program shall be made by
written notice delivered to the Vice President-Finance of the Corporation
specifying (i) the Fiscal Year or Years with respect to which the election
should apply, (ii) the amount of compensation, or the method of determining the
compensation, to be deferred for such Fiscal Year or Years and (iii) the time
and manner of payment of the deferred amount as provided in paragraph X below.
Any election made by a director on or after April 26, 1984 shall also specify an
allocation of deferred Directors Fees between the Deferred Compensation Accounts
hereinafter described. A director incumbent on April 26, 1984 may within 30 days
of such date file an election with the Vice President-Finance to allocate the
amounts credited to his Deferred Compensation Account between the accounts
hereinafter described. Except as provided in the immediately preceding sentence,
an election under this Program with respect to any Fiscal Year shall be
irrevocable after the commencement of such Fiscal Year; provided, however, that
any election to defer compensation under this Program may be revoked, and an
allocation between Deferred Compensation Accounts may be modified, as to a
future Fiscal Year or Years by written notice delivered to the Vice
President-Finance of the Corporation prior to the commencement of the Fiscal
Year or Years with respect to which such revocation or reallocation is intended
to apply.

VI.      DEFERRED COMPENSATION ACCOUNTS

         (A)      On the last day of each month in which compensation deferred
                  under this Program would have become payable to the
                  participant in the absence of an election to defer payment
                  thereof, the amount of such compensation shall be credited to
                  or among the accounts which shall be established and
                  maintained for such participant as separate accounts on the
                  Corporation's books. A "Cash Account" and a "Stock Account"
                  shall be maintained for each director; only a Cash Account
                  shall be maintained for each Executive Officer.

         (B)      Amounts to be credited to the Stock Account shall first be
                  converted into stock units. The number of stock units shall be
                  determined by dividing the applicable amount of deferred
                  Directors Fees by the average of the high and low price per
                  share of the Corporation's common stock on the principal stock
                  exchange on which the Corporation's shares were traded on such
                  date. Fractional units shall be credited as such.


                                      -2-
<PAGE>


VII.     INTEREST ON CASH ACCOUNT

         Interest shall be credited to each Cash Account, based upon the average
daily balance in the account during each calendar quarter, at a rate equal to
the rate in effect on the first day of the applicable quarter for ninety day
treasury notes. Interest accrued for each quarter of the Fiscal Year with
respect to a Cash Account shall be credited to that Cash Account as of the first
business day of the next succeeding calendar quarter.

VIII.    DIVIDEND CREDITS

         There shall be credited to each Stock Account additional stock units to
reflect the distribution of dividends on the Corporation's common stock. On the
payment date of any dividend paid other than in the common stock of the
Corporation, there shall be determined the amount of cash, or the fair market
value of property, which would have been paid to a participant had he been, on
the applicable record date, the owner of a number of shares of the Corporation's
common stock equal to the number of stock units in his Stock Account. That
amount shall be converted into stock units in the manner specified in paragraph
VI(B) above and credited to the participant's Stock Account. On the payment date
of any stock dividend, there shall be credited to each participant's Stock
Account a number of stock units equal to the number of shares of the
Corporation's common stock that the participant would have received had he been,
on the applicable record date, the owner of a number of shares of the
Corporation's common stock equal to the number of units in his Stock Account.
Fractional units shall be credited as such.

IX.      RECAPITALIZATION

         If a recapitalization of the Corporation occurs and the number of the
Corporation's outstanding shares of common stock is reduced or increased, the
number of stock units in each Stock Account shall be adjusted accordingly.

X.       PAYMENT OF DEFERRED COMPENSATION

         Amounts credited to a participant's Deferred Compensation Accounts
shall be distributed to him at such time and in such manner as the participant
chooses at the time of making the election referred to in paragraph IV above.
Specifically, the participant may elect to have the deferred amounts paid (a)
either after the participant ceases to be a director or Executive Officer of the
Corporation or at such future time as the participant may select, and (b) either
in a lump sum or in annual installments over a period not to exceed ten calendar
years. In the event a participant ceases to be a director or Executive Officer
of the Corporation and becomes a proprietor, officer, partner, employee or
otherwise becomes affiliated with any business that is in competition with the
Corporation, the entire balance in his Deferred Compensation Accounts may, if
directed by the Committee, in its sole discretion, be paid immediately to him in
a lump sum. Amounts credited to a Cash Account shall be distributed in cash.
Units credited to the Stock Account shall customarily be distributed in an equal
number of shares of common stock of the Corporation. A fractional unit shall be
rounded to the next full unit prior to distribution. The amount of any annual
installment payable to a participant from the Cash Account shall be determined
by dividing the unpaid balance of the participant's Cash Account by the number
of installments (including the current installment) remaining to be paid. Until
a Cash Account has been completely distributed, the unpaid balance thereof shall
bear interest as provided in paragraph VII above. The amount of any annual
installment payable to a participant from the Stock Account shall be determined
by dividing the number of undistributed stock units in the participant's Stock
Account by the number of


                                      -3-
<PAGE>

installments (including the current installment) remaining to be paid. Until a
Stock Account has been completely distributed, dividends shall be credited to it
as provided in paragraph VIII above and the provisions of paragraph IX shall
continue to apply. Notwithstanding the foregoing, the Committee, in its sole
discretion may determine to distribute, in lieu of shares of stock, the cash
value of stock units credited to a Stock Account. The cash value of each such
unit shall be equal to the average of the high and low price per share of the
Corporation's common stock on the principal stock exchange on which such shares
are traded on the last business day preceding the date of distribution.

         In the event a participant dies prior to receiving payment of the
entire amount of his Deferred Compensation Accounts, the unpaid balance shall be
paid to such beneficiary or beneficiaries as the participant may have designated
in writing to the Vice President-Finance of the Corporation as the beneficiary
or beneficiaries to receive any post-death distribution under this Program or,
in the absence of a written designation, to his legal representative or
beneficiary or beneficiaries designated in his last will to receive such
distributions. Distributions subsequent to the death of a participant may be
made either in a lump sum or in installments in such amounts and over such
period, not exceeding ten years from the date of death, as the Committee may
direct.

XI.      FINANCIAL EMERGENCIES

         At any time before payment in full of his Deferred Compensation
Accounts a participant may submit a written request to the Committee that any
part or all of his Deferred Compensation Accounts be paid to him because of a
financial emergency. The request shall describe the nature of such emergency and
the amount required therefor. The Committee in its sole discretion shall
determine whether and in what manner payment of the amount requested shall be
made.

XII.     INTEREST OF PARTICIPANT AND BENEFICIARY

         The obligation of the Corporation under the Program to make payments of
amounts reflected in Deferred Compensation Accounts merely constitutes the
unsecured promise of the Corporation to make payments from its general assets or
authorized but unissued Capital Stock as provided herein, and no participant or
beneficiary shall have any interest in, or a lien or prior claim upon, any
property of the Corporation or any subsidiary of the Corporation. Deferred
Compensation Accounts maintained for purposes of this Program shall merely
constitute bookkeeping records of the Corporation and shall not constitute any
allocation whatsoever of any assets of the Corporation or be deemed to create
any trust or special deposit with respect to any of the Corporation's assets.



                                      -4-
<PAGE>


XIII.    AMENDMENT

         The Board may from time to time amend or terminate the Program,
provided that no amendment or termination of the Program shall adversely affect
the Deferred Compensation Accounts of any participant as they existed
immediately before such amendment or termination or the manner of distribution
thereof, unless such participant shall have consented thereto in writing.

XIV.     EFFECTIVE DATE

         This Program, as amended and restated, shall become effective on April
26, 1984.










                                      -5-