SYPRIS SOLUTIONS, INC.

DIRECTORS COMPENSATION PROGRAM
ADOPTED ON SEPTEMBER 1, 1995 




AMENDED AND RESTATED ON
MARCH 1, 2005




Description of the
Program



          Name.  
The name of this benefit program shall be the “Directors Compensation Program.” 



          Purpose.  
The purpose of the Directors Compensation Program is to enable Sypris Solutions, Inc.
(the “Company”) to attract, retain and motivate experienced directors by providing
compensation that is competitive with compensation offered to directors of other
similarly-situated public corporations in the United States. 



     Eligibility
and Participation.  Only “Eligible Directors,” defined as those
members of the Board of Directors of the Company (the “Board”) who are not
otherwise employed by the Company, its subsidiaries or any affiliate of the Company in any
other capacity, are eligible to participate in the Directors Compensation Program. Any
Eligible Director on the Board as of September 1, 1995 (the “Effective
Date”) and thereafter shall be eligible for compensation under the Directors
Compensation Program. 



          Compensation.  
Eligible Directors shall be compensated as set forth below: 



               (a)     
Initial Election Grants and Annual Grants of Stock Options.  The Company
shall grant each Eligible Director a nonqualified stock option for the purchase
of: (i) up to 10,000 shares of the Company’s common stock, $.01 par value
(the “Common Stock”) at the time the Eligible Director is initially
elected to serve on the Board (the “Initial Election Grant”); and (ii)
up to 6,000 shares of the Company’s Common Stock at each annual
stockholders’ meeting thereafter (the “Annual Grant”), so long as
a Director is continuing to serve as a Director on the date of said annual
stockholders’ meeting. In the event that an Eligible Director is initially
elected to the Board at a time other than the date of the Company’s annual
stockholders’ meeting, he or she shall receive an Annual Grant at the
subsequent annual stockholders’ meeting for a pro rated number of shares to
be determined by multiplying 6,000 by a fraction, the numerator of which shall
be the number of full months which have elapsed since the date of the
Director’s initial election and the next annual stockholders’ meeting
and the denominator of which shall be 12. All such stock options shall be
granted by the Company to the Eligible Directors pursuant to the Company’s
2004 Equity Plan (the “Equity Plan”). Each of the options shall be:
(i) granted on the dates each of the respective Eligible Directors is initially
elected and on the date of each annual stockholders’ meeting; (ii) priced
at the fair market value of the Company’s common stock, as determined in
accordance with the Equity Plan, on the respective date of grant; (iii)
immediately exercisable by each of the Eligible Directors on the respective
dates of grant; and (iv) subject to the terms and conditions of the Equity Plan
and any other terms and conditions which, in accordance with the Equity Plan,
are specified in the applicable Stock Option Agreement entered into by and
between the Company and each of the Eligible Directors. 








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          (b)
Annual Retainer. 



             
      (i)  Amount.  Each Eligible Director
shall receive an annual retainer in the Amount of $20,000 (the “Annual Retainer”).
In the event that an Eligible Director is initially elected to the Board at a time other than the
date of the Company’s annual stockholders’ meeting, he or she shall
receive a prorated Annual Retainer (the “Prorated Annual Retainer”)
the amount of which is to be determined by multiplying $20,000 by a fraction,
the numerator of which shall be the number of full months which have elapsed
since the date of the Director’s initial election to the Board and the next
annual stockholders’ meeting and the denominator of which shall be 12. 



             
      (ii)  Payment.  The Annual Retainer
or the Prorated Annual Retainer, as applicable, shall be earned by the Eligible Directors and paid
by the Company in equal quarterly installments for each Eligible Director. The quarterly installments
of the Annual Retainer or Prorated Annual Retainer shall be payable, together with any attendance fees
(defined below), in arrears by checks issued to each Eligible Director no later than the 15th calendar
day following the end of each of the Company’s fiscal quarters during which the respective Eligible
Director served on the Board. Alternatively, pursuant to Paragraph (d) below,
each Eligible Director may elect to receive his or her Annual Retainer or
Prorated Annual Retainer, together with any attendance fees, in the form of
nonqualified stock options in lieu of cash. 




          (c)
Attendance Fees. 



              
    (i)  Board Meetings.  Each Eligible Director
shall receive the sum of $1,450 for each meeting of the Board he or she attends in person or,
alternatively, the sum of $300 for each meeting of the Board in which he or she participates by
telephone (collectively, the “Board Meeting Attendance Fees”). For
purposes of the Directors Compensation Program, “attendance” shall not
include execution of an action by written consent of the Board. Board Meeting
Attendance Fees earned by each Eligible Director during a fiscal quarter shall
be payable, together with the quarterly installment of the Annual Retainer or
Prorated Annual Retainer, by a check issued no later than the 15th calendar day
following the end of the fiscal quarter. Alternatively, pursuant to Paragraph
(d) below, each Eligible Director may elect to receive his or her Board Meeting
Attendance Fees in the form of nonqualified stock options in lieu of cash. 



              
    (ii)  Committee Meetings.  Eligible Directors
are entitled to compensation for attending or participating in meetings of committees of the
Board. Each Eligible Director who attends a committee meeting in person and serves as the
chairperson of the meeting shall receive the sum of $1,500 per meeting, and each of the
other Eligible Directors who attend such a committee meeting in person shall
receive the sum of $1,000 per meeting. Alternatively, each Eligible Director
who, as the chairperson or as a committee member, participates by telephone in
committee meetings of the Board shall receive the sum of $300 per meeting. (All
of the aforementioned fees in this subparagraph shall hereafter be collectively
referred to as the “Committee Meeting Attendance Fees”). For purposes
of the Directors Compensation Program, “attendance” shall not include
execution of an action by written consent for any committee. Committee Meeting
Attendance Fees earned by each Eligible Director during a fiscal quarter shall
be payable, together with the Annual Retainer or Prorated Annual Retainer and
the Board Meeting Attendance Fees, by a check issued to the Eligible Director no
later than the 15th calendar day following the end of the fiscal quarter.
Alternatively, pursuant to Paragraph (d) below, each Eligible Director may elect
to receive his or her Committee Meeting Attendance Fees in the form of
nonqualified stock options in lieu of cash. 








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               (d)
 Form of Payment.  Each Eligible Director may elect to receive his or her
Annual Retainer or Prorated Annual Retainer, Board Meeting Attendance Fees and
Committee Meeting Attendance Fees in the form of nonqualified stock options in
lieu of cash. The election to receive stock options in lieu of cash must be made
by the Eligible Director before each January 1 and shall apply to the sum of the
Annual Retainer, Prorated Annual Retainer, Board Meeting Attendance Fees and
Committee Meeting Attendance Fees (collectively, the “Fees”) earned
during the following calendar year. Eligible Directors initially elected to the
Board other than at an annual stockholders’ meeting shall make the election
no later than 10 calendar days after being elected to the Board and such
election shall apply to Fees earned during the remainder of such calendar year.
An Eligible Director who fails to make a timely election for the first calendar
year such director is eligible to make an election shall be deemed to have
elected to receive Fees in cash. An Eligible Director who fails to make an
election for any subsequent calendar year shall be deemed to have made the same
election such director made for the immediately preceding calendar year. Such
elections, including deemed elections, shall be irrevocable for the calendar
year for which made. 



          Any
stock options issued to an Eligible Director in lieu of cash compensation shall be granted
to the respective Eligible Director pursuant to the Equity Plan on a quarterly basis, with
each grant to be made on the first day following the end of each of the Company’s
fiscal quarters (the “Date of Grant”). The number of shares to be granted under
such options shall be determined by dividing the total of the quarterly installment of the
Annual Retainer or Prorated Annual Retainer, as applicable, plus any Board Meeting
Attendance Fees and any Committee Meeting Attendance Fees earned by the respective
Eligible Director during the previous fiscal quarter by 33% of the fair market value of
the Company’s Common Stock, as determined in accordance with the Equity Plan, on the
Date of Grant. The options shall be: (i) priced at the fair market value of the
Company’s Common Stock, as determined in accordance with the Equity Plan, on the Date
of Grant; (ii) immediately exercisable by each of the Eligible Directors on the respective
date of grant; and (iii) subject to the terms and conditions of the Equity Plan and any
other terms and conditions which, in accordance with the Equity Plan, are specified in the
applicable Stock Option Agreement entered into by and between the Company and each of the
Eligible Directors. 


     Expense Reimbursement.
 Each Eligible Director shall be reimbursed for travel and other expenses incurred in the performance of
his or her duties.



     Administration. 
          The Directors Compensation Program is administered by the Compensation Committee
          of the Board. The Committee members are selected by the Board and have no
          specific term of office. 



     Resignation
from the Board of Directors.  The resignation of any Eligible Director shall
cause such director to be ineligible to receive any amount of the Annual Retainer or
Prorated Annual Retainer installments not yet paid to him or her as of the date of
resignation. Any attendance fees which have been earned by the Eligible Director in
accordance with Paragraph (c) above prior to the date of resignation shall be paid in the
same form and according to the same timetables described in Paragraph (c) above. 



          Program
Termination or Modification.  The Compensation Committee shall review the
Directors Compensation Program on at least an annual basis and may make changes,
alterations or modifications to the program which are deemed to be in the Company’s
best interest. Any change, alteration or modification shall be made by a written
instrument consented to by the Board. The Board may similarly








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terminate the Directors
Compensation Program at any time if, in the judgment of the Board, such termination is in
the Company’s best interest. 



          IN
WITNESS WHEREOF, the Company has caused this Directors Compensation Program to be executed
in its name and on its behalf on March 1, 2005. 






	 	 
	 	SYPRIS SOLUTIONS, INC.


	 	
By:      /s/ Jeffrey T. Gill                    
	 	        Jeffrey T. Gill
        President and CEO













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