EXHIBIT 10.11

                           RESTRICTED STOCK AGREEMENT

         This Agreement is made as of the 1st day of January, 2002, between
SIFCO INDUSTRIES, INC. (the "Company") and _________________________
("Employee").

         1.       Grant.

                  (a)      Shares. Pursuant to the Company's Key Employee Share
Ownership Program, the Employee has been granted the right to receive _________
________________________ of the Company's common shares, subject to the
restrictions set forth in this Agreement (the "Shares"). Title to the Shares
will vest in the Employee in the number and as of the dates set forth below:

                           Date                   Number of Shares

                  (b)      Issuance of and Dividends on Shares. Certificates for
the Shares will be issued as soon as practicable after title to the Shares vests
with the Employee. The Shares will be legended certificates, subject to the
limitations set forth in paragraph 3 below. Prior to vesting of the Shares, the
Employee will not be entitled to dividends or voting rights with respect to such
Shares.

         2.       Forfeiture. In the event of the termination of the Employee's
employment with the Company or its subsidiaries for any reason, the Employee
shall forfeit the right to receive all Shares that have not yet vested under the
program as of the date of the termination.

         3.       Securities Laws. The issuance of all Shares provided for
herein have not been registered under the Securities Act of 1933. The Employee
understands that the Shares are "restricted securities" as defined in Rule 144
of the Act and that any resale, transfer or other disposition of the Shares will
be accomplished only in compliance with Rule 144 of the Act or other applicable
rules and regulations thereunder. The Company will place on the certificates
evidencing the Shares an appropriate legend reflecting the foregoing and may
refuse to permit transfer of such certificates until it has been furnished with
satisfactory evidence of no violation of the Act or the rules and regulations
thereunder.

         4.       Assignment. This grant may not be assigned, transferred,
pledged or hypothecated and shall not be assignable by operation of law.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and the Employee has executed this Agreement all as of the date first
written above.

                                         SIFCO INDUSTRIES, INC.

                                         By ____________________________________

                                         _______________________________________
                                         EMPLOYEE

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