<PAGE>

                                                                    (FERRO LOGO)

                                  EXHIBIT 10(l)

================================================================================

                                FERRO CORPORATION
                             SUPPLEMENTAL EXECUTIVE
                              DEFINED BENEFIT PLAN

================================================================================

                         Amended and Restated Effective
                                  June 30, 2004

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

                                FERRO CORPORATION
                   SUPPLEMENTAL EXECUTIVE DEFINED BENEFIT PLAN

                                  INTRODUCTION

     This document (this "Plan") is the FERRO CORPORATION SUPPLEMENTAL EXECUTIVE
DEFINED BENEFIT PLAN. This Plan was originally adopted and effective as of
January 1, 1983.

     This Plan is now amended and restated effective June 30, 2004, as follows.

                                    ARTICLE I

                                NAME AND PURPOSE

1.1  Name. The name of this Plan is the "Ferro Corporation Supplemental
     Executive Defined Benefit Plan." (This Plan was previously known as the
     "Ferro Corporation Nonqualified Retirement Plan.")

1.2  Plan Sponsor. The sponsor of this Plan is Ferro Corporation ("Ferro"), an
     Ohio corporation.

1.3  Purpose. This purpose of this Plan is to provide supplemental retirement
     benefits for certain management and highly compensated employees of the
     Ferro Group Companies whose benefits under the Qualified Plan are limited
     by Sections 401(a)(17) and 415 of the Code, so that the aggregate benefits
     provided for each such employee by the Qualified Plan and by this Plan will
     not be less than benefits that would be provided to each such employee by
     the Qualified Plan but for the limitations contained in the Qualified Plan
     to effect compliance with Sections 401(a)(17) and 415 of the Code

1.4  Plan for a Select Group. This Plan covers only employees of a Ferro Group
     Company who are members of a "select group of management or highly
     compensated Participants" as provided in Sections 201(2), 301(a)(3),
     401(a)(1) and 4021(b)(6) of ERISA. Notwithstanding any provision of this
     Plan to the contrary, this Plan will be administered and its benefits
     limited in a manner to comply with the above cited sections of ERISA.

1.5  Not a Funded Plan. Ferro intends that this Plan be deemed to be "unfunded"
     for tax purposes as well as for purposes of Title I of ERISA.
     Notwithstanding any provision of this Plan to the contrary, this Plan will
     be administered in a manner so that it is deemed "unfunded."

                                   ARTICLE II

                         DEFINITIONS AND INTERPRETATION

2.1  Definitions. Appendix A sets forth the definitions of certain terms used in
     this Plan. Those terms shall have the meanings set forth on Appendix A
     where used in this Plan and identified with initial capital letters.


                                       -2-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

2.2  General Rules of Construction. For purposes of interpreting this Plan,

     (A)  the masculine gender will include the feminine and neuter, and vice
          versa, as the context requires;

     (B)  the singular number will include the plural, and vice versa, as the
          context requires;

     (C)  the present tense of a verb will include the past and future tenses,
          and vice versa, as the context requires; and

     (D)  as provided under Article VIII, the Administrator retains the power
          and duty to interpret this Plan and resolve ambiguities.

                                   ARTICLE III

                                  PARTICIPATION

3.1  Eligibility. In order to be eligible to participate in this Plan, Ferro
     must determine that an individual is:

     (A)  in a select group of management or highly compensated employees as set
          forth in Section 1.4;

     (B)  a participant in the Qualified Plan; and

     (C)  a participant in the Qualified Plan whose benefit payable under the
          Qualified Plan is limited by the provisions in the Qualified Plan to
          effect compliance with Sections 401(a)(17) or 415 of the Code or the
          elimination of the Regular Compensation Formula under the Qualified
          Plan.

3.2  Participation. An individual who is eligible to participate in this Plan
     will become a Participant in this Plan immediately on the date that he
     satisfies the eligibility requirements in Section 3.1.

                                   ARTICLE IV

                                  PLAN BENEFITS

4.1  Plan Benefits Conditioned on Noncompetition Agreement. The Plan benefits
     set forth in this Article IV payable to Participants whose employment with
     all Ferro Group Companies terminates on or after January 1, 2001, shall be
     conditioned upon (i) Ferro's receipt of a Noncompetition Agreement signed
     by the Participant, and (ii) the Participant's continual compliance with
     the terms and conditions of such Noncompetition Agreement; provided,
     however, the requirement that a Participant sign and continually comply
     with the terms and conditions of such Noncompetition Agreement shall not
     apply to any Participant whose employment terminates either (i) as a result
     of the Participant's death prior to the commencement of Plan benefits, or
     (ii) following a Change in Control. If the Participant fails to so
     continually comply, then all of the Participant's benefits (including,
     without limitation, benefits to such


                                       -3-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     employee's Participant's Qualified Spouse or designated beneficiary or
     beneficiaries) under this Plan shall be automatically forfeited and repaid
     to Ferro as provided in Section 10.19 hereof.

4.2  Normal and Early Retirement. A Participant will receive a normal or early
     retirement benefit in the amount set forth in Section 4.2(A) and in the
     manner and form of payment set forth in Section 4.2(B).

     (A)  Amount. Subject to the provisions of Section 4.4, the Plan benefit
          payable to a Participant upon termination of employment after
          eligibility for an early or normal retirement benefit under the
          Qualified Plan is the excess of (a) the amount of the benefit that
          would have been payable to the Participant under the Qualified Plan
          upon normal or early retirement but for the Qualified Plan limitations
          pertaining to Code Sections 401(a)(17) and 415 and the elimination of
          the Regular Compensation Formula under the Qualified Plan over (b) the
          amount of the benefit that is actually paid, or would be payable, to
          the Participant upon normal or early retirement under the provisions
          of the Qualified Plan. Notwithstanding the foregoing, the calculation
          of an early retirement benefit for a Participant who is a Ferro
          officer elected by Ferro's Board of Directors shall be determined in
          accordance with the early retirement factors in the following column
          labeled "Special Factors" with the result that there shall be no
          benefit reduction due to age for retirement on or after age 60:

<TABLE>
<CAPTION>
EARLY RETIREMENT FACTORS
------------------------
  AGE   SPECIAL FACTORS
  ---   ---------------
<S>     <C>
   65         1.00
   64         1.00
   63         1.00
   62         1.00
   61         1.00
   60         1.00
   59         0.94
   58         0.88
   57         0.82
   56         0.76
   55         0.70
</TABLE>

     (B)  Manner and Form of Payment. The benefit provided under Section 4.2(A)
          for each Participant who terminates employment with a Ferro Group
          Company after eligibility for an early or normal retirement benefit
          under the Qualified Plan, shall be paid in the form of a lump sum cash
          payment that is 50% or 100% of the commuted present value as
          determined by the Qualified Plan's actuary using the Present Value
          Factors of the benefit determined under Section 4.2(A) of this Plan;
          provided such Participant's Qualified Spouse consents in writing to
          such lump sum cash payment. If such Participant's Qualified Spouse
          does not consent to the 100% or 50% commuted present value payment or
          consents to the 50% commuted present value payment, then such


                                       -4-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

          Participant's remaining benefit under this Plan shall be in the form
          of monthly payments paid under the Qualified Plan commencing with the
          month in which benefit payments from the Qualified Plan commence and
          continuing to and including the month in which such employee's death
          occurs, with a minimum guarantee of 120 monthly payments with such
          deceased Participant's Qualified Spouse (or properly designated
          beneficiary or beneficiaries) receiving for the number of months left
          in such 120-month period a monthly benefit under this Plan equal to
          the benefit the deceased Participant was receiving prior to death
          under this Plan. If a deceased Participant's surviving Qualified
          Spouse under the Qualified Plan is the beneficiary of the 120 monthly
          payments, a supplemental monthly benefit under this Plan equal to
          one-half of the monthly benefit under this Plan paid for the 120-month
          period, shall be payable to the surviving Qualified Spouse commencing
          with the month following the later of the date of such employee's
          death or the end of the 120-month period, and continuing to and
          including the month in which the surviving Qualified Spouse's death
          occurs.

4.3  Disability. A Participant will receive a disability benefit in the amount
     set forth in Section 4.3(A) and in the manner and form of payment set forth
     in Section 4.3(B).

     (A)  Amount. If a Participant becomes totally and permanently disabled and
          receives a disability retirement benefit from the Qualified Plan, the
          benefit payable to the Participant under this Plan is a monthly amount
          equal to the excess of (a) the amount of the monthly disability
          retirement benefit under the Qualified Plan that would have been
          payable to the Participant but for the limitations pertaining to Code
          Sections 401(a)(17) and 415 and the elimination of the Regular
          Compensation Formula under the Qualified Plan, over (b) the amount of
          the monthly disability retirement benefit that is actually paid to the
          Participant under the provisions of the Qualified Plan. The monthly
          benefit payable under this Plan terminates upon the earlier of the
          Participant's recovery from the disability, death, or attainment of
          age 65; and, thereafter, the applicable provisions of this Article IV
          shall apply.

     (B)  Manner and Form of Payment. The benefit provided under this Plan for
          each Participant who becomes totally and permanently disabled and
          receives a disability retirement benefit from the Qualified Plan,
          shall be paid in the form of monthly payments payable under the
          Qualified Plan commencing with the month in which benefit payments
          from the Qualified Plan commence and continuing to and including the
          month in which the earlier of the Participant's recovery from the
          disability, his death or attainment of age 65 occurs.

4.4  Death. A Qualified Spouse (or properly designated beneficiary or
     beneficiaries) or Beneficiary will receive a death benefit in the amount
     set forth in Section 4.4(A) and in the manner and form of payment set forth
     in 4.4(B).

     (A)  Amount. If a Participant dies before the commencement of Plan benefits
          under this Plan (other than monthly disability benefits under this
          Plan) and a Primary Death Benefit is payable from the Qualified Plan
          as a result of such employee's death, the benefit payable under this
          Plan to the Participant's Qualified Spouse (or properly designated
          beneficiary or beneficiaries) is the commuted present value of the
          excess of (a) the amount of the Primary Death Benefit, and
          supplemental spouse's benefit if such employee's Qualified Spouse is
          the beneficiary, that would have been payable under the Qualified


                                       -5-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

          Plan but for the limitations pertaining to Code Sections 401(a)(17)
          and 415 and the elimination of the Regular Compensation Formula under
          the Qualified Plan, over (b) the amount of the Primary Death Benefit,
          and supplemental spouse's benefit if such employee's Qualified Spouse
          is the beneficiary, that is actually payable under the provisions of
          the Qualified Plan.

     (B)  Manner and Form of Payment. The benefit provided under this Plan for
          the deceased Participant's Qualified Spouse or properly designated
          beneficiary or beneficiaries shall be paid in the form of a single
          lump sum cash payment that is the commuted present value as determined
          by the Qualified Plan's actuary using the Present Value Factors of the
          benefit determined under Section 4.4(A) of this Plan if the
          Participant's Qualified Spouse (or properly designated beneficiary or
          beneficiaries) consents in writing to such lump sum cash payment. If
          the Participant's Qualified Spouse or properly designated beneficiary
          or beneficiaries does not or do not so consent, then the deceased
          Participant's benefits under this Plan shall be in the form of monthly
          payments commencing with the month in which benefit payments from the
          Qualified Plan commence and continuing for 120 monthly payments with
          the deceased Participant's Qualified Spouse (or properly designated
          beneficiary or beneficiaries) receiving such 120 monthly payments. If
          the deceased Participant's surviving Qualified Spouse is the
          beneficiary of the 120 monthly payments, a supplemental monthly
          benefit under this Plan equal to one-half of the monthly benefit paid
          for the 120-month period shall be payable to the surviving Qualified
          Spouse (if the Qualified Spouse is living at the end of the 120-month
          period) commencing with the month following the end of the 120-month
          period, and continuing to and including the month in which the
          surviving Qualified Spouse's death occurs.

4.5  Other Termination of Employment. A participant will receive a deferred
     vested benefit in the amount set forth in Section 4.5(A) and in the manner
     and form of payment set forth in 4.5(B).

     (A)  Amount. If a Participant terminates employment with all Ferro Group
          Companies other than as provided in Sections 4.2, 4.3, or 4.4 of this
          Plan, the benefit payable to the Participant under this Plan is the
          commuted present value (provided the Participant's Qualified Spouse
          consents as described in Section 4.5(B)) of the excess of (a) the
          amount of the Qualified Plan's deferred vested benefit that the
          Participant would have accrued but for the limitations pertaining to
          Code Sections 401(a)(17) and 415 and the elimination of the Regular
          Compensation Formula under the Qualified Plan over (b) the deferred
          vested benefit that the Participant actually accrued under the
          provisions of the Qualified Plan.

     (B)  Manner and Form of Payment. The benefit provided under this Plan for
          each Participant shall be paid in the form of a single lump sum cash
          payment that is the commuted present value as determined by the
          Qualified Plan's actuary using the Present Value Factors of the
          benefit determined under Section 4.5(A) if the Participant's Qualified
          Spouse consents in writing to such lump sum cash payment. If the
          Participant's Qualified Spouse does not consent, the Participant's
          benefits under this Plan shall be in the form of monthly payments
          commencing with the month in which benefit payments from the Qualified
          Plan commence and continuing to and including the month in which the
          Participant's death occurs, with a minimum guarantee of 120 monthly
          payments


                                       -6-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

          with the deceased Participant's Qualified Spouse (or properly
          designated beneficiaries or beneficiary) receiving for the number of
          months left in such 120-month period a monthly benefit under this Plan
          equal to the benefit the deceased Participant was receiving prior to
          death. If the deceased Participant's surviving Qualified Spouse under
          the Qualified Plan is the beneficiary of the 120 monthly payments, a
          supplemental monthly benefit under this Plan equal to one-half of the
          monthly benefit under this Plan paid for the 120-month period shall be
          payable to the surviving Qualified Spouse commencing with the month
          following the later of the date of the Participant's death or the end
          of the 120-month period, and continuing to and including the month in
          which the surviving Qualified Spouse's death occurs.

4.6  Discretionary Benefit Increases. Ferro reserves the right, in its sole
     discretion and determination, to increase the amount of benefits payable to
     any person under this Plan to offset United States federal estate taxes
     withheld or paid from benefit payments under this Plan to Qualified Spouses
     who are not citizens of the United States.

4.7  Discretionary Commutation of Benefits. Notwithstanding anything contained
     in this Plan to the contrary, Ferro reserves the right, in its sole
     discretion, to commute any benefits that are being paid in the form of
     monthly payments, and to pay, in lieu of the monthly payments, a single,
     lump sum cash payment equal to the present value of a person's monthly
     benefit payments, as determined by the Qualified Plan's actuary, using the
     Present Value Factors.

4.8  Change in Control. If a Change in Control occurs, then all of the
     obligations of Ferro under this Plan shall continue to be enforceable
     against Ferro and any successor. Notwithstanding any provision of Article
     IV to the contrary, if any person entitled to benefits under this Plan is
     not actively employed by a Ferro Group Company at the time a Change in
     Control occurs, that person shall immediately receive a single, lump sum
     cash payment equal to the commuted present value of that person's monthly
     benefit payments under this Plan (whether or not such are then in pay
     status), as determined by the Qualified Plan's actuary, using the Present
     Value Factors.

4.9  Protective Distributions. If the Administrator determines, in its sole
     discretion, that a Participant is not, or may not be, a member of a "select
     group of management or highly compensated employees" within the meaning of
     Section 201(2), 301(a)(3), 401(a)(1) or 4021(b)(6) of ERISA, then the
     Administrator may, in its sole discretion, terminate the Participant's
     participation in this Plan, and distribute all benefit amounts under this
     Plan in a single lump sum payment equal to the commuted present value of
     that person's monthly benefit payments under this Plan (whether or not they
     are then in pay status), as determined by the Qualified Plan's actuary,
     using the Present Value Factors. Any distribution under this Section will
     be made at the time the Administrator determines in its sole discretion.

4.10 Tax Withholding. A Ferro Group Company may withhold, from any payment made
     by it under this Plan, the amount or amounts as may be required for
     purposes of complying with the tax withholding or other provisions of the
     Code or the Social Security Act or any state or local income or employment
     tax act or for purposes of paying any estate, inheritance or other tax
     attributable to any amounts payable hereunder.

4.11 Inability to Locate Participant. If a Ferro Group Company or the
     Administrator notifies a Participant or a Qualified Spouse (or properly
     designated beneficiary or beneficiaries)


                                       -7-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     of an entitlement to an amount under this Plan and the Participant or the
     Qualified Spouse (or properly designated beneficiary or beneficiaries)
     fails to claim the amount or to disclose the location of the Participant or
     the Qualified Spouse (or properly designated beneficiary or beneficiaries)
     within three years thereafter, then, except as otherwise required by law,
     if the location of one or more of the next of kin of the Participant or the
     Qualified Spouse (or properly designated beneficiary or beneficiaries) is
     known to the Ferro Group Company or the Administrator, the Administrator
     may direct distribution of the amount to any one or more or all of the next
     of kin, and in such proportions as the Administrator, in its sole
     discretion, determines. If the location of none of the foregoing persons
     can be determined, the Administrator will direct that the amount payable to
     the Participant or the Qualified Spouse (or properly designated beneficiary
     or beneficiaries) be forfeited. If, after the forfeiture, the Participant
     or the Qualified Spouse (or properly designated beneficiary or
     beneficiaries) later claims the benefit under this Plan, then the benefit
     will be reinstated without interest or earnings from the date of
     forfeiture. If a benefit payable to a Participant or a Qualified Spouse (or
     properly designated beneficiary or beneficiaries) that cannot be located is
     subject to escheat under state law, then no further benefit will be payable
     with respect to any Participant for whom payment was made by the
     Administrator according to the escheat provisions of state law.

                                   ARTICLE V

                             RIGHTS OF PARTICIPANTS

5.1  Creditor Status of Participants. The benefits payable under this Plan shall
     be merely an unfunded, unsecured promise of the Ferro Group Company (by
     which the Participant is employed) to make benefit payments in the future
     and shall be liabilities solely against the general assets of such Ferro
     Group Company. Except as may be provided under the terms of a Trust which
     may be established pursuant to Article VI, neither Ferro nor any other
     Ferro Group Company shall be required to segregate, set aside or escrow any
     corporate assets to meet its obligations under this Plan. With respect to
     any benefits payable under this Plan, or a Qualified Spouse (or properly
     designated beneficiary or beneficiaries) will have the status of general
     unsecured creditors of the Ferro Group Company by which the Participant is
     employed, and may look only to that Ferro Group Company and its general
     assets for payment of the benefits.

5.2  Rights with Respect to the Trust. Any trust, and any assets held thereby to
     assist Ferro or other Ferro Group Company in meeting its obligations under
     this Plan, will in no way be deemed to controvert the provisions of Section
     5.1 above.

5.3  Investments. In Ferro's sole discretion, the Ferro Group Companies may
     acquire insurance policies, annuities or other financial vehicles for the
     purpose of providing future assets of the Ferro Group Companies to meet
     their anticipated liabilities under this Plan. Such policies, annuities or
     other investments, shall at all times be and remain unrestricted general
     property and assets of the Ferro Group Companies or property of a trust
     established pursuant to Article VI of this Plan. Participants and Qualified
     Spouses (or properly designated beneficiaries) will have no rights, other
     than as general creditors, with respect to any such policies, annuities or
     other acquired assets.


                                       -8-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

                                   ARTICLE VI

                                      TRUST

6.1  Establishment of Trust. Notwithstanding any other provision or
     interpretation of this Plan, Ferro may establish a Trust in which to hold
     cash, insurance policies or other assets that may be used to make, or
     reimburse Ferro or any other Ferro Group Company for, payments to the
     Participants or Qualified Spouses (or properly designated beneficiary or
     beneficiaries) of all or part of the benefits under this Plan. Any Trust
     assets shall at all times remain subject to the claims of general creditors
     of Ferro or the Ferro Group Company in the event of the insolvency of Ferro
     or the Ferro Group Company as more fully described in the Trust.

6.2  Obligation of Ferro. Notwithstanding the fact that a Trust may be
     established under Section 6.1, the Ferro Group Companies shall remain
     liable for paying the benefits under this Plan. However, any payment of
     benefits to a Participant or a Qualified Spouse (or a properly designated
     beneficiary or beneficiaries) made by a Trust will satisfy the appropriate
     Ferro Group Company's obligation to make payment to such person under this
     Plan.

6.3  Trust Terms. A Trust established under Section 6.1 may contain any terms as
     Ferro may determine to be necessary or desirable. Ferro may terminate or
     amend a Trust established under Section 6.1 at any time, and in any manner
     it deems necessary or desirable, subject to the terms of any agreement
     under which any Trust is established or maintained.

                                   ARTICLE VII

                       ADMINISTRATION AND CLAIMS PROCEDURE

7.1  Administrator. The Administrator will be Ferro, acting by and through
     Ferro's Corporate Human Resources Department, unless the Board of
     Directors, acting itself or through an appropriate committee designates
     otherwise.

7.2  General Rights, Powers, and Duties of Administrator. The Administrator will
     be the Plan Administrator under ERISA. The Administrator will be
     responsible for the general administration of this Plan and will have all
     powers as may be necessary to carry out the provisions of this Plan and
     may, from time to time, establish rules for the administration of this Plan
     and the transaction of this Plan's business. In addition to any powers,
     rights and duties set forth elsewhere in this Plan, it will have the
     following powers and duties:

     (A)  To enact rules, regulations, and procedures and to prescribe the use
          of such forms as it deems advisable;

     (B)  To appoint or employ agents, attorneys, actuaries, accountants,
          assistants or other persons (who may also be Participants in this Plan
          or be employed by or represent a Ferro Group Company) at the expense
          of the Ferro Group Companies, as it deems necessary to keep its
          records or to assist it in taking any other action authorized or
          required under this Plan;


                                       -9-
<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     (C)  To interpret this Plan, and to resolve ambiguities, inconsistencies
          and omissions, to determine any question of fact, to determine the
          right to benefits of, and the amount of benefits, if any, payable to,
          any person in accordance with the provisions of this Plan and resolve
          all questions arising under this Plan;

     (D)  To administer this Plan in accordance with its terms and any rules and
          regulations it establishes; and

     (E)  To maintain records concerning this Plan as it deems sufficient to
          prepare reports, returns and other information required by this Plan
          or by law; and

     (F)  To direct a Ferro Group Company to pay benefits under this Plan,and to
          give other directions and instructions as may be necessary for the
          proper administration of this Plan.

     Any decision, interpretation or other action made or taken by the
     Administrator arising out of or in connection with this Plan, will be
     within the absolute discretion of the Administrator, and will be final,
     binding and conclusive on Ferro, all other Ferro Group Companies, and all
     Participants, Qualified Spouses and Beneficiaries and their respective
     heirs, executors, administrators, successors and assigns. The
     Administrator's determinations under this Plan need not be uniform, and may
     be made selectively among Participants, whether or not they are similarly
     situated.

7.3  Information to Be Furnished to the Administrator. A Ferro Group Company
     will furnish the Administrator with such data and information as it may
     reasonably require. The records of a Ferro Group Company will be
     determinative of each Participant's period of employment, termination of
     employment, personal data, and data regarding the Participant's benefit
     under the Qualified Plan. Participants, Qualified Spouses (and properly
     designated beneficiaries) will furnish to the Administrator such evidence,
     data or information and execute such documents as the Administrator
     requests.

7.4  Claims for Benefits. A Participant or Qualified Spouse (or properly
     designated beneficiary or beneficiaries) will make all claims for payment
     under his Plan in writing to the Administrator in the manner prescribed by
     the Administrator. The Administrator will process each claim and determine
     entitlement to benefits within 90 days after the Administrator receives a
     completed application for benefits (or within 45 days if the application
     for benefits is based on Disability). If the Administrator needs an
     extension of time for processing, then the Administrator will notify the
     claimant before the end of the initial 90-day or 45-day period (as the case
     may be). The extension notice will indicate the special circumstances
     requiring an extension of time and the date as of which the Administrator
     expects to render the final decision. In no event will such an extension
     exceed 90 days from the end of the initial period (or exceed 30 days from
     the end of the initial period if the claim is based on Disability unless
     notice is again given within the 30-day extended period and the second
     extended period may not exceed an additional 30 days).

7.5  Denial of Benefit. If a claim is wholly or partially denied by the
     Administrator, then the Administrator will notify the claimant of the
     denial of the claim in a writing delivered in person or mailed by first
     class mail to the claimant's last known address. The notice of denial will
     contain:

     (A)  the specific reason or reasons for denial of the claim;


                                      -10-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     (B)  a reference to the relevant Plan provisions upon which the denial is
          based;

     (C)  a description of any additional material or information necessary for
          the claimant to perfect the claim, together with an explanation of why
          the material or information is necessary; and

     (D)  an explanation of this Plan's claim review procedure.

     If no notice is provided, the claim will be deemed denied. The
     interpretations, determinations and decisions of the Administrator will be
     final and binding upon all persons with respect to any right, benefit and
     privilege hereunder, subject to the review procedures set forth in this
     Article.

7.6  Request for Review of a Denial of a Claim for Benefits. Any claimant or any
     authorized representative of the claimant whose claim for benefits under
     this Plan has been denied or deemed denied, in whole or in part, may upon
     written notice to the Appeals Committee request a review by the Appeals
     Committee of the denial of the claim. The claimant will have 60 days from
     the date the claim is deemed denied or 60 days from receipt of the notice
     denying the claim, as the case may be (or, in the case of a claim for
     benefits based upon Disability, 180 days from the date the claim is deemed
     denied or 180 days from receipt of the notice denying the claim, as the
     case may be), in which to request a review by written application delivered
     to the Appeals Committee, which must specify the relief requested and the
     reason such claimant believes the denial should be reversed.

7.7  Appeals Procedure. The Appeals Committee will review the facts and relevant
     documents including this Plan, and interpret the facts and relevant
     documents including this Plan to render a decision on the claim. The review
     may be of written briefs submitted by the claimant, or at a hearing, or by
     both, as deemed necessary or appropriate by the Appeals Committee. Any
     hearing will be held in the main office of Ferro, or such other location as
     the Appeals Committee may select, on the date and at the time as the
     Appeals Committee designates by giving at least 15-days' notice to the
     claimant, unless the claimant accepts shorter notice. The notice will
     specify that the claimant must indicate in writing, at least five days in
     advance of the hearing, the claimant's intention to appear at the appointed
     time and place, or the hearing will be automatically cancelled. The reply
     will specify any other persons who will accompany the claimant to the
     hearing, or such other persons will not be admitted to the hearing. The
     Appeals Committee will make every effort to schedule the hearing on a day
     and at a time that is convenient to both the claimant and the Appeals
     Committee. The claimant, or his duly authorized representative, may review
     all pertinent documents relating to the claim in preparation for the
     hearing and may submit issues and comments in writing before or during the
     hearing.

7.8  Decision Upon Review of Denial of Claim for Benefits. In making its
     decision, the Appeals Committee will have full power and discretion to
     interpret this Plan, to resolve ambiguities, inconsistencies and omissions,
     to determine any question of fact, and to determine the right to benefits
     of, and the amount of benefits, if any, payable to, any person in
     accordance with the provisions of this Plan. The Appeals Committee will
     render a decision on the claim reviewed no more than 60 days after the
     receipt of the claimant's request for review (or no more than 45 days where
     the claim is based on Disability), unless special circumstances (such as
     the need to hold a hearing) require an extension of time, in which case the
     60-day period may be extended


                                      -11-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     up to 120 days (or the 45-day period may be extended up to 90 days in the
     case of a claim based on Disability). The Appeals Committee will provide
     written notice of its decision to the claimant within the time frame
     specified. The notice will include the specific reasons for the decision
     and contain specific references to the relevant Plan provisions upon which
     the decision is based. If notice of the decision is not provided within the
     time frame specified, the claim will be deemed denied on review. The
     decision of the Appeals Committee will be final and binding in all respects
     on the Administrator, the Ferro Group Company and claimant involved.

7.9  Establishment of Appeals Committee. The Chief Executive Officer of Ferro
     will appoint three or more persons to serve as members of the Appeals
     Committee. The Chief Executive Officer may appoint one Appeals Committee to
     hear all appeals of denied benefits that arise under this Plan, or may
     appoint a new Appeals Committee each time an Appeals Committee is needed to
     hear an appeal of denied benefits that arises under this Plan. The members
     of the Appeals Committee will remain in office at the will of the Chief
     Executive Officer, and the Chief Executive Officer may remove any of the
     members with or without cause. A member of the Appeals Committee may resign
     upon written notice to the remaining member or members of the Appeals
     Committee and to the Chief Executive Officer, respectively. The fact that a
     person is a Participant or a former Participant or a prospective
     Participant will not disqualify that person from acting as a member of the
     Appeals Committee. No member of the Appeals Committee will be disqualified
     from acting on any question because of the member's interest in the
     question, except that no member of the Appeals Committee may act on any
     claim which the member has brought as a Participant, former Participant,
     Qualified Spouse or beneficiary under this Plan. In case of the death,
     resignation or removal of any member of the Appeals Committee, the
     remaining members will act until a successor-member is appointed by the
     Chief Executive Officer. At the Administrator's request, the Chief
     Executive Officer will notify the Administrator in writing of the names of
     the members of the Appeals Committee, of any and all changes in the
     membership of the Appeals Committee, of the member designated as Chairman,
     and the member designated as Secretary, and of any changes in either
     office. Until notified of a change, the Administrator will be protected in
     assuming that there has been no change in the membership of the Appeals
     Committee or the designation of Chairman or of Secretary since the last
     notification was filed with it. The Administrator will be under no
     obligation at any time to inquire into the membership of the Appeals
     Committee or its officers. All communications to the Appeals Committee will
     be addressed to its Secretary at the address of the Company.

7.10 Operation of the Appeals Committee. On all matters and questions, the
     decision of a majority of the members of the Appeals Committee will govern
     and control. A meeting need not be called or held to make any decision. The
     Appeals Committee will appoint one of its members to act as its Chairman
     and another member to act as Secretary. The terms of office of these
     members will be determined by the Appeals Committee, and the Secretary
     and/or Chairman may be removed by the other members of the Appeals
     Committee for any reason which such other members may deem just and proper.
     The Secretary will do all things directed by the Appeals Committee.
     Although the Appeals Committee will act by decision of a majority of its
     members as provided above, in the absence of written notice to the
     contrary, every person may deal with the Secretary and consider the
     Secretary's acts as having been authorized by the Appeals Committee. Any
     notice served or demand made on the Secretary will be deemed to have been
     served or made upon the Appeals Committee.


                                      -12-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

7.11 Limitation of Duties. Ferro, the other Ferro Group Companies, the
     Administrator, the Appeals Committee and their respective officers,
     members, employees, and agents will have no duty or responsibility under
     this Plan other than the duties and responsibilities expressly assigned or
     delegated to them pursuant to this Plan. None of them will have any duty or
     responsibility with respect to those duties or responsibilities assigned or
     delegated to another.

7.12 Agents. The Administrator and the Appeals Committee may hire any attorneys,
     accountants, actuaries, agents, clerks, and secretaries as it may deem
     desirable in the performance of its duties, any of whom may also be
     advisors to any Ferro Group Company or any subsidiary or affiliated
     company.

7.13 Expenses of Administration. No fee or compensation will be paid to the
     Administrator or any member of the Appeals Committee for their performance
     of services as such. Ferro will bear all other expenses incurred in the
     administration of this Plan except to the extent Ferro determines that the
     expenses are allocable to, and should be paid by, one or more of the Ferro
     Group Companies.

7.14 Indemnification. In addition to whatever rights of indemnification any
     member or employee of the Administrator, the Appeals Committee, Ferro or
     other Ferro Group Company under this Plan may be entitled to under the
     articles of incorporation, regulations or bylaws of the Ferro Group
     Companies, under any provision of law or under any other agreement, the
     Ferro Group Companies will satisfy any liability actually incurred by any
     member or employee including reasonable expenses and attorneys' fees, and
     any judgments, fines, and amounts paid in settlement, in connection with
     any threatened, pending or completed action, suit or proceeding which is
     related to the exercise or failure to exercise by any member or employee
     any powers, authority, responsibilities or discretion provided under this
     Plan or reasonably believed by a member or employee to be provided under
     this Plan, and any action taken by a member or employee in connection with
     such exercise or failure to exercise. This indemnification for all such
     acts taken or omitted is intentionally broad, but will not provide
     indemnification for embezzlement or diversion of Plan funds for the benefit
     of any member or employee. This indemnification will not be provided for
     any claim by a Ferro Group Company or a subsidiary or affiliated company
     thereof against any member or employee. No indemnification will be provided
     to any person who is not an individual.

7.15 Limitation of Administrative Liability. Neither Ferro, any other Ferro
     Group Company, the Administrator, the Appeals Committee nor any of their
     members or employees, will be liable for any act taken by such person or
     entity pursuant to any provision of this Plan except for gross abuse of the
     discretion given them under this Plan. No member of the Administrator or
     Appeals Committee will be liable for the act of any other member. No member
     of the Board of Directors will be liable to any person for any action taken
     or omitted in connection with the administration of this Plan.

7.16 Limitation of Sponsor Liability. Any right or authority exercisable by
     Ferro or Board of Directors pursuant to any provision of this Plan will be
     exercised in Ferro's capacity as sponsor of this Plan, or on behalf of
     Ferro in such capacity, and not in a fiduciary capacity, and may be
     exercised without the approval or consent of any person in a fiduciary
     capacity. Neither Ferro, nor the Board of Directors, nor any of their
     respective officers, members, employees, agents, and delegates, will have
     any liability to any party for its exercise of any such right or authority.


                                      -13-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION

8.1  Amendment, Modification and Termination. Subject to Section 8.3 below, this
     Plan may be amended, modified or terminated by Ferro at any time, or from
     time to time, by action of an appropriate Ferro officer authorized or
     ratified by the Board of Directors, except that no benefit accrued under
     this Plan as of any date shall be reduced by any change made on or after
     such date in either the Qualified Plan or this Plan except to the extent
     such reduction results from (a) an equivalent increase in the benefits
     payable from the Qualified Plan as a result of an increase in the limits
     contained therein to effect compliance with Sections 401(a)(17) or 415 of
     the Code, (b) an equivalent increase in the benefits payable from the
     Qualified Plan as a result of the application of a change in the
     nondiscrimination and permitted disparity regulations under sections
     401(a)(4) or 401(1) of the Code or an amendment of the Qualified Plan after
     December 9, 1994 pertaining thereto, or (c) a decrease in the benefits
     payable from the Qualified Plan as a result of the termination of the
     Qualified Plan under Title IV of ERISA, to the extent such decrease is
     required to comply with the terms of Title IV of ERISA or other applicable
     law or results from a reallocation of assets provided for in Section
     4044(b)(4) of ERISA to prevent the disqualification of the Qualified Plan.
     Subject to the foregoing limitations, both this Plan and the Qualified Plan
     may be amended, restated, terminated or replaced by action of the Board of
     Directors of the Company. It is further understood that any benefits
     payable hereunder are in addition to and not in diminution of any amounts
     payable by the Company under any other plan or contract applicable to a
     Participant.

8.2  Actions Binding on Ferro Group Companies. Any amendments made to this Plan
     will be binding on all the Ferro Group Companies without the approval or
     consent of the Ferro Group Companies other than Ferro. Ferro may, by
     amendment, also terminate this Plan on behalf of all or any one of the
     other Ferro Group Companies in its sole discretion.

8.3  Termination or Amendment After Change in Control. If a Change of Control
     occurs, then, for a period of two (2) calendar years following such Change
     in Control, Ferro may not amend or terminate this Plan without the prior
     written consent of all Participants.

                                   ARTICLE IX

                              FERRO GROUP COMPANIES

9.1  List of Ferro Group Companies. The Ferro Group Companies as of the
     Amendment and Restatement Date are Ferro and the Affiliates of Ferro listed
     on Appendix B to this Plan. Ferro may from time to time add or remove Ferro
     Affiliates from the list of Ferro Group Companies by written action of its
     Chief Executive Officer. The addition or deletion will not require a formal
     amendment to this Plan.

9.2  Delegation of Authority. Ferro is fully empowered to act on behalf of
     itself and the other Ferro Group Companies as it may deem appropriate in
     maintaining this Plan and any Trust. The adoption by Ferro of any amendment
     to this Plan or any Trust,


                                      -14-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     or the termination of this Plan or any Trust, will constitute and
     represent, without any further action on the part of any Ferro Group
     Company, the approval, adoption, ratification or confirmation by each Ferro
     Group Company of any amendment or termination. In addition, the appointment
     of or removal by Ferro of any Administrator, any trustee or other person
     under this Plan or any Trust will constitute and represent, without any
     further action on the part of any Ferro Group Company, the appointment or
     removal by each Ferro Group Company of such person.

                                    ARTICLE X

                                  MISCELLANEOUS

10.1 No Implied Rights. Neither the establishment of this Plan nor any amendment
     of this Plan will be construed as giving any Participant, Beneficiary or
     any other person any legal or equitable right unless the right is
     specifically provided for in this Plan or conferred by specific action of
     Ferro in accordance with the terms and provisions of this Plan. Except as
     expressly provided in this Plan, neither Ferro nor any other Ferro Group
     Company will be required or be liable to make any payment under this Plan.

10.2 No Right to Ferro Group Company Assets. Neither the Participant nor any
     other person will acquire by reason of this Plan any right in or title to
     any assets, funds or property of Ferro or any other Ferro Group Company
     whatsoever including, without limitation, any specific funds, assets or
     other property which Ferro or any other Ferro Group Company, in its sole
     discretion, may set aside in anticipation of a liability hereunder. Any
     benefits which become payable under this Plan will be paid from the general
     assets of the appropriate Ferro Group Company. No assets of Ferro or any
     other Ferro Group Company will be held in any way as collateral security
     for the fulfilling of the obligations of Ferro or the Ferro Group Companies
     under this Plan. No assets of Ferro or any other Ferro Group Company will
     be pledged or otherwise restricted in order to meet the obligations of this
     Plan. The Participant will have only a contractual right to the amounts, if
     any, payable hereunder unsecured by any asset of Ferro or any other Ferro
     Group Company. Nothing contained in this Plan constitutes a guarantee by
     Ferro or any other Ferro Group Company that the assets of Ferro or any
     other Ferro Group Company will be sufficient to pay any benefit to any
     person.

10.3 No Employment Rights Created. This Plan will not be deemed to constitute a
     contract of employment between Ferro or any of the other Ferro Group
     Companies and any Participant, or to confer upon any Participant or
     employee the right to be retained in the service of Ferro or any other
     Ferro Group Company for any period of time, nor shall any provision of this
     Plan restrict the right of Ferro or any other Ferro Group Company to
     discharge or otherwise deal with any Participant or other employees, with
     or without cause. Nothing in this Plan will be construed as fixing or
     regulating the compensation or other benefits payable to any Participant or
     other employee of Ferro or any other Ferro Group Company.

10.4 Offset. If at the time payment is to be made under this Plan the
     Participant or Qualified Spouse (or properly designated beneficiary or
     beneficiaries) or all such individuals are indebted or obligated to a Ferro
     Group Company, then the payment to be made to the Participant or Qualified
     Spouse (or properly designated beneficiary or beneficiaries) or all such
     individuals may, in the discretion of the Administrator at the request of
     the Ferro Group Company, be reduced by the amount of the indebtedness


                                      -15-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     or obligation, provided, however, that an election by the Ferro Group
     Company not to request any reduction will not constitute a waiver of the
     Ferro Group Company's claim for such indebtedness or obligation.

10.5 No Assignment. Neither the Participant nor any other person will have any
     voluntary or involuntary right to commute, sell, assign, pledge,
     anticipate, mortgage or otherwise encumber, transfer, hypothecate or
     convey, in advance of actual receipt of the amount, if any, payable under
     this Plan, or any part of the amount payable from this Plan, and any
     attempt to do so will be void. All benefits under this Plan are expressly
     declared to be unassignable and non-transferable. No part of the benefits
     under this Plan will be, before actual payment, subject to seizure or
     sequestration for the payment of any debts, judgments, alimony or separate
     maintenance owed by the Participant or any other person, or be transferable
     by operation of law in the event of the Participant's or any other person's
     bankruptcy or insolvency.

10.6 Notice. Any notice required or permitted to be given under this Plan will
     be sufficient if in writing and hand delivered, or sent by registered or
     certified mail or by overnight delivery service, and:

     (A)  if given to a Ferro Group Company, delivered to the principal office
          of Ferro, directed to the attention of the General Counsel; or

     (B)  if given to a Participant or Beneficiary, delivered to the last post
          office address as shown on the Ferro Group Company's or the
          Administrator's records.

     Notice will be deemed given as of the date of delivery or, if delivery is
     made by mail, as of the date shown on the postmark or the receipt for
     registration or certification.

10.7 Governing Laws. This Plan will be construed and administered according to
     the internal substantive laws of the State of Ohio to the extent not
     preempted by the laws of the United States of America.

10.8 Incapacity. If the Administrator determines that any Participant or
     Qualified Spouse (or properly designated beneficiary or beneficiaries)
     entitled to payment under this Plan is a minor, a person declared
     incompetent or a person incapable of handling his or her property, the
     Administrator may direct any payment to the guardian, legal representative
     or person having the care and custody of the minor, incompetent or
     incapable person. The Administrator may require proof of minority,
     incompetence, incapacity or guardianship, as it may deem appropriate before
     making any payment. The Administrator will have no obligation thereafter to
     monitor or follow the application of amounts so paid. Payments made
     pursuant to this Section will completely discharge this Plan, any Trust,
     the Administrator, Ferro and all other Ferro Group Companies with respect
     to the payments.

10.9 Court Ordered Distributions. The Administrator is authorized to make any
     payments directed by court order in any action in which this Plan or the
     Administrator is named as a party. In addition, if a court determines that
     a spouse or former spouse or dependent or former dependent of a Participant
     has an interest in the Participant's benefits under this Plan in connection
     with a property settlement or otherwise, the Administrator, in its sole
     discretion, will have the right, notwithstanding any election made by a
     Participant, to immediately distribute the spouse's or former spouse's or
     dependent's or former dependent's interest in the Participant's benefit
     under this Plan to that spouse or former spouse or dependent or former
     dependent.


                                      -16-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

10.10 Administrative Forms. All applications, elections and designations in
     connection with this Plan made by a Participant or Qualified Spouse (or
     properly designated beneficiary or beneficiaries) will become effective
     only when duly executed on forms provided by the Administrator and filed
     with the Administrator.

10.11 Independence of Plan. Except as otherwise expressly provided, this Plan
     will be independent of, and in addition to, any other employee benefit
     agreement or plan or any rights that may exist from time to time under any
     other agreement or plan.

10.12 Responsibility for Legal Effect. Neither Ferro, any other Ferro Group
     Company, the Administrator, nor any officer, member, delegate or agent of
     any of them, makes any representations or warranties, express or implied,
     or assumes any responsibility concerning the legal, tax, or other
     implications or effects of this Plan.

10.13 Successors. The terms and conditions of this Plan will inure to the
     benefit of and bind Ferro, the Ferro Group Companies, the Administrator and
     its members, the Participants, their beneficiaries, and the successors,
     assigns, and personal representatives of any of them.

10.14 Headings and Titles. The Section headings and titles of Articles used in
     this Plan are for convenience of reference only and are not to be
     considered in construing this Plan.

10.15 Appendices. The Appendices to this Plan constitute an integral part of
     this Plan and are hereby incorporated into this Plan by this reference.

10.16 Severability. If any provision or term of this Plan, or any agreement or
     instrument required by the Administrator, is determined by a judicial,
     quasi-judicial or administrative body to be void or not enforceable for any
     reason, all other provisions or terms of this Plan or the agreement or
     instrument will remain in full force and effect and will be enforceable as
     if the void or nonenforceable provision or term had never been a part of
     this Plan, or the agreement or instrument.

10.17 Actions by Ferro. Except as otherwise provided in this Plan, all actions
     of Ferro under this Plan will be taken by the Board of Directors, and be
     evidenced in a writing executed by an appropriate officer duly authorized.

10.18 Spousal Consent and Release. If, in the opinion of Ferro, any present,
     former or future spouse of an employee, entitled to benefits from this Plan
     shall by reason of law appear to have any interest in the Plan benefits
     that may be or become payable hereunder to such employee, Ferro may as a
     condition precedent to the making of a benefit payment hereunder, require
     such written consent or release as in its discretion it shall determine to
     be necessary, desirable or appropriate either to prevent or avoid any
     conflict or multiplicity of claims, or to protect the rights of any such
     present, former or future spouse with respect to the payment of any
     benefits under this Plan.

10.19 Overpayments and Repayments. If Ferro determines that the benefits
     actually paid under this Plan exceed the benefits that were properly
     payable to an employee or beneficiary pursuant to this Plan, Ferro may, in
     addition to exercising any other legal remedies available, reduce or
     suspend future benefit payments in any manner that Ferro in its sole
     discretion deems equitable. If a Participant fails to continually comply


                                      -17-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     with the terms and conditions of the Noncompetition Agreement, then such
     Participant (or, if applicable, such Participant's Qualified Spouse or
     properly designated beneficiary or beneficiaries) shall, upon written
     demand by Ferro, immediately repay to Ferro all payments theretofore
     received by the Participant (or, if applicable, such Participant's
     Qualified Spouse or properly designated beneficiary or beneficiaries) under
     this Plan.

10.20 References to Sections of Law and Certain Defined Terms. For purposes of
     this Plan:

     (A)  References in this Plan to the Code are to the Internal Revenue Code
          of 1986, as heretofore and hereafter amended, and to similar provision
          of subsequent federal law.

     (B)  References in this Plan to ERISA are to the Employee Retirement Income
          Security Act of 1974, as heretofore and hereafter amended, and to
          similar provisions of subsequent law.

     (C)  References in this Plan to Qualified Spouse refer to the Qualified
          Plan's defined term of "Qualified Spouse."

     (D)  References in this Plan and to Regular Compensation Formula refer to
          the normal retirement benefit formula set forth in Section 5.5(a) of
          the Qualified Plan prior to its elimination by amendment to the
          Qualified Plan executed December 19, 1990 and effective December 31,
          1989; however, for purposes of this Plan

          (1)  the term "regular compensation" under the Regular Compensation
               Formula shall include

               (a)  Performance Share Plan awards which are awarded before
                    January 1, 2004,

               (b)  amounts payable under other agreements or arrangements by
                    reason of the proration or forfeiture of pre-January 1, 2004
                    Performance Share Plan awards, and

               (c)  awards or compensation under any other Company incentive,
                    reward or performance program or plan (which incentive,
                    reward or performance program or plan was in existence prior
                    to January 1, 2001) that was includable in "regular
                    compensation" under the terms of the Plan document in effect
                    prior to January 1, 2001;

          (2)  amounts of deferred compensation and Performance Share Plan
               awards shall be included in the year in which such amounts are
               earned and not in the year to which such Performance Share Plan
               awards are deferred or in which such Performance Share Plan
               awards are paid;

          (3)  amounts payable under clause (b) of item (1) above shall be
               included in the year paid, and

          (4)  except as otherwise provided above, unless the Governance,
               Nomination & Compensation Committee of the Board of Directors of
               the Company


                                      -18-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

               determines otherwise, the term "regular compensation" under the
               Regular Compensation Formula shall not include awards or
               compensation under any Company incentive, reward or performance
               program or plan.

     (E)  References in this Plan to "properly designated beneficiary or
          beneficiaries" means the beneficiary or beneficiaries named in a
          written beneficiary designation by an employee participant (delivered
          to the Company prior to such employee's death in a form acceptable to
          the Company) with the written consent of the Qualified Spouse thereto;
          provided, however, that if a deceased employee is not survived by a
          Qualified Spouse and has not delivered such a written beneficiary
          designation to the Company prior to death, then the phrase "properly
          designated beneficiary or beneficiaries" means the beneficiary or
          beneficiaries of such deceased employee's Qualified Plan benefit or,
          if none, such deceased employee's estate.

     To evidence this amended and restated FERRO CORPORATION SUPPLEMENTAL
EXECUTIVE DEFINED BENEFIT PLAN, Ferro Corporation, as Plan sponsor, has caused
this document to be executed by its duly authorized officers as of this 30th day
of June, 2004.

                                        FERRO CORPORATION


                                        By: /s/ James C. Bays
                                            ------------------------------------
                                            James C. Bays
                                            Vice President & General Counsel


                                      -19-
<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004
                                                                      Appendix A

                                   DEFINITIONS

     For purposes of this Plan, the following terms have the meanings set forth
below where used in this Plan and identified with initial capital letters:

<TABLE>
<CAPTION>
            TERM                                    MEANING
            ----                                    -------
<S>                           <C>
Administrator                 As defined in Section 7.1 of this Plan.

Affiliate                     Any entity which is a member of a controlled group
                              of corporations with the Company under Section
                              414(b) of the Code, under common control with the
                              Company under Section 414(c) of the Code, a member
                              of an affiliated service group with the Company
                              under Section 414(m) of the Code, or otherwise
                              required to be aggregated with the Company under
                              Section 414(o) of the Code.

Amendment and Restatement
Date                          June 30, 2004.

Beneficial Owner              "Beneficial owner" within the meaning of Rule
                              13d-3 under the Exchange Act.

Board of Directors            Ferro's Board of Directors.

Change in Control             A change in the control of Ferro that is required
                              to be reported in response to Item 6(e) of
                              Schedule 14A of Regulation 14A promulgated under
                              the Exchange Act. For purposes of this definition,
                              a Change in Control will be deemed to have
                              occurred if and when:

                              (a)  any "person" (as such term is used in
                                   Sections 13(d)(3) and 14(d)(2) of the
                                   Exchange Act) is or becomes the beneficial
                                   owner, directly or indirectly, of securities
                                   of Ferro representing twenty-five percent
                                   (25%) or more of the combined voting power of
                                   Ferro's outstanding voting securities; or

                              (b)  during any period of two consecutive years,
                                   the individuals set forth below in
                                   sub-paragraph (1) and (2) cease for any
                                   reason to constitute at least a majority of
                                   the Board of Directors:

                                   (1)  the individuals who at the beginning of
                                        such period constituted the Board of
                                        Directors, and
</TABLE>


                                       -i-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004
                                                                      Appendix A

<TABLE>
<CAPTION>
            TERM                                    MEANING
            ----                                    -------
<S>                           <C>
                                   (2)  any new director (other than a director
                                        designated by a person who has entered
                                        into an agreement or arrangement with
                                        Ferro to effect a transaction described
                                        in clause (a) or (c) of this definition)
                                        whose appointment, election, or
                                        nomination for election by Ferro's
                                        shareholders, was approved by a vote of
                                        at least two-thirds of the directors
                                        then still in office who either were
                                        directors at the beginning of the period
                                        or whose appointment, election or
                                        nomination for election was previously
                                        so approved; or

                              (c)  a merger or consolidation of Ferro or one of
                                   its subsidiaries is consummated with or into
                                   any other corporation, other than a merger or
                                   consolidation which would result in the
                                   holders of the voting securities of Ferro
                                   outstanding immediately prior thereto holding
                                   securities which represent immediately after
                                   such merger or consolidation more than 50% of
                                   the combined voting power of the voting
                                   securities of either Ferro or the other
                                   entity which survives such merger or
                                   consolidation or the parent of the entity
                                   which survives such merger or consolidation;
                                   or

                              (d)  a sale or disposition by Ferro of all or
                                   substantially all Ferro's assets is
                                   consummated.

Code                          The Internal Revenue Code of 1986, as amended, and
                              any lawful regulations or other pronouncements
                              promulgated that Code.

Disability                    Any disability that qualifies a Participant for
                              payment of benefits under the Qualified Plan.

ERISA                         The Employee Retirement Income Security Act of
                              1974, as amended, and any lawful regulations or
                              pronouncements issued under that Act.

Exchange Act                  The Securities Exchange Act of 1934, as amended,
                              and any lawful regulations or pronouncements
                              issued under that Act.

Ferro                         As defined in Section 1.2 of this Plan. Such term
                              also includes any successor corporation or
                              business organization that subsequently assumes
                              Ferro's duties and obligations under this Plan.
</TABLE>


                                      -ii-
<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004
                                                                      Appendix A

<TABLE>
<CAPTION>
            TERM                                    MEANING
            ----                                    -------
<S>                           <C>
Ferro Group Companies         As defined in Section 9.1 of this Plan.

Noncompetition Agreement      A noncompetition, nonsolicitation,
                              nondisparagement and confidentiality agreement in
                              a form specified by Ferro.

Participant                   As defined in Section 3.2 of this Plan.

Person                        A "person" as defined under Section 3(a)(9) of the
                              Exchange Act as modified and used in Sections
                              13(d) and 14(d) of the Exchange Act, excluding:

                              (a)  Ferro or any of its subsidiaries;

                              (b)  a trustee or other fiduciary holding
                                   securities under an employee benefit plan of
                                   the Company (or of any of its affiliates as
                                   defined under Rule 12b-2 under Section 12 of
                                   the Exchange Act);

                              (c)  an underwriter temporarily holding securities
                                   pursuant to an offering of such securities;
                                   or

                              (d)  a corporation owned, directly or indirectly,
                                   by the shareholders of Ferro in substantially
                                   the same proportion as their ownership of the
                                   stock of Ferro.

this Plan                     As defined in the Introduction to this Plan.

Plan Year                     The calendar year.

Present Value Factors         As used in this Plan, the term Present Value
                              Factors means the following:

                              (a)  For so long as the Pension Benefit Guaranty
                                   Corporation ("PBGC") publishes interest
                                   rates, present value shall be calculated
                                   using the interest rate, in effect on the
                                   last day of the calendar quarter preceding
                                   the date of the Participant's termination of
                                   employment date with all Ferro Group
                                   Companies, that would be used by the PBGC in
                                   determining the present value of a lump sum
                                   distribution in a termination of a
                                   tax-qualified defined benefit pension plan
                                   and the UP 1984 Mortality Table; and
</TABLE>


                                     -iii-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004
                                                                      Appendix A

<TABLE>
<CAPTION>
            TERM                                    MEANING
            ----                                    -------
<S>                           <C>
                              (b)  When the PBGC ceases to publish interest
                                   rates, present value shall be calculated
                                   using an interest rate that is one percent
                                   (1%) less than the interest rate on 10-year
                                   Treasury securities (rounded to the nearest
                                   quarter percent) published by the Board of
                                   Governors of the Federal Reserve System and
                                   in effect on the last day of the calendar
                                   quarter preceding the date of the
                                   Participant's termination of employment date
                                   with all Ferro Group Companies and the
                                   applicable mortality table under Code Section
                                   417(e)(3) prescribed by the Secretary of the
                                   Treasury based on the prevailing insurance
                                   commissioners' standard table used to
                                   determine reserves for group annuity
                                   contracts issued on the date as of which
                                   present value is being determined. Currently,
                                   the prevailing insurance commissioners'
                                   standard table is the 1983 Group Annuity
                                   Mortality Table.

Primary Death Benefit         The "primary death benefit" provided under the
                              Qualified Plan.

Qualified Plan                The Ferro Corporation Retirement Plan, Plan Number
                              001, as heretofore amended and as hereafter may be
                              amended or amended and restated, together with any
                              successor plan to which the liabilities thereunder
                              may be transferred

Qualified Spouse              As defined in the Qualified Plan.

Termination of Employment     A Participant's cessation of service with Ferro
                              and the other Ferro Group Companies, including
                              subsidiaries and affiliates of the foregoing, for
                              any reason whatsoever, whether voluntarily or
                              involuntarily, including by reason of retirement,
                              death, or Disability.

Trust                         The trust, if any, established pursuant to Section
                              6.1 of this Plan.
</TABLE>


                                      -iv-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004
                                                                      Appendix B

                              FERRO GROUP COMPANIES

     The following are the Ferro Group Companies:

                                Ferro Corporation

                                    FEM Inc.

                         Ferro Glass & Color Corporation

                       Ferro International Services, Inc.

                       Ferro Pfanstiehl Laboratories, Inc.