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                                                                    (FERRO LOGO)

                                  EXHIBIT 10(j)

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                                FERRO CORPORATION
                             SUPPLEMENTAL EXECUTIVE
                            DEFINED CONTRIBUTION PLAN

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                         Amended and Restated Effective
                                  June 30, 2004

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                                                         As Amended and Restated
                                                                   June 30, 2004

                                FERRO CORPORATION
                     SUPPLEMENTAL DEFINED CONTRIBUTION PLAN

                                  INTRODUCTION

     This document (this "Plan") is the FERRO CORPORATION SUPPLEMENTAL EXECUTIVE
DEFINED CONTRIBUTION PLAN. This Plan was originally adopted and effective as of
January 1, 1996.

     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 Contribution 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 replace, under the conditions set
     forth in this Plan, certain benefits that select management and highly
     compensated employees of the Ferro Group Companies cannot receive under
     Ferro Corporation Savings and Stock Ownership Plan due to limitations
     imposed by the Internal Revenue Code or by plan design.

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 employees" 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.

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


                                       -2-

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                                                         As Amended and Restated
                                                                   June 30, 2004

     (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, an
     individual must be a Highly Compensated Employee.

3.2  Participation. A Highly Compensated Employee will become a Participant in
     this Plan on the January 1 immediately following the date he or she becomes
     a Highly Compensated Employee.

                                   ARTICLE IV

                      SUPPLEMENTAL MATCHING CONTRIBUTIONS,
                    SUPPLEMENTAL BASIC PENSION CONTRIBUTIONS,
                                  AND ACCOUNTS

4.1  Eligibility for Supplemental Matching Contributions. Each Plan Year a
     Supplemental Matching Contribution will be credited to the Account of each
     Participant who is eligible. A Participant will be eligible if the
     Participant:

     (A)  made the maximum 401(k) Contributions permitted under the Ferro SSOP
          during the Plan Year, and

     (B)  either:

          (1)  was employed by a Ferro Group Company on the last day of the Plan
               Year,

          (2)  died during the Plan Year,

          (3)  retired and began receiving pension benefits under the Ferro
               Corporation Retirement Plan during the Plan Year (or, if not a
               participant in the Ferro Corporation Retirement Plan, terminated
               employment after attaining age 55 and 5 Years of Vesting Service
               during the Plan Year), or

          (4)  incurred a Disability during the Plan Year.


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                                                         As Amended and Restated
                                                                   June 30, 2004

4.2  Amount of Supplemental Matching Contributions. An Eligible Participant will
     receive a Supplemental Matching Contribution on the last day of the Plan
     Year equal to A minus B, where:

     (A)  "A" equals the amount of matching contribution that would have been
          contributed to the Participant's account under the Ferro SSOP for the
          Plan Year if the Participant elected to make 401(k) Contributions
          equal to eight percent (8%) of Compensation and the Code provisions
          allowed and did not impose a limit on such 401(k) Contributions or
          matching contributions; and

     (B)  "B" equals the amount of matching contributions actually contributed
          to the Participant's account under the Ferro SSOP for the Plan Year.

4.3  Eligibility for Supplemental Basic Pension Contributions. Each Plan Year a
     Supplemental Basic Pension Contribution will be credited to the Account of
     each Participant who is eligible. A Participant will be eligible if the
     Participant received a Basic Pension Contribution under the Ferro SSOP
     during the Plan Year.

4.4  Amount of Supplemental Basic Pension Contributions. An eligible Participant
     will receive a Supplemental Basic Pension Contribution on the last day of
     the Plan Year equal to A minus B, where:

     (A)  "A" equals the amount of Basic Pension Contribution that would have
          been contributed to the Participant's account under the Ferro SSOP for
          the Plan Year on the basis of the Participant's Compensation not
          limited by Code provisions; and

     (B)  "B" equals the amount of Basic Pension Contributions actually
          contributed to the Participant's account under the Ferro SSOP for the
          Plan Year.

4.5  Establishment of Account. Each Ferro Group Company will establish an
     Account in the name of each Participant who is employed by it on the books
     and records of the Ferro Group Company. All amounts credited to the Account
     of any Participant or former Participant will constitute a general,
     unsecured liability of such Ferro Group Company to the Participant. The
     Ferro Group Company will maintain a separate Account for contributions
     credited to the Participant prior to 2001 as may be necessary for the
     deemed investment of the Participant's Account as provided under Section
     6.4 below.

4.6  Crediting of Earnings. The Ferro Group Company will credit the Account of
     each Participant who is or was its employee with earnings, gains and losses
     in accordance with the deemed investment of the Supplemental Matching
     Contributions and Supplemental Basic Pension Contributions as provided
     under Section 6.4 below.

4.7  Vesting of Account. A Participant will become vested in his or her Account
     in accordance with the following schedule:


                                       -4-

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                                                         As Amended and Restated
                                                                   June 30, 2004

<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE   PERCENTAGE VESTED
------------------------   -----------------
<S>                        <C>
Less than 1 year                    0%
1 year, but less than 2            20%
2 years, but less than 3           40%
3 years, but less than 4           60%
4 years, but less than 5           80%
5 years or more                   100%
</TABLE>

     The prior provisions notwithstanding, a Participant who has not incurred a
     Termination of Employment will be 100% vested in the Account upon the first
     to occur of: (a) the Participant's attainment of age 65, (b) the
     Participant's incurring a Disability, (c) the Participant's death, or (d) a
     Change of Control.

                                    ARTICLE V

                          BENEFITS; PAYMENT OF BENEFITS

5.1  Date of Distribution. Distribution of the vested portion of the
     Participant's Account will be made as soon as practicable after the earlier
     of the Participant's Termination of Employment, Disability or Death.

5.2  Form of Distribution. Distribution will be in the form of a single lump sum
     payment. The portion of the Participant's Account deemed to be invested in
     the Ferro Common Stock Account under Section 6.4 will be distributed in the
     form of Ferro Common Stock unless the Participant elects to receive payment
     of that portion in cash. The portion of the Participant's Account deemed to
     be invested in the cash account under Section 6.4 will be distributed in
     the form of cash.

5.3  Valuation of Distributions. All distributions under this Plan will be based
     upon the amount credited to the Participant's Account as of the last day of
     the month in which occurs the Participant's Termination of Employment,
     Death, or commencement of long-term disability benefits on account of a
     determination of Disability under a Ferro Group Company long-term
     disability plan. Such date shall be the Valuation Date for this purpose.

5.4  Death. In the event of Death, the Participant's remaining vested interest
     in the Account will be distributed to the Participant's Beneficiary.

5.5  Administration of Distributions. Distributions under this Plan will be made
     as soon as administratively possible following receipt of notice by the
     Administrator of an event that entitles a Participant or a Beneficiary to
     payments under this Plan and completion by the Participant or Beneficiary
     of any forms required by the Administrator.

5.6  Designation of Beneficiary. Subject to the rules and procedures promulgated
     by the Administrator, a Participant may sign a document designating a
     Beneficiary or Beneficiaries. If a Participant fails to designate any
     Beneficiary in accordance with the


                                       -5-

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                                                         As Amended and Restated
                                                                   June 30, 2004

     provisions of this Section, then the Beneficiary will be deemed to be the
     Participant's beneficiary under the Ferro SSOP.

5.7  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 amounts credited to the
     Participant's Account in a single lump sum payment. Any distribution under
     this Section will be made at the time the Administrator determines in its
     sole discretion.

5.8  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.

5.9  Inability to Locate Participant. If a Ferro Group Company or the
     Administrator notifies a Participant or Beneficiary of an entitlement to an
     amount under this Plan and the Participant or Beneficiary fails to claim
     the amount or to disclose the location of the Participant or Beneficiary
     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
     Beneficiary 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 Beneficiary be forfeited. If, after the
     forfeiture, the Participant or Beneficiary 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
     Beneficiary 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 VI

                             RIGHTS OF PARTICIPANTS

6.1  Creditor Status of Participants. The Supplemental Matching Contributions
     and Supplemental Basic Pension Contributions credited to a Participant
     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 provided in Section 6.6, Ferro and the other
     Ferro Group Companies shall not be required to segregate, set aside or
     escrow the Supplemental Matching Contributions, Supplemental Basic Pension
     Contributions nor any earnings, gains and losses credited thereon. With
     respect to amounts credited to any Account hereunder and any benefits
     payable hereunder, a Participant and Beneficiary will have the status of
     general unsecured creditors of the Ferro Group Company (by which the
     Participant is employed),


                                       -6-

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                                                         As Amended and Restated
                                                                   June 30, 2004

     and may look only to that Ferro Group Company and its general assets for
     payment of the Account

6.2  Rights with Respect to the Trust. Any trust, and any assets held thereby to
     assist Ferro or any other Ferro Group Company in meeting its obligations
     under this Plan, will in no way be deemed to controvert the provisions of
     Section 6.1 above.

6.3  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 VII of this Plan. Participants and
     Beneficiaries will have no rights, other than as general creditors, with
     respect to any such policies, annuities or other acquired assets.

6.4  Method for Crediting Investment Return. The Ferro Group Company by which
     the Participant is employed will maintain a separate Account for the
     Participant. A Participant's Account is deemed to be invested as follows.

     (A)  Post-2000 Contributions. The Supplemental Matching and Supplemental
          Basic Pension Contributions credited to a Participant's Account after
          December 31, 2000 will be deemed to be invested in Ferro Common Stock
          as of the date the contributions are credited under the Plan. The
          Account will be deemed to receive all dividends (whether in stock or
          cash) and stock splits which would be received if the Account was
          actually invested in shares of Ferro Common Stock, and such dividends
          and stock splits will be deemed to be reinvested in shares of Ferro
          Common Stock as of the date of their receipt. Each investment in Ferro
          Common Stock will be deemed to be made at the closing sale price of
          Ferro Common Stock on the New York Stock Exchange Composite Tape (as
          reported in The Wall Street Journal) on the trading day of the deemed
          investment.

     (B)  Pre-2001 Contributions. Only Supplemental Matching Contributions were
          credited under the Plan prior to 2001. The Supplemental Matching
          Contributions credited to a Participant's Account prior to 2001 will
          be deemed to be invested as of the date the contributions are credited
          under the Plan in a cash account with a rate of return determined by
          Ferro. Prior to the beginning of each Plan Year, Ferro will determine
          the rate of investment credit for the following Plan Year. The prior
          provisions notwithstanding, the Participant was entitled to elect in
          writing, during the special election period provided in 2001, for all
          or a portion of such pre-2001 Supplemental Matching Contributions to
          be deemed to instead be invested in Ferro Common Stock. Under any such
          election, the Supplemental Matching Contributions designated by the
          Participant to be deemed invested in shares of Ferro Common Stock will
          be deemed invested as of the date the contributions were credited
          under the Plan, and otherwise will be valued and credited with
          dividends and stock splits, in the same manner as described in Section
          6.4(A) above.

     (C)  Periodic Adjustment of Accounts. As of each Valuation Date, the
          Participant's Account will be adjusted to reflect earnings and losses
          on the deemed investments. To the extent the Account is deemed to be
          invested in Ferro Common Stock, it will be credited as of each
          Valuation Date with hypothetical


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                                                         As Amended and Restated
                                                                   June 30, 2004

          appreciation and depreciation and earnings, as computed and determined
          by the Administrator based on the value of Ferro Common Stock and its
          dividends, etc., as provided in Section 6.4(A) above. To the extent
          the Participant's Account is deemed to be invested in the cash
          account, it will be credited as of each Valuation Date with
          hypothetical earnings, as computed and determined by the Administrator
          using a rate of interest equal to that determined by Ferro prior to
          the beginning of the Plan Year as provided in Section 6.4(B) above.
          The Administrator will provide each Participant with a statement
          showing the balance credited to the Participant's Account as of the
          last day of the preceding Plan Year, and at such other times as the
          Administrator may elect.

     (D)  Investment Election Changes. Effective July 1, 2004, a Participant may
          elect to change the deemed investment of all or a portion of the
          Participant's Account from a deemed investment in Ferro Common Stock
          to a deemed investment in the cash account (as described in Section
          6.4(A) and (B) above), and vice versa. As of the effective date of a
          Participant's investment election change, the Participant's Account
          will be valued and adjusted in accordance with the procedures set
          forth in the preceding paragraph (C) to reflect the new deemed
          investment(s). Further, the Participant may elect to change the
          initial investment of all or a portion of the Participant's future
          Supplemental Matching Contributions or future Supplemental Basic
          Pension Contributions, or both. Any investment election change by a
          Participant must be made in accordance with, and will be effective as
          provided in, procedures established by the Plan Administrator.
          Notwithstanding any provision of this Section to the contrary,

          (1)  any Participant who is subject to Ferro Common Stock ownership
               requirements must satisfy those requirements both before and
               after any change in the deemed investment of the Participant's
               Account or of future Supplemental Matching or Basic Pension
               Contributions, and

          (2)  no Participant may elect to change the deemed investment of any
               portion of the Participant's Account or of future Supplemental
               Matching or Basic Pension Contributions if the change is
               prohibited by law or if any liability would result to the
               Participant or any Ferro Group Company.

          Unless and until the Participant elects to change or to direct the
          investment of the Participant's Account or future Supplemental
          Matching or Basic Pension Contributions pursuant to this Section
          6.4(D), those amounts will be deemed to be invested as provided in
          Section 6.4(A) and (B) above.

6.5  Bookkeeping Account Only. A Participant's Account is solely for the purpose
     of measuring the amounts to be paid under this Plan. The Ferro Group
     Companies will not fund or secure, and will not be permitted to fund or
     secure, the Account in any way, and the Ferro Group Companies' obligation
     to the Participants under this Plan is solely contractual.


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                                                         As Amended and Restated
                                                                   June 30, 2004

                                   ARTICLE VII

                                      TRUST

7.1  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 Beneficiaries of all or part of the benefits under this
     Plan. Any Trust assets shall at all times remain subject to the claims of
     the 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.

7.2  Obligation of the Ferro Group Companies. Notwithstanding the fact that a
     Trust may be established under Section 7.1, the Ferro Group Companies will
     remain liable for paying the benefits under this Plan. However, any payment
     of benefits to a Participant or Beneficiary made by a Trust will satisfy
     the appropriate Ferro Group Company's obligation to make payment to such
     person under this Plan.

7.3  Trust Terms. A Trust established under Section 7.1 may contain any terms as
     Ferro may determine to be necessary or desirable. Ferro may terminate or
     amend a Trust established under Section 7.1 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 VIII

                       ADMINISTRATION AND CLAIMS PROCEDURE

8.1  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.

8.2  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;

     (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,


                                       -9-

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                                                         As Amended and Restated
                                                                   June 30, 2004

          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 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.

8.3  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, Compensation, and data regarding the
     contributions made for or on behalf of the Participant under the Ferro
     SSOP. Participants and their Beneficiaries will furnish to the
     Administrator such evidence, data or information and execute such documents
     as the Administrator requests.

8.4  Claim for Benefits. A Participant or Beneficiary 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. 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
     period. 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.

8.5  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;

     (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


                                      -10-
<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     (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.

8.6  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, 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.

8.7  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.

8.8  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, 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 up to 120 days. 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.

8.9  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


                                      -11-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     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, 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.

8.10 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.

8.11 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.

8.12 Agents. The Administrator and the Appeals Committee may hire any attorneys,
     accountants, actuaries, agents, clerks, and secretaries as it may deem
     desirable in the


                                      -12-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     performance of its duties, any of whom may also be advisors to any Ferro
     Group Company or any subsidiary or affiliated company.

8.13 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.

8.14 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.

8.15 Limitation of Administrative Liability. Neither Ferro, any 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.

8.15 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.

                                   ARTICLE IX

                            AMENDMENT AND TERMINATION

9.1  Amendment, Modification and Termination. Subject to Section 9.4 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. No amendment, modification or
     termination will be effective if it reduces the


                                      -13-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     amounts credited to any Participant's Account or adversely affects the
     right of any Participant or Beneficiary to receive payment of the Account
     as provided under this Plan, determined as of the date of the amendment,
     unless an equivalent benefit is provided under another plan or program
     sponsored by the Company or an Affiliate.

     The prior provisions notwithstanding, this Plan may be amended to:

          (1)  reduce or eliminate the ability for contributions to be credited
               to Participants under this Plan;

          (2)  reduce or eliminate the future deemed interest or earnings
               credited to the amounts held in a Participant's Account;

          (3)  comply with any law; or

          (4)  preserve the intended deferral of taxation for the benefit of all
               Participants Accounts.

9.2  Effect of Amendment on Distributions. If this Plan is amended to terminate
     the Plan or to prohibit future contributions under the Plan, the Accounts
     of Participants who have not incurred a Termination of Employment will
     become will be 100% vested as of the date of the termination of the Plan or
     prohibition of future contributions under the Plan.

9.3  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.

9.4  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 X

                              FERRO GROUP COMPANIES

10.1 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.

10.2 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, 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,


                                      -14-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     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 XI

                                  MISCELLANEOUS

11.1 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.

11.2 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.

11.3 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.

11.4 Offset. If at the time payment is to be made under this Plan the
     Participant or the Beneficiary or both are indebted or obligated to a Ferro
     Group Company, then the payment to be made to the Participant or the
     Beneficiary or both may, at the discretion of the Administrator at the
     request of the Ferro Group Company, be reduced by the amount of the
     indebtedness 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.

11.5 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


                                      -15-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     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
     or amounts credited to Accounts under this Plan are expressly declared to
     be unassignable and non-transferable. No part of the benefits or amounts
     credited to Accounts 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.

11.6 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.

11.7 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.

11.8 Incapacity. If the Administrator determines that any Participant or
     Beneficiary 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.

11.9 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 Account 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 Account
     under this Plan to that spouse or former spouse or dependent or former
     dependent.

11.10 Administrative Forms. All applications, elections and designations in
     connection with this Plan made by a Participant or Beneficiary will become
     effective only when duly executed on forms provided by the Administrator
     and filed with the Administrator.


                                      -16-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

11.11 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.

11.12 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.

11.13 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.

11.14 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.

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

11.16 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.

11.17 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.

11.18 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.

11.19 Overpayments and Repayments. In the event that Ferro determines that the
     benefits actually paid under this Plan exceed the benefits that were
     properly payable to a Participant or Beneficiary pursuant to this Plan,
     Ferro may exercise any legal remedies available.

11.20 References to Sections of Law. References herein to the Code are to the
     Internal Revenue Code of 1986, as heretofore and hereafter amended, and to
     similar provision of subsequent federal law. References herein to ERISA are
     to the Employee Retirement Income Security Act of 1974, as heretofore and
     hereafter amended, and to similar provisions of subsequent law.


                                      -17-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     To evidence this amended and restated FERRO CORPORATION SUPPLEMENTAL
EXECUTIVE DEFINED CONTRIBUTION 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


                                      -18-
<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>
Account                       For each Participant the bookkeeping account
                              maintained by Ferro to reflect the Participant's
                              Supplemental Matching Contributions, Supplemental
                              Basic Pension Contributions, and the deemed
                              investment return on those amounts. A
                              Participant's Account will not constitute nor be
                              treated as a trust fund of any kind.

Administrator                 As defined in Section 8.1 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                 June 30, 2004.
Restatement Date

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

Beneficiary                   As defined in Section 5.6 of this Plan.

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
</TABLE>


                                      -i-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004
                                                                      Appendix A
<TABLE>
<CAPTION>
            TERM                                    MEANING
            ----                                    -------
<S>                           <C>
                                   (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

                                   (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.

Compensation                  "Compensation" as defined under the Ferro SSOP,
                              but increased to include amounts deferred under
                              the Ferro Corporation Executive Employee Deferred
                              Compensation Plan and decreased to exclude awards
                              paid under Ferro's Performance Share Plan (except
                              that awards paid prior to January 1, 2007 are
                              included for purposes of determining Supplemental
                              Matching Contributions), and without regard to any
                              provisions of the Code which limit the amount of
                              such compensation that can be taken into account
                              for purposes of determining contributions or
                              benefits.
</TABLE>


                                      -ii-
<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004
                                                                      Appendix A

<TABLE>
<CAPTION>
            TERM                                    MEANING
            ----                                    -------
<S>                           <C>
                              Specifically, as of the Amendment and Restatement
                              Date, Compensation under this Plan means
                              compensation (as defined in Section 415(c)(3) of
                              the Code) paid by a Ferro Group Company to or on
                              behalf of a Participant while a Participant in the
                              Ferro SSOP during a Plan Year, including all wages
                              and salary, commissions, bonuses, accrued vacation
                              pay, 401(k) Contributions contributed under the
                              Ferro SSOP, elective employer contributions made
                              on behalf of the Participant that are not
                              includible in gross income under Section 125, 129,
                              132(f), 402(e)(3), 402(h)(1)(B), 403 and 457 of
                              the Code, and deferred amounts under the Ferro
                              Corporation Executive Employee Deferred
                              Compensation Plan, but excluding relocation
                              expense reimbursements (including mortgage
                              interest differentials) or other expense
                              allowances or fringe benefits which are paid with
                              respect to a period following termination of
                              employment, automobile allowance income, foreign
                              service premiums, awards paid under Ferro's
                              Performance Share Plan, and any other
                              extraordinary income, allowance, and welfare
                              benefits. The prior sentence notwithstanding,
                              awards paid prior to January 1, 2007 under Ferro's
                              Performance Share Plan will be included in
                              Compensation for purposes of determining a
                              Participant's Supplemental Matching Contribution.

Disability                    Any disability that qualifies a Participant for
                              payment of benefits under a Ferro Group Company
                              long-term disability plan. The determination of
                              whether a Participant suffers a Disability will be
                              made by the Ferro Group Company long-term
                              disability 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.

Ferro Common Stock            The Common Stock of Ferro, par value $1.00 per
                              share.

Ferro Group Companies         As defined in Section 10.1 of this Plan.

Ferro SSOP                    Ferro's Savings and Stock Ownership Plan, as the
                              same
</TABLE>


                                      -iii-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004
                                                                      Appendix A

<TABLE>
<CAPTION>
            TERM                                    MEANING
            ----                                    -------
<S>                           <C>
                              may be amended from time to time.

401(k) Contributions          Pre-tax contributions made to the Ferro SSOP
                              pursuant to Code Section 401(k).

Highly Compensated Employee   An employee of a Ferro Group Company who is in
                              Salary Grade 22 or higher and for whom
                              contributions under the Ferro SSOP are limited due
                              to the provisions of Section 401(a)(17), 401(k),
                              401(m), 402(g) or 415 of the Code.

Participant                   A Highly Compensated Employee of a Ferro Group
                              Company who becomes a Participant pursuant to
                              Section 3.2 of this Plan. A Participant will cease
                              to be a Participant, and shall become a former
                              Participant, upon the earliest of the following:

                              (a)  Termination of Employment,

                              (b)  the date the employee ceases to be a Highly
                                   Compensated Employee, or

                              (c)  the date the employee's participation in this
                                   Plan is terminated by the Administrator
                                   pursuant to Section 5.7 of this Plan or
                                   otherwise.

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.

Termination of Employment     A Participant's cessation of service with Ferro
                              and the other Ferro Group Companies, including
                              Affiliates of the
</TABLE>


                                      -iv-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004
                                                                      Appendix A

<TABLE>
<CAPTION>
            TERM                                    MEANING
            ----                                    -------
<S>                           <C>
                              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
                              7.1 of this Plan.

Valuation Date                The last day of each quarter in the Plan Year and
                              any other date or dates Ferro, in its sole
                              discretion, designates from time to time.

                              For purposes of determining the value of a
                              Participant's Account for distribution, the
                              Valuation Date is the last day of the month in
                              which occurs the Participant's Termination of
                              Employment, Death, or commencement of long-term
                              disability benefits on account of a determination
                              of Disability under a Ferro Group Company
                              long-term disability plan.

Years of Vesting Service      The years of vesting service with which a
                              Participant is credited under the Ferro SSOP.
</TABLE>


                                       -v-

<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.