EX-10.11.1



 





EXHIBIT 10.11.1




FERRO CORPORATION DEFERRED COMPENSATION

PLAN FOR NON-EMPLOYEE DIRECTORS

TRUST AGREEMENT




Effective January 1, 1995




 









 





FERRO CORPORATION DEFERRED COMPENSATION

PLAN FOR NON-EMPLOYEE DIRECTORS

TRUST AGREEMENT




TABLE OF CONTENTS




	 	 	 
	ARTICLE I:

	 	PRELIMINARY RECITALS
	 
	 	 
	ARTICLE II:

	 	DEFINITIONS
	 
	 	 
	ARTICLE III:

	 	RIGHTS AND DUTIES OF CORPORATION AND RIGHTS
OF ITS GENERAL CREDITORS
	 
	 	 
	ARTICLE IV:

	 	CONTRIBUTIONS AND SEPARATE ACCOUNTS
	 
	 	 
	ARTICLE V:

	 	THE TRUST ESTATE
	 
	 	 
	ARTICLE VI:

	 	DISTRIBUTIONS TO PARTICIPANTS
	 
	 	 
	ARTICLE VII:

	 	POWERS AND DUTIES OF THE TRUSTEE
	 
	 	 
	ARTICLE VIII:

	 	ADMINISTRATION
	 
	 	 
	ARTICLE IX:

	 	RESIGNATION AND REMOVAL OF TRUSTEE
	 
	 	 
	ARTICLE X:

	 	MISCELLANEOUS






 









 





FERRO CORPORATION DEFERRED COMPENSATION

PLAN FOR NON-EMPLOYEE DIRECTORS

TRUST AGREEMENT




     This Trust Agreement (hereinafter referred to as the “AGREEMENT”) is entered into at
Cleveland, Ohio effective as of the 1st day of January, 1995, between FERRO CORPORATION, an Ohio
corporation (hereinafter referred to as the “CORPORATION”), and D. THOMAS GEORGE (hereinafter
referred to as the “TRUSTEE”).



ARTICLE I




PRELIMINARY RECITALS




     1.1 ESTABLISHMENT OF PLAN. The Corporation on December 9, 1994, but effective as of January 1,
1995, established the Ferro Corporation Deferred Compensation Plan for Non-Employee Directors (the
“PLAN”). The Plan was established in order to permit non-employee directors to defer a portion or
all of their directors’ fees with the investment of such deferred fees into shares of common stock
of the Corporation pursuant to the Trustee’s investment in the Ferro Corporation Dividend
Reinvestment and Stock Purchase Plan.



     1.2 ESTABLISHMENT OF TRUST. In order to provide a source of payment for its obligations under
the Plan, the Corporation has entered into this Agreement to create a trust (hereinafter referred
to as the “TRUST”) and has delivered certain property to the Trustee, the receipt of which is
hereby acknowledged by the Trustee. The Trustee agrees to hold such property and all other property
which may, at the discretion of the Corporation, be contributed and made subject to the provisions
of the Agreement as well as the proceeds, investments, and reinvestments thereof, in trust for the
uses and purposes and subject to the provisions hereinafter set forth.



 









 





     1.3 GRANTOR TRUST. The Trust is intended to be a grantor trust, of which Corporation is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the
Internal Revenue Code of 1986, as amended, and shall be construed accordingly.



     1.4 CORPORATION DEDUCTION. It is intended that distributions from the Trust to a Participant
shall be deductible by Corporation to the same extent, at the same time, and in the same manner as
if made directly by the Corporation.



ARTICLE II




DEFINITIONS




     2.1 DEFINITIONS. For the purposes hereof, the following words and phrases shall have the
meanings indicated. Unless the context of the Agreement otherwise requires or unless otherwise
defined herein, the terms defined in the Plan shall have the same meaning when used herein as the
meaning given to those terms in the Plan.




          (a) The term “CHANGE IN CONTROL” shall mean a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act; provided that, without limitation, such a Change in Control shall be
deemed to have occurred if and at such times as (i) any “person” (as such term is used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes the beneficial owner, directly or
indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of
the combined voting power of the Corporation’s then outstanding securities, or (ii) during any
period of two consecutive years, individuals who at the beginning of such period constitute the
Board of Directors of the Corporation cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by the Corporation’s shareholders,
of each new director was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who were directors at the beginning of the period.




          (b) The term “CODE” shall mean the Internal Revenue Code of 1986, as amended from time to
time.




          (c) The terms “CORPORATION STOCK” or “STOCK” shall mean a share or shares of the common
stock, par value $1.00 per share, of the Corporation.




          (d) The term “DRSPP” shall mean the Ferro Corporation Dividend Reinvestment and Stock
Purchase Plan, currently administered by National City Bank, Cleveland, Ohio.



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          (e) The term “EXCHANGE ACT” shall mean the Securities Exchange Act of 1934, as amended.




          (f) The term “FUND” shall mean any common trust fund established in accordance with the
provisions of Section 4.4.




          (g) The term “INSOLVENCY” shall mean the condition of the Corporation in the event that it
either is unable to pay its debts as they become due or is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code.




          (h) The term “PARTICIPANT” shall mean a non-employee director of the Corporation, or any
beneficiary of such a non-employee director, who defers Fees pursuant to the Plan.




          (i) The term “REQUIRED FUNDING AMOUNT” shall mean the amount determined pursuant to the
provisions of Article IV to fund the obligations of the Corporation under the Plan.




          (j) The term “SEPARATE ACCOUNT” shall mean the account established and maintained by the
Trustee on behalf of each Participant in accordance with the provisions of Article IV.




          (k) The term “STOCK FUND” shall mean the Fund established in accordance with the
provisions of Section 4.4 to invest in Corporation Stock pursuant to the DRSPP.




          (l) The term “TRUST ASSETS” shall mean all property held by the Trustee pursuant to the
terms of this Agreement.




          (m) The term “VALUATION DATE” shall mean the last business day of each calendar year or
such other dates as determined by the Trustee.



     2.2 CONSTRUCTION. Where necessary or appropriate to the meaning hereof, the singular shall be
deemed to include the plural, the masculine to include the feminine, and the feminine to include
the masculine.



ARTICLE III




RIGHTS AND DUTIES OF CORPORATION

AND RIGHTS OF ITS GENERAL CREDITORS




     3.1 TRUST IRREVOCABLE. The Trust is irrevocable and the Corporation hereby waives the power to
alter, amend, revoke, or annul the Trust or the Agreement, except that the Corporation



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reserves the right to make amendments which do not result in any reversion or refund to the
Corporation of any Trust Assets other than as provided in Articles IV and VI hereof.




     3.2 RIGHTS OF GENERAL CREDITORS OF CORPORATION; NOTIFICATION OF INSOLVENCY. Notwithstanding
any provision of the Agreement or the Plan to the contrary, the Trust Assets shall be subject at
all times to the claims of general creditors of the Corporation under federal and state law, so
long as they are in the possession of the Trustee. No general creditor of the Corporation shall
have any right to recover, or any title or interest in, any Trust Asset after it has been
distributed by the Trustee to a Participant, even if prior to such payment the Trustee had
knowledge or notice that such general creditor has made or intends to make claim to such Trust
Asset.




          (a) The Chairman of the Board of Directors and the Chief Executive Officer of the
Corporation (or their representatives) shall have the duty to inform the Trustee in writing of
the Corporation’s Insolvency. If a person claiming to be a creditor of the Corporation alleges
in writing to Trustee that the Corporation has become Insolvent, the Trustee shall determine
whether the Corporation is Insolvent and, pending such determination, the Trustee shall
discontinue payments to Participants.




          (b) Unless the Trustee has actual knowledge of the Corporation’s Insolvency, or has
received notice from the Corporation or a person claiming to be a creditor alleging that the
Corporation is Insolvent, the Trustee shall have no duty to inquire whether the Corporation is
Insolvent. The Trustee may in all events rely on such evidence concerning the Corporation’s
solvency as may be furnished to the Trustee and that provides Trustee with a reasonable basis
for making a determination concerning the Corporation’s solvency.




          (c) If at any time the Trustee has determined that the Corporation is Insolvent, the
Trustee shall discontinue payments to Participants and shall hold the assets of the Trust for
the benefit of the Corporation’s general creditors. Nothing in this Trust Agreement shall in
any way diminish any rights of Participants to pursue their rights as general creditors of the
Corporation with respect to benefits due under the Plan or otherwise.




          (d) The Trustee shall resume the payment of benefits to Participants only after the
Trustee has determined that the Corporation is not Insolvent (or is no longer Insolvent).



     3.3 RESUMPTION OF PAYMENTS. Provided that there are sufficient assets, if the Trustee
discontinues payments to Participants from the Trust pursuant to Section 3.2 hereof and
subsequently resumes such payments, the first payment following such discontinuance shall include
the aggregate



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amount of all payments due to Participants under the terms of the Plan for the period of such
discontinuance less the aggregate amount of any payments made to Participants by the Corporation in
lieu of the payments provided for hereunder during any such period of discontinuance.




ARTICLE IV




CONTRIBUTIONS AND SEPARATE ACCOUNTS




     4.1 CONTRIBUTIONS. Except as hereinafter provided, the Corporation shall make contributions to
the Trust from time to time as it shall determine in its sole discretion and in accordance with the
terms of the Plan; provided, however, that the Corporation shall be required to contribute the
Required Funding Amount within the five-day period following a Change in Control. If the
Corporation fails to contribute the Required Funding Amount upon the occurrence of such event, the
Trustee is empowered to bring suit against the Corporation to require specific performance of such
obligation to contribute. If the Trustee fails to bring suit within a reasonable period, any
Participant may bring suit in the name of the Trustee against the Corporation for such specific
performance. As of each Valuation Date after a Change in Control with respect to which the
Corporation contributes the Required Funding Amount and prior to the return of any assets to the
Corporation, the Trustee shall determine if the Trust Assets are less than or exceed the Required
Funding Amount as of such date. If the Trust Assets are less than the Required Funding Amount, the
Corporation shall contribute to the Trust the amount by which the Required Funding Amount exceeds
the value of the Trust Assets. If the value of the Trust Assets exceeds the Required Funding
Amount, the Trustee shall distribute to the Corporation the amount by which the value of the Trust
Assets exceeds the Required Funding Amount.



     4.2 TAXABLE CONTRIBUTIONS. It is the Corporation’s understanding and expectation that the
Corporation’s contributions to the Trust, and any earnings thereon, shall not be taxable under the
Code to Participants until such time as they are distributed or otherwise made available to
Participants; and, therefore, the Corporation’s contributions are conditional on such tax result.
In the event that a Corporation contribution and/or earnings thereon held in the Trust becomes
taxable to a Participant,



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the Trustee shall distribute to the Participant the amount of any federal income taxes of such
Participant with respect to such Corporation contribution and/or earnings thereon calculated at the
highest federal income tax marginal rates for the year of taxation on the amount includible in the
Participant’s gross income. In the event that it is determined, or the Trustee reasonably believes
(based on the opinion of independent counsel) that it will be determined that a Corporation
contribution will be taxable to Participants prior to a Change in Control, then the Trustee shall
refund to the Corporation or refuse to accept, the portion of such contribution and/or earnings
which is determined will be so taxable, subject to the following:





          (a) The Trustee shall be under no obligation to make such refund unless a written
explanation of the basis for the refund, signed by a duly authorized officer of the
Corporation, together with evidence reasonably satisfactory to the Trustee to support such
refund, is submitted to the Trustee.




          (b) The refundable amount or the amount distributed, as defined in paragraph (c) of this
Section 4.2, shall be segregated from the Trust and charged proportionately to each affected
Participant’s Separate Account (to the extent previously credited to such Separate Account) as
of the last Valuation Date immediately preceding the date of refund.




          (c) The refundable or distributable amount is the portion of the contribution and/or
earnings determined to be so taxable, in each case, from the date the contribution was received
by the Trustee to the date of segregation.




          (d) No Change in Control has occurred as of the date of the refund.


Distributions under this Section 4.2 shall be credited against any Plan benefits payable to
Participants but shall not reduce the Required Funding Amount.




     4.3 SEPARATE ACCOUNTS. The Trustee shall establish and maintain a Separate Account in the name
of each Participant, pursuant to any directions received from the Corporation which are not
inconsistent with the provisions of the Plan. The Trustee shall allocate contributions received
from the Corporation among such Separate Accounts in proportion to the Fees deferred by
Participants or pursuant to directions of the Corporation that are not inconsistent with the terms
of the Plan; provided, however, that if the Corporation makes contributions to the Plan due to a
Change in Control, such allocations shall be based upon the calculations of the Trustee made with
respect to the



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Plan for purposes of determining the Required Funding Amount under Section 4.5. With respect to
each Separate Account, the Trustee shall (i) elect the dividend reinvestment option under the
DRSPP, and (ii) invest the Corporation’s contributions (that are attributable to the Participant’s
deferred Fees) under the DRSPP’s stock purchase option. For purposes of the Trustee’s participation
in the DRSPP, the Corporation and the Trustee recognize that the Trustee, as Trustee of the Trust,
shall be the shareholder of record and that the Trustee shall establish subaccounts on the books
and records of the DRSPP maintained by National City Bank, Cleveland, Ohio that shall correspond to
and be a part of each Separate Account.




     4.4 FUNDS. Subject to the provisions of Article V, the Trustee shall establish and maintain a
Stock Fund and such other Funds with respect to the investment of Trust Assets as the Corporation
may direct and shall deposit the Trust Assets in said Funds in accordance with the terms of the
Plan and directions received from the Corporation. Trust Assets in the Stock Fund shall be invested
by the Trustee in Corporation Stock pursuant to the DRSPP and allocated to the Separate Accounts of
Participants in accordance with the provisions of Section 4.3 hereof.



     4.5 DETERMINATION OF REQUIRED FUNDING AMOUNT. As of any Change in Control, or applicable
Valuation Date, the Required Funding Amount shall be the sum of the amounts determined to be
contributable by the Corporation to the Trust pursuant to the provisions of the Plan as well as an
amount deemed to be appropriate by the Trustee, after consultation with the Corporation, to pay for
the expenses of the Trustee in connection with the administration of the Trust.



ARTICLE V




THE TRUST ESTATE




     5.1 MANAGEMENT OF TRUST ASSETS PRIOR TO A CHANGE IN CONTROL. Except as hereinafter provided,
prior to a Change in Control for which the Required Funding Amount is contributed to the Trust by
the Corporation, the Trustee shall have exclusive responsibility for the management and control of
the Trust Assets and the Funds. In connection with that responsibility:



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          (a) The Trustee shall invest and reinvest the principal and income of the Trust Assets in
accordance with the provisions of this Section 5.1. The Trustee shall invest and reinvest the
principal and income of the Stock Fund in Corporation Stock as provided in Sections 4.3 and 4.4
hereof; provided, however, that the Trustee may invest on a temporary basis, pending investment
in Corporation Stock, assets of the Stock Fund in short-term Funds. Except as otherwise
provided in the Plan or in this Agreement, the Trustee shall have full and exclusive discretion
and authority to invest in such stocks (common or preferred), bonds (including municipal bonds,
notes and other obligations), notes and other obligations of corporations, real estate
mortgages, equipment trust certificates, investment trust certificates, mutual funds, annuities
or other insurance company contracts and any other kind of property real or personal, which the
Trustee believes to be sound, suitable, and prudent investments for the Trust, without being
limited to any class or type of investments prescribed by statute or otherwise as legal
investments for trustees, including securities issued by the Corporation.




          (b) The Trustee (i) may acquire and hold an interest in securities or other property
hereunder even though, in its corporate or any other capacity, it has or may subsequently hold
an interest in the same or related securities or property, the income or principal of which may
be payable at different rates or at different times or which may have a different rank or
priority, (ii) may acquire and hold securities or other property, even though the Trustee, in
its capacity, may receive compensation reasonably and customarily due in the course of its
regular activities with respect to such securities or other property, and (iii) may purchase
securities or other property, even though the proceeds of such purchase may directly or
indirectly be used by the seller to pay off loans made by the Trustee in its corporate
capacity.




          (c) Annually, or more often if requested, the Trustee shall confer with the Corporation
with respect to the status of the Trust and the general investment policy to be followed with
respect to Trust Assets. Nothing contained herein, however, shall be construed as requiring the
Trustee to obtain any approval with respect to the purchase or sale of specific Trust Assets.



     5.2 MANAGEMENT OF TRUST ASSETS AFTER A CHANGE IN CONTROL. Upon the occurrence of a Change in
Control, the Trustee shall hold, invest, and reinvest the Trust Assets as well as income thereon in
such bonds, notes, debentures, mortgages, equipment trust certificates, investment trust
certificates, certificates of indebtedness, bills of exchange, Treasury bills, savings bank
deposits, commercial paper, and other securities from which the return is fixed for a period of
time not in excess of twelve months and in Corporation Stock to the extent necessary to satisfy any
requirements of the Plan. Any income from such investments shall be held and reinvested by the
Trustee pursuant to the provisions of this Section 5.2.



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     5.3 CORPORATION STOCK. Notwithstanding any other provision contained herein, with respect to
the Stock Fund that is invested in Corporation Stock pursuant to the DRSPP which is allocated to
Separate Accounts of Participants, prior to each annual or special shareholders’ meeting, the
Corporation shall cause to be sent to each Participant whose Separate Accounts are so credited, a
copy of the proxy solicitation material therefor, together with a form requesting that each
Participant give to the Trustee his confidential instructions with respect to the manner in which
such shares of Corporation Stock as are credited to his Separate Account shall be voted by the
Trustee. Upon receipt of such instructions, the Trustee shall vote the shares of Stock as
instructed. Instructions received from Participants by the Trustee shall be held in the strictest
confidence, shall not be divulged or released to any other person, including officers or employees
of the Corporation. The Trustee shall not vote Corporation Stock with respect to which the Trustee
does not receive such instructions. As of each Valuation Date and each date of record for any
annual or special shareholders’ meeting, the Trustee shall report to the Corporation any
Corporation Stock holdings allocated to the Separate Account of each Participant.



ARTICLE VI




DISTRIBUTIONS TO PARTICIPANTS




     6.1 DISTRIBUTIONS FROM TRUST. The Trustee shall make distributions to a Participant from the
Trust in such manner and at such times as the Corporation is required to pay to such Participant
under the Plan. The Corporation shall give the Trustee such written information as is needed in
connection with such distributions, including the name and address of the Participant to whom the
distribution is to be made, the amount and form of distribution and such other relevant information
as the Trustee may from time to time require.



     6.2 MANNER OF PAYMENT. The Trustee may make any distribution or payment required to be made by
it hereunder by delivering shares of Corporation Stock to or for the benefit of the Participant or
other person to whom such distribution or payment is to be made pursuant to the provisions of the
Plan, at such address as was last furnished to the Trustee.



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     6.3 RELEASE OF CORPORATION UPON PAYMENT. To the extent that the Trustee pays benefits due a
Participant or other person under the Plan, the Corporation shall be forever released and
discharged from the obligation to pay such benefits. To the extent that the Trustee fails to pay
such benefits, in whole or in part, the Corporation shall pay any remaining amount due the
Participant under such Plan to the extent the Corporation is liable therefor under the terms of the
Plan.



     6.4 TERMINATION OF THE PLAN. In the event the Plan is terminated in whole or in part, the
Trust Assets, or a portion thereof, shall be held to pay benefits of Participants under the Plan as
of the date of such termination.



     6.5 REFUND TO CORPORATION AFTER ALL OBLIGATIONS FULFILLED. Notwithstanding any other
provisions of the Agreement, when all obligations of the Trustee to make distributions to
Participants have been fulfilled and all shares of Stock allocated to the Separate Accounts have
been distributed to Participants or other persons entitled to such under the terms of the Plan, any
remaining Trust Assets shall be refunded to the Corporation.



ARTICLE VII




POWERS AND DUTIES OF THE TRUSTEE




     7.1 AUTHORITY OF THE TRUSTEE. Except as otherwise provided herein or in the Plan, the Trustee
has the following authority, in addition to powers otherwise conferred on it by law or by the
Trust:




          (a) To hold, manage, sell, exchange, mortgage, pledge, or otherwise dispose of, any
property in the Trust, without the approval of any court;




          (b) To hold securities (including Corporation Stock) and other property of the Trust in
the name of the Trustee or in the name of its nominee or a depositary, either in the form of a
certificate or other written instrument or in the form of a book entry, with or without
disclosure of the Trust, provided that the Trustee shall be responsible for the acts of its
nominee;




          (c) To collect the principal and income of property in the Trust and, if there is a
default in the payment of such principal or income, to exercise its judgment as to the proper
legal proceedings necessary or advisable to collect it;



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          (d) To participate in reorganizations, recapitalizations, consolidations, mergers,
exchanges, liquidations and creditors’ and bondholders’ agreements;




          (e) To exercise voting rights and issue proxies, which may be discretionary and with power
of substitution, in connection with any stock, other than Corporation Stock governed by Section
5.3, or other securities in the Trust;




          (f) To exercise rights and options to purchase shares of stock (including Corporation
Stock) or other property, and to sell or redeem fractional shares of stock (including
Corporation Stock) or other property;




          (g) With the written approval of the Corporation, to borrow money in such amounts and upon
such terms and conditions and from such persons as the Trustee deems advisable to carry out the
purposes of the Trust, and to pledge any property in the Trust for the repayment of such loan;




          (h) With the written approval of the Corporation, to lease for any term (with or without
option to purchase) or otherwise dispose of, any property in the Trust, without the approval of
any court;




          (i) To employ brokers, agents, custodians, actuaries, attorneys, accountants or other
persons (who may or may not also be employed by the Corporation), and to delegate to them such
of the Trustee’s powers (other than those relating to the investment and reinvestment of the
Trust Assets) as it considers desirable;




          (j) To execute and deliver deeds, leases, mortgages, conveyances, contracts, waivers,
releases or other instruments in writing necessary or proper for the accomplishment of any of
the foregoing powers; and




          (k) To purchase Corporation Stock from the Corporation or on the open market or pursuant
to the DRSPP to satisfy any requirements of the Plan and this Agreement.



     7.2 ADVICE OF COUNSEL. The Trustee may consult with any legal counsel, including counsel to
the Corporation, with respect to the construction of the Agreement, its duties hereunder, or any
act which it proposes to take or omit.



     7.3 PERSONS DEALING WITH THE TRUSTEE. Persons dealing with the Trustee have no obligation to
see to the proper application of any money paid or property delivered to the Trustee or to inquire
into the Trustee’s authority as to any transaction.



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     7.4 TRUSTEE’S DUTIES. The Trustee’s duties and obligations shall be limited to those expressly
imposed upon it in accordance with the terms of the Trust. The Trustee shall act in a fiduciary
capacity with respect to the Participants.



     7.5 TRUSTEE RESPONSIBILITY IF CORPORATION IS INSOLVENT. At such time as (i) the Corporation
issues or should have issued a notice pursuant to the provisions of Section 3.2; (ii) the Trustee
has actual knowledge of the Insolvency of the Corporation; or (iii) a general creditor of the
Corporation makes claims or brings legal action against the Trustee pursuant to the rights set
forth in Section 3.2, the Trustee shall discontinue all distributions to Participants and shall
hold and deliver all Trust Assets in the manner that a court of competent jurisdiction directs. If
the Trustee discontinues any distributions from the Trust to the Participants pursuant to this
Section 7.5, any subsequent resumption of such distributions shall be in accordance with Section
3.3.



     7.6 VALUATION OF TRUST. The Trustee shall determine the fair market value of the Trust Assets
as of each Valuation Date. The Trustee shall furnish to the Corporation as soon as practicable
after the close of each calendar year (and following any other Valuation Date, if the Corporation
so requests), a report (a) listing the Trust Assets as of the close of business on such Valuation
Date; (b) showing as of the close of business on such Valuation Date the value of the Trust Assets;
(c) showing since the last previous report (i) all of the Corporation’s contributions to the Trust,
(ii) all allocations to each Separate Account, and (iii) all amounts paid from the Trust pursuant
to Article VI, and (d) containing such additional information concerning the Trust as the
Corporation may reasonably request. In determining fair market values, the Trustee shall use such
market quotations and other information as are available to it and as it may determine, in its
discretion, to be appropriate. The Trustee shall not be accountable to the Corporation, to any
Participant, or to any other person on the basis of any such valuation, but its accountability
shall be in accordance with the provisions of Article VIII hereof. If requested by the Corporation,
the Trustee shall provide the information required above for each Separate Account, subaccount
maintained for purposes of the Trustee’s investment through the DRSPP, or Fund of the Trust.





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     7.7 AUDIT OF ACCOUNT OF TRUSTEE. The Trustee shall keep full accounts of all transactions. All
financial statements, books and records with respect to the Trust shall be open to inspection at
all reasonable times during business hours of the Trustee by the Corporation, or its
representatives, including, without limitation, any accountants engaged by the Corporation in the
Trust in such form as the Corporation may reasonably request.



     7.8 REPORT OF ACCOUNT TO CORPORATION. Within sixty (60) days after the close of each calendar
year, and within sixty (60) days after the date of termination of the duties of the Trustee, the
Trustee shall prepare and deliver to the Corporation an account of its acts and transactions as
Trustee hereunder.



     7.9 TAX RETURNS OF TRUST. The Trustee, in coordination with the Corporation, shall file, or
cause to be filed, the appropriate tax form or forms reporting all items of income, deduction,
loss, or credit for the account of the Corporation, and all tax returns required in connection with
distributions from the Trust.



     7.10 TRUSTEE RESPONSIBILITY RELATING TO CORPORATION DEDUCTION. The Trustee shall, upon request
of the Corporation, take all actions (and refrain from such actions) necessary to ensure that the
intent of Section 1.4 is achieved.



ARTICLE VIII




ADMINISTRATION




     8.1 EVIDENCE OF ACTION BY CORPORATION. The Corporation shall designate to the Trustee the
names of any persons authorized to act for the Corporation under the Agreement. Until further
notice, the Corporation hereby designates that the Treasurer of the Corporation is authorized to
act for the Corporation under the Agreement. Until the Corporation notifies the Trustee that such a
person is no longer so authorized, the Trustee may continue to rely on the authority of such
person. The Trustee may rely upon any such designation which the Trustee reasonably believes to
have been signed by a duly authorized officer of the Corporation.



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     8.2 NOTICE OF CHANGE IN CONTROL. Within five days after having knowledge of any Change in
Control, the Corporation shall notify the Trustee and the Participants of the occurrence of such
Change in Control.



     8.3 COMMUNICATIONS TO TRUSTEE OR CORPORATION. Communications to the Trustee shall be sent to
the Trustee as follows: D. Thomas George, 1000 Lakeside Avenue, Cleveland, Ohio 44114, or to such
other address as the Trustee may specify. No communication shall be binding upon the Trustee until
it is received by the Trustee, but any communication by the Corporation to the Trustee shall be
binding upon the Corporation upon sending to the Trustee. Communications to the Corporation shall
be sent to the Corporation’s principal office at 1000 Lakeside Avenue, Cleveland, Ohio 44114,
Attention: Treasurer and Director, Human Resources or to such other address or person(s) as the
Corporation may specify.



     8.4 EXPENSES. The Trustee shall be entitled to reimbursement for its reasonable expenses of
administering the Trust, including reasonable compensation of counsel and any agents engaged by the
Trustee to assist it in such administration. Except as provided in Section 4.5, such compensation
and expenses, including those fees and expenses incurred under Section 10.5, shall be paid by the
Corporation and in the event that the Corporation refuses to pay, the Trustee shall be entitled to
compensation from the Trust Assets.



     8.5 EMPLOYMENT OF TRUSTEE AS AGENT. The Corporation may at any time employ agents to perform
any act, keep any records or accounts, or make any computations required of the Corporation by the
Agreement or the Plan. In the event the Trustee is so employed as an agent, nothing which the
Trustee may do as such agent shall affect its power, responsibility or liability as Trustee.



ARTICLE IX




RESIGNATION AND REMOVAL OF TRUSTEE




     9.1 RESIGNATION OR REMOVAL OF TRUSTEE. The Trustee may resign at any time by filing a written
resignation with the Corporation. The Corporation may remove the Trustee at any time by



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delivering a written notice of removal to the Trustee; provided, however, that in the event of a
Change in Control, the Trustee may be removed by the Corporation only if seventy-five percent (75%)
of the number of Participants consent to such removal. Such resignation or removal shall take
effect upon appointment of a successor Trustee as provided in Section 9.2.




     9.2 APPOINTMENT OF SUCCESSOR TRUSTEE. The appointment of a successor to the Trustee will take
effect upon delivery to the Trustee of an instrument in writing executed by the Corporation
appointing such successor and an acceptance in writing executed by such successor or such other
date specified in the instrument appointing the successor; provided, however, that in the event of
a Change in Control, seventy-five percent (75%) of the number of Participants must consent to the
appointment of a successor Trustee. If a successor is not appointed within ninety (90) days after
the Trustee gives notice of resignation or the Corporation gives notice of removal pursuant to
Section 9.1, the Trustee may apply to any court of competent jurisdiction for appointment of a
successor.



     9.3 TRANSFER OF TRUST ASSETS TO SUCCESSOR. Upon the resignation or removal of the Trustee and
appointment of a successor, and after the final account of the Trustee has been delivered to the
Corporation, the Trustee shall transfer and deliver the Trust Assets to such successor.



     9.4 AUTHORITY AND POWER OF SUCCESSOR TRUSTEE. All of the provisions set forth herein with
respect to the Trustee shall relate to each successor with the same force and effect as if such
successor had been originally named as Trustee hereunder.



ARTICLE X




MISCELLANEOUS




     10.1 GOVERNING LAWS. The Trust and the Agreement shall be construed and regulated by the laws
of the State of Ohio.



     10.2 PROHIBITION AGAINST REVERSION OR DIVERSION. No part of the Trust shall revert to the
Corporation except as provided in Articles IV and VI hereof, and no part of the Trust shall be used





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for or diverted to purposes other than the exclusive benefit of Participants, except as provided as
Sections 3.2, 4.1, 4.2, 6.5, and 8.4.




     10.3 NON-ALIENATION OF BENEFITS. No benefit under a Plan shall at any time be subject in any
manner to alienation or encumbrance. If any Participant shall attempt to, or shall, alienate or in
any way encumber his benefits under the Plan, or any part thereof, or if by reason of his
bankruptcy or other event happening at any time any such benefits would otherwise be received by
anyone else or would not be enjoyed by him, his interest in all such benefits shall automatically
terminate and the same shall be held or applied to or for the benefit of such person, his spouse,
children, or other dependents in accordance with the terms of the Plan.



     10.4 PAYMENT OF BENEFITS TO OTHERS. If any Participant to whom a benefit is payable under the
Plan is unable to care for his affairs because of illness or accident, any payment due (unless
prior claims therefor shall have been made by a duly qualified guardian or other legal
representative) may be paid to the spouse, parent, adult child, brother, or sister, or any other
individual in accordance with the terms of the Plan.



     10.5 ARBITRATION. Any dispute between the Participants and the Corporation or the Trustee as
to the interpretation or application of the provisions of the Agreement, the Plan, or amounts
payable under the Plan shall be determined exclusively by binding arbitration in Cleveland, Ohio,
in accordance with the rules of the American Arbitration Association then in effect. Judgment may
be entered on the arbitrator’s award in any court of competent jurisdiction. All fees and expenses
of such arbitration shall be paid by the Corporation and in the event that the Corporation refuses
to so pay, the Trustee shall pay such fees and expenses as an expense of the Trust.



     10.6 TRUST BENEFITS LIMITED TO PLAN BENEFITS. Nothing herein contained shall be construed as
conferring upon any person any rights with respect to the Trust or the administration thereof other
than the right to such benefits as may be provided with respect to such person by the terms of a
Plan. All rights created under the Plans and this Agreement shall be mere unsecured contractual
rights of the Participant against Corporation.



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     10.7 TITLES AND HEADINGS NOT TO CONTROL. The titles of Articles and headings of Sections in
the Agreement are placed herein for convenience of reference only and in case of any conflict, the
text of the Agreement, rather than such titles or headings, shall control.



     Executed in multiple counterparts at Cleveland, Ohio, effective as of January 1, 1995, but on
the dates indicated below.



FERRO CORPORATION




	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	D. Thomas George, Treasurer
	 	 	 	D. Thomas George, Trustee
	 
	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:
	 

	 	 	 	 	 	 







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