exv10w23






Exhibit 10.23




Amendment to the

Ferro Corporation Supplemental Defined Contribution Plan for Executive Employees




     This document (this “Amendment”) is an amendment to the Ferro Corporation Supplemental Defined
Contribution Plan for Executive Employees (the “Plan”) of Ferro Corporation (the “Company”) that
was amended and restated as of January 1, 2005.



Background





	A.	 	The Plan currently provides that a Participant’s account be deemed to be invested in Ferro
Common Stock and/or cash.
	 
	B.	 	The Company desires to change, effective January 1, 2010, the deemed cash investment to an
investment that mirrors the stable asset investment under the Ferro Corporation Savings and
Stock Ownership Plan.
	 
	C.	 	Section 9.1 of Part A of the Plan and Section 9.1 of Part B of the Plan permit the Company to
amend the Plan, provided that the amendment does not adversely affect the rights of
Participants, and no Participant has yet earned the right to any contribution for the Plan
Year beginning January 1, 2010; however, the prior provisions notwithstanding, the Plan may be
amended to reduce or eliminate the future deemed interest or earnings credited to the amounts
held in participants’ accounts.





Amendment




      NOW, THEREFORE, in consideration of the foregoing, pursuant to the provisions of Section 9.1
of Part A of the Plan and Section 9.1 of Part B of the Plan, the Plan is hereby amended, effective
January 1, 2010, as follows:


1. Section 5.2 of Part A of the Plan and Section 5.2 of Part B of the Plan are amended in their
entirety to read as follows:





	 	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 Stable
Asset Account under Section 6.4 will be distributed in the form of cash.




2. Section 6.4 of Part A of the Plan and Section 6.4 of Part B of the Plan are amended in their
entirety to read as follows:









 









 







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) Post-2009 Investments. Notwithstanding anything in the
Plan to the contrary, effective January 1, 2010, any portion of a Participant’s
Account that, as of December 31, 2009, is deemed to be invested in the cash
account will be deemed to be invested in the Stable Asset Account, and any
designation or election of the Participant to have future contributions
credited under the Plan to be deemed invested in the cash account shall instead
be deemed to be invested in the stable asset account, with the overall effect
that, as of January 1, 2010 and beyond, there will be no cash accounts in the
Plan. For purposes of this Section 6.4, the “Stable Asset Account” will mirror
the stable asset investment in the Ferro SSOP as designated by the Company from
time to time.




(D) 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 appreciation and depreciation and earnings, as computed and
determined by the Administrator based on the value of Ferro Common Stock



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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 stable asset account, it will
be credited as of each Valuation Date with the same hypothetical earnings, gains and
losses as is the case with investments in the stable asset investment option under
the Ferro SSOP. 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.




(E) Investment Election Changes. 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 stable asset account (as described in Section 6.4(A) and (C) 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 (D) 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 6.4
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(E), those amounts will be deemed to
be invested as provided in Section 6.4(A) and (C) above.





	 	 	 
	3.	 	It is the intent of the Company that the foregoing amendments do not constitute a material
modification to Part A of the Plan such to subject deferred compensation that was earned and
vested under the Plan as of December 31, 2004 to the requirements of Code Section 409A.

	 
	4.	 	Capitalized terms not otherwise defined herein have the same meanings ascribed to them in the
Plan.












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     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the
16th day of December, 2009.



	 	 	 	 	 
	 	Ferro Corporation

 	 
	 	By:  	/s/ James F. Kirsch
 	 
	 	 	James F. Kirsch 	 
	 	 	Chairman, President & Chief

 Executive Officer 	 
	 




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