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Separation Agreement - FERRO CORP - 3-31-2006 - DOC

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Separation Agreement - FERRO CORP - 3-31-2006 - DOC Powered By Docstoc
					EXHIBIT 10(n) SEPARATION AGREEMENT AND RELEASE This document is a SEPARATION AGREEMENT AND RELEASE (this "Separation Agreement"), is dated November 11, 2005, and is between FERRO CORPORATION ("Ferro") and DALE G. KRAMER ("Mr. Kramer"). For good and valuable consideration, and intending to be legally bound, Ferro and Mr. Kramer hereby agree as follows: 1. TERMINATION OF EMPLOYMENT A. Ferro has employed Mr. Kramer since November 29, 1999. B. As of May 14, 2002, Mr. Kramer and Ferro signed an Confidentiality Agreement (the "Confidentiality Agreement") with Ferro. C. As of July 1, 2001, Ferro and Mr. Kramer signed a Change in Control Agreement (the "Change in Control Agreement"). D. Mr. Kramer currently serves as Ferro's Vice President, Performance Chemicals. E. Ferro and Mr. Kramer have mutually decided to end Mr. Kramer's employment relationship with Ferro on the terms and conditions set forth in this Separation Agreement. 2. NORMAL PACKAGE A. Under Ferro's standard severance policy, if his employment were terminated today, Mr. Kramer would be entitled to receive (1) An amount equal to one week's base pay for each completed year of service plus four additional weeks' pay, or $51,057.72 (i.e., $5,673.08 times 9 weeks), (2) Two weeks' pay in lieu of notice, or $11,346.16 (i.e., $5,673.08 times two weeks), and (3) Health care (i.e., medical and dental) coverage for the month of separation plus an additional four months, i.e., coverage through February 28, 2006. B. The payments and benefits Mr. Kramer would have been entitled to receive under Ferro's standard severance practice are called the "Normal Package" below.

3. ENHANCED PACKAGE In consideration of the agreements and promises made by Mr. Kramer in this Separation Agreement, Ferro is prepared to provide Mr. Kramer with, and Mr. Kramer hereby elects to receive, the following enhanced separation pay and benefits (the "Enhanced Package") in lieu of the Normal Package on and subject to the terms and conditions of this Separation Agreement: A. CONTINUATION ON PAYROLL Unless he resigns or voluntarily terminates his employment earlier, Mr. Kramer will continue on Ferro's payroll at his current salary and with his current employee benefits through March 31, 2006, and his employment with Ferro will terminate on that date. If Mr. Kramer resigns or otherwise voluntarily terminates his employment with

3. ENHANCED PACKAGE In consideration of the agreements and promises made by Mr. Kramer in this Separation Agreement, Ferro is prepared to provide Mr. Kramer with, and Mr. Kramer hereby elects to receive, the following enhanced separation pay and benefits (the "Enhanced Package") in lieu of the Normal Package on and subject to the terms and conditions of this Separation Agreement: A. CONTINUATION ON PAYROLL Unless he resigns or voluntarily terminates his employment earlier, Mr. Kramer will continue on Ferro's payroll at his current salary and with his current employee benefits through March 31, 2006, and his employment with Ferro will terminate on that date. If Mr. Kramer resigns or otherwise voluntarily terminates his employment with Ferro before March 31, 2006, then Mr. Kramer will not be eligible for any of the separation pay or benefits provided in this numbered paragraph 3 or the 2005 bonus payment described in numbered paragraph 4.A below. B. SEVERANCE PERIOD The "Severance Period" will be the period beginning March 31, 2006, and ending the earlier of June 30, 2007, or the date on which Mr. Kramer begins employment with another employer. C. SEVERANCE PAYMENTS During the Severance Period, Ferro will pay Mr. Kramer as severance Mr. Kramer's current base salary of $12,291.66 per twice-monthly pay period. D. SEVERANCE BENEFITS During the Severance Period, Ferro will continue to provide Mr. Kramer coverage under Ferro's employee health plans (i.e., medical, dental, and vision care and flexible spending account) offered to Corporate Lakeside employees, consistent with Mr. Kramer's current elections or subsequent elections made by Mr. Kramer during Ferro's normal annual enrollment process. Ferro will pay the employer's portion of Mr. Kramer's premium costs under such plans during the Severance Period. E. COMPANY AUTOMOBILE On or before December 31, 2005, Mr. Kramer will be entitled to purchase his company automobile in accordance with standard Ferro policy applicable to corporate officers. Mr. Kramer will be entitled to the -2-

use of such automobile (together with gasoline, normal maintenance, and insurance) until such date. F. CELLULAR TELEPHONE Mr. Kramer will be entitled to the continued use of his company cellular telephone until December 31, 2005. Ferro will cooperate with Mr. Kramer is transferring his company cellular telephone number to a personal cellular telephone service of Mr. Kramer's choosing. G. COMPANY COMPUTER On or before December 31, 2005, Mr. Kramer will deliver his company computer to Ferro. Ferro will then delete from the computer's hard drive any and all Ferro confidential and proprietary information. When Ferro has completed the deletion process, Ferro will return the company computer to Mr. Kramer and Mr. Kramer will be entitled to retain the company computer at no cost to Mr. Kramer. Mr. Kramer will not use any information or data remaining on such computer in any manner that is inconsistent with his obligations under numbered paragraph 7 below.

use of such automobile (together with gasoline, normal maintenance, and insurance) until such date. F. CELLULAR TELEPHONE Mr. Kramer will be entitled to the continued use of his company cellular telephone until December 31, 2005. Ferro will cooperate with Mr. Kramer is transferring his company cellular telephone number to a personal cellular telephone service of Mr. Kramer's choosing. G. COMPANY COMPUTER On or before December 31, 2005, Mr. Kramer will deliver his company computer to Ferro. Ferro will then delete from the computer's hard drive any and all Ferro confidential and proprietary information. When Ferro has completed the deletion process, Ferro will return the company computer to Mr. Kramer and Mr. Kramer will be entitled to retain the company computer at no cost to Mr. Kramer. Mr. Kramer will not use any information or data remaining on such computer in any manner that is inconsistent with his obligations under numbered paragraph 7 below. H. OTHER BENEFITS Mr. Kramer's rights with respect to other Ferro employee benefits, including his rights with respect to Ferro's supplemental defined contribution and defined benefit plans and deferred compensation plan, will be governed by the terms and conditions of such plans. 4. ANNUAL INCENTIVE PLAN A. Mr. Kramer is a participant in the Ferro annual incentive plan and is eligible for a bonus payment under such plan for the year 2005. B. Mr. Kramer's 2005 bonus will be determined in accordance with standard Ferro policy. Ferro will add to the amount so determined the gross sum of $6,000.00. Mr. Kramer's 2005 bonus will be paid on or before April 30, 2006. C. Mr. Kramer will not be eligible for a bonus payment for the year 2006 or any year thereafter. 5. STOCK OPTIONS A. Mr. Kramer has been awarded the following as-yet-unexercised options under Ferro's 1985 Employee Stock Option Plan and Ferro's 2003 Long-Term Incentive Compensation Plan: -3-

(1) 5,500 Non-Qualified Stock Options granted February 11, 2000, with an option exercise price of $18.50 per share, (2) 15,000 Incentive Stock Options granted February 9, 2001, with an option exercise price of $23.60 per share, (3) 5,271 Incentive Stock Options granted February 11, 2002, with an option exercise price of $25.50 per share, (4) 39,729 Non-Qualified Stock Options granted February 11, 2002, with an option exercise price of $25.50 per share, (5) 4,705 Incentive Stock Options granted February 28, 2003, with an option exercise price of $21.26 per share, (6) 50,295 Non-Qualified Stock Options granted February 28, 2003, with an option exercise price of $21.26

(1) 5,500 Non-Qualified Stock Options granted February 11, 2000, with an option exercise price of $18.50 per share, (2) 15,000 Incentive Stock Options granted February 9, 2001, with an option exercise price of $23.60 per share, (3) 5,271 Incentive Stock Options granted February 11, 2002, with an option exercise price of $25.50 per share, (4) 39,729 Non-Qualified Stock Options granted February 11, 2002, with an option exercise price of $25.50 per share, (5) 4,705 Incentive Stock Options granted February 28, 2003, with an option exercise price of $21.26 per share, (6) 50,295 Non-Qualified Stock Options granted February 28, 2003, with an option exercise price of $21.26 per share, (7) 4,151 Incentive Stock Options granted February 9, 2004, with an option exercise price of $26.26 per share, (8) 50,849 Non-Qualified Stock Options granted February 9, 2004, with an option exercise price of $26.26 per share, (9) 5,157 Incentive Stock Options granted February 7, 2005, with an option exercise price of $19.39 per share, and (10) 38,843 Non-Qualified Stock Options granted February 7, 2005, with an option exercise price of $19.39 per share. Mr. Kramer will not be awarded any further options under any Ferro stock option plan. B. Subject to any trading blackouts that may from time to time be in effect, Mr. Kramer will be entitled to exercise any of the foregoing options that have vested as of the date of his employment with Ferro terminates provided Mr. Kramer carries out such exercise no later than 90 days after Ferro has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, with the Securities and Exchange Commission. After such 90-day period has ended, however, Mr. Kramer will not be entitled to exercise any further Ferro stock options. 6. PERFORMANCE SHARE AWARDS A. Ferro made an award of 8,500 Performance Shares to Mr. Kramer in 2003 under Ferro's 1997 Performance Share Plan for the performance period January 1, 2003, through December 31, 2005. Mr. Kramer will -4-

be eligible for distribution and payment with respect to such Performance Shares in accordance with standard Ferro policy. B. Ferro has also made the following as-yet-unmatured awards of Performance Shares to Mr. Kramer under Ferro's 1997 Performance Share Plan and/or Ferro's 2003 Long-Term Incentive Compensation Plan: (1) 9,700 Performance Shares for the performance period January 1, 2004, through December 31, 2006; and (2) 8,600 Performance Shares for the performance period January 1, 2005, through December 31, 2007. Mr. Kramer will not be eligible for any distributions or payments with respect to such Performance Shares.

be eligible for distribution and payment with respect to such Performance Shares in accordance with standard Ferro policy. B. Ferro has also made the following as-yet-unmatured awards of Performance Shares to Mr. Kramer under Ferro's 1997 Performance Share Plan and/or Ferro's 2003 Long-Term Incentive Compensation Plan: (1) 9,700 Performance Shares for the performance period January 1, 2004, through December 31, 2006; and (2) 8,600 Performance Shares for the performance period January 1, 2005, through December 31, 2007. Mr. Kramer will not be eligible for any distributions or payments with respect to such Performance Shares. C. Ferro will make no further awards to Mr. Kramer under any Ferro performance share plan. 7. NONCOMPETITION AND CONFIDENTIALITY In consideration of the Enhanced Package, Mr. Kramer promises that: A. During the Severance Period and for a period of one year thereafter, Mr. Kramer will not, without Ferro's prior written approval, directly or indirectly, engage in, or assist or have an ownership interest in, or act as agent, advisor or consultant of, for, or to any person, firm, partnership, corporation or other entity that is engaged in, the manufacture or sale of products that compete with Ferro's electronic material systems products or any products which are logical extensions, on a manufacturing or technological basis, of such products. B. During the Severance Period and thereafter, Mr. Kramer will not disclose to any persons any proprietary or confidential business information concerning Ferro, any of its affiliated companies, obtained or which came to Mr. Kramer's attention during the course of his employment with Ferro. C. During the Severance Period and thereafter, Mr. Kramer will not make any statements or disclose any information concerning Ferro, its directors, officers, management, staff, employees, representatives, or agents (collectively, "Ferro and its management") which are likely to disparage Ferro or its management, which are likely to damage the reputation or business prospects of Ferro or its management, or which are likely to interfere in any way with the business relations Ferro has with its customers (including potential customers), suppliers, alliance partners, employees, investors, or shareholders, unless required to do so by law or order of a court or regulatory authority. -5-

Mr. Kramer will at all times continue to cooperate fully with Ferro, its counsel, and governmental investigators in connection with the on-going investigation of, and litigation arising out of, pending legal issues. Ferro, in turn, will continue to indemnify Mr. Kramer against expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he was an officer of Ferro in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of the pending legal matters in the manner provided in Article V of Ferro's Code of Regulations. (For purposes of this Agreement, the phrase "pending legal matters" includes, without limitation, the accounting irregularities in Ferro's Polymer Additives business and related matters, the putative class action lawsuits related to that matter, the Department of Justice investigation into possible price fixing in the heat stabilizers market, the Belgian, German and Hungarian investigations into cartel activities in the European BBP market, the wrongful termination lawsuit brought by Arno van de Ven, and the allegations related to non-compliance with environmental laws in connection with the wastewater treatment facilities at Ferro's Delaware River plan, and other similar matters that may arise in the future.) In addition, Mr. Kramer hereby reaffirms the commitments he made to Ferro in paragraphs 1-4 of his Confidentiality Agreement. Ferro will cause its senior management to refrain from making any statements or disclosing any information concerning Mr. Kramer which is likely to disparage Mr. Kramer or which is likely to damage his reputation or

Mr. Kramer will at all times continue to cooperate fully with Ferro, its counsel, and governmental investigators in connection with the on-going investigation of, and litigation arising out of, pending legal issues. Ferro, in turn, will continue to indemnify Mr. Kramer against expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him by reason of the fact that he was an officer of Ferro in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of the pending legal matters in the manner provided in Article V of Ferro's Code of Regulations. (For purposes of this Agreement, the phrase "pending legal matters" includes, without limitation, the accounting irregularities in Ferro's Polymer Additives business and related matters, the putative class action lawsuits related to that matter, the Department of Justice investigation into possible price fixing in the heat stabilizers market, the Belgian, German and Hungarian investigations into cartel activities in the European BBP market, the wrongful termination lawsuit brought by Arno van de Ven, and the allegations related to non-compliance with environmental laws in connection with the wastewater treatment facilities at Ferro's Delaware River plan, and other similar matters that may arise in the future.) In addition, Mr. Kramer hereby reaffirms the commitments he made to Ferro in paragraphs 1-4 of his Confidentiality Agreement. Ferro will cause its senior management to refrain from making any statements or disclosing any information concerning Mr. Kramer which is likely to disparage Mr. Kramer or which is likely to damage his reputation or employment prospects, unless required to do so by law or order of a court or regulatory authority. 8. WAIVER Mr. Kramer acknowledges that Ferro is providing the Enhanced Package in lieu of all other benefits to which Mr. Kramer is or may be entitled arising out of Mr. Kramer's employment and/or termination of employment. Mr. Kramer hereby waives any and all rights to any other severance benefits offered to Ferro employees or other right or benefit under any agreement, understanding, or promise, whether written or oral, between Mr. Kramer and Ferro. 9. JOB CLASSIFICATIONS There are no other Ferro employees in Mr. Kramer's job classification being terminated. 10. RELEASE In consideration of the Enhanced Package, Mr. Kramer hereby releases Ferro, as well as all employees, officers, directors, parents, subsidiaries, affiliates, -6-

agents, representatives, successors, and assigns of Ferro, from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, attorneys' fees, and or expenses, known or unknown, which Mr. Kramer has or may claim to have against any of the foregoing arising from his employment or as a result of his termination of employment with Ferro. Mr. Kramer covenants to Ferro that Mr. Kramer will not assert any such claims, demands, actions, or causes of action. Mr. Kramer acknowledges that the foregoing release includes (but is not limited to) claims arising under Federal, state, or local law in the United States prohibiting employment discrimination, such as the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, 42 U.S.C. Section 1981, Section 1981 of the Civil Rights Act of 1866, the Vietnam Era Veterans Readjustment Assistance Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Family and Medical Leave Act, and all claims under any other Federal or state laws, local ordinances or common law and other laws restricting an employer's right to terminate the employment relationship. Mr. Kramer further acknowledges that such release includes (but is not limited to) any claims Mr. Kramer may have for unemployment compensation or may have

agents, representatives, successors, and assigns of Ferro, from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, attorneys' fees, and or expenses, known or unknown, which Mr. Kramer has or may claim to have against any of the foregoing arising from his employment or as a result of his termination of employment with Ferro. Mr. Kramer covenants to Ferro that Mr. Kramer will not assert any such claims, demands, actions, or causes of action. Mr. Kramer acknowledges that the foregoing release includes (but is not limited to) claims arising under Federal, state, or local law in the United States prohibiting employment discrimination, such as the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, 42 U.S.C. Section 1981, Section 1981 of the Civil Rights Act of 1866, the Vietnam Era Veterans Readjustment Assistance Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Family and Medical Leave Act, and all claims under any other Federal or state laws, local ordinances or common law and other laws restricting an employer's right to terminate the employment relationship. Mr. Kramer further acknowledges that such release includes (but is not limited to) any claims Mr. Kramer may have for unemployment compensation or may have under any internal grievance procedure at Ferro. The foregoing release will not, however, apply to any claims, demands, actions, or causes of action arising after the effective date of this Separation Agreement that are unrelated to Mr. Kramer's termination of employment. 11. VOLUNTARY ELECTION Mr. Kramer acknowledges that: A. The only consideration Mr. Kramer has been given for signing this Separation Agreement are the terms stated in this Separation Agreement. B. No other promises or agreements have been made to or with Mr. Kramer by any person or entity to induce Mr. Kramer to sign this Separation Agreement. C. Mr. Kramer has been given at least 21 days to consider the effect of this Separation Agreement, including the release contained above, before signing this Separation Agreement. D. Mr. Kramer has been encouraged to discuss this Separation Agreement and any matters related to the termination of his employment (including any rights Mr. Kramer may have with respect to a claim of employment -7-

discrimination) with a legal advisor of Mr. Kramer's own choosing and Mr. Kramer has had ample opportunity to do so. E. Mr. Kramer understands that he may revoke this Separation Agreement in writing during the seven day period beginning the day Mr. Kramer signs this Separation Agreement and delivers it to Ferro and that this Separation Agreement will be neither effective nor enforceable until Mr. Kramer's seven-day revocation period has expired. 12. TERMINATION PROCESSING On or before March 31, 2006, Mr. Kramer will surrendered to Ferro all Ferro property in his possession (other than his company car and cellular telephone as provided above). Mr. Kramer will then assist Ferro's human resources department by executing such documentation and completing such other tasks as may be reasonably required for the orderly termination of Mr. Kramer's employment. 13. WITHHOLDING All payments under this Separation Agreement will be subject to withholding, deductions and contributions as

discrimination) with a legal advisor of Mr. Kramer's own choosing and Mr. Kramer has had ample opportunity to do so. E. Mr. Kramer understands that he may revoke this Separation Agreement in writing during the seven day period beginning the day Mr. Kramer signs this Separation Agreement and delivers it to Ferro and that this Separation Agreement will be neither effective nor enforceable until Mr. Kramer's seven-day revocation period has expired. 12. TERMINATION PROCESSING On or before March 31, 2006, Mr. Kramer will surrendered to Ferro all Ferro property in his possession (other than his company car and cellular telephone as provided above). Mr. Kramer will then assist Ferro's human resources department by executing such documentation and completing such other tasks as may be reasonably required for the orderly termination of Mr. Kramer's employment. 13. WITHHOLDING All payments under this Separation Agreement will be subject to withholding, deductions and contributions as required by law. 14. TERMINATION OF CHANGE IN CONTROL AGREEMENT The Change in Control Agreement is hereby terminated by mutual agreement of Ferro and Mr. Kramer when Mr. Kramer's employment with Ferro terminates. 15. GOVERNING LAW This Separation Agreement will be governed by the internal substantive laws of the State of Ohio, the state which Mr. Kramer was employed at the time his employment was terminated. BY SIGNING THIS SEPARATION AGREEMENT AND RELEASE, MR. KRAMER AFFIRMS THAT HE HAS READ THIS SEPARATION AGREEMENT AND RELEASE CAREFULLY, THAT HE KNOWS AND UNDERSTANDS ITS CONTENTS, THAT HE IS SIGNING THIS SEPARATION AGREEMENT AND RELEASE VOLUNTARILY, AND THAT SIGNING THIS SEPARATION AGREEMENT AND RELEASE IS HIS OWN FREE ACT AND DEED. -8-

To evidence their agreement and intention to be bound legally by this document, DALE G. KRAMER and FERRO CORPORATION have signed and dated this SEPARATION AGREEMENT AND RELEASE.
DALE G. KRAMER FERRO CORPORATION

By: -----------------------------------------------------------------------James F. Kirsch President & Chief Operating Officer Date: ______________, 2005

Date: ______________, 2005

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EXHIBIT 10(o) SEPARATION AGREEMENT AND RELEASE

To evidence their agreement and intention to be bound legally by this document, DALE G. KRAMER and FERRO CORPORATION have signed and dated this SEPARATION AGREEMENT AND RELEASE.
DALE G. KRAMER FERRO CORPORATION

By: -----------------------------------------------------------------------James F. Kirsch President & Chief Operating Officer Date: ______________, 2005

Date: ______________, 2005

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EXHIBIT 10(o) SEPARATION AGREEMENT AND RELEASE This document is a SEPARATION AGREEMENT AND RELEASE (this "Separation Agreement") and is between FERRO CORPORATION ("Ferro") and M. CRAIG Benson ("Mr. Benson"). For good and valuable consideration, and intending to be legally bound, Ferro and Mr. Benson hereby agree as follows: 1. TERMINATION OF EMPLOYMENT A. Ferro has employed Mr. Benson since January 1, 2000. B. As of January 1, 2000, Mr. Benson and Ferro signed an employment agreement (the "Employment Agreement") with Ferro, which agreement was amended effective March 15, 2000. C. As of July 31, 2001, Ferro and Mr. Benson signed a Change in Control Agreement (the "Change in Control Agreement"). D. As of March 2, 2002, Mr. Benson and Ferro executed a Confidentiality Agreement ("Confidentiality Agreement"). E. Mr. Benson currently serves as Ferro's Vice President, Electronic Material Systems. F. Ferro and Mr. Benson have mutually decided to end Mr. Benson's employment relationship with Ferro on the terms and conditions set forth in this Separation Agreement. 2. NORMAL PACKAGE A. Under Ferro's standard severance policy, Mr. Benson would have been entitled to receive (1) An amount equal to one week's base pay for each completed year of service plus five additional weeks' pay, or $52,884.59 (i.e., $4,807.69 times 11 weeks), (2) Two weeks' pay in lieu of notice, or $9,615.38 (i.e., $4,807.69 times two weeks), and (3) Health care (i.e., medical and dental) coverage for the month of separation plus an additional four months, i.e., coverage through June 30, 2006.

EXHIBIT 10(o) SEPARATION AGREEMENT AND RELEASE This document is a SEPARATION AGREEMENT AND RELEASE (this "Separation Agreement") and is between FERRO CORPORATION ("Ferro") and M. CRAIG Benson ("Mr. Benson"). For good and valuable consideration, and intending to be legally bound, Ferro and Mr. Benson hereby agree as follows: 1. TERMINATION OF EMPLOYMENT A. Ferro has employed Mr. Benson since January 1, 2000. B. As of January 1, 2000, Mr. Benson and Ferro signed an employment agreement (the "Employment Agreement") with Ferro, which agreement was amended effective March 15, 2000. C. As of July 31, 2001, Ferro and Mr. Benson signed a Change in Control Agreement (the "Change in Control Agreement"). D. As of March 2, 2002, Mr. Benson and Ferro executed a Confidentiality Agreement ("Confidentiality Agreement"). E. Mr. Benson currently serves as Ferro's Vice President, Electronic Material Systems. F. Ferro and Mr. Benson have mutually decided to end Mr. Benson's employment relationship with Ferro on the terms and conditions set forth in this Separation Agreement. 2. NORMAL PACKAGE A. Under Ferro's standard severance policy, Mr. Benson would have been entitled to receive (1) An amount equal to one week's base pay for each completed year of service plus five additional weeks' pay, or $52,884.59 (i.e., $4,807.69 times 11 weeks), (2) Two weeks' pay in lieu of notice, or $9,615.38 (i.e., $4,807.69 times two weeks), and (3) Health care (i.e., medical and dental) coverage for the month of separation plus an additional four months, i.e., coverage through June 30, 2006.

B. The payments and benefits Mr. Benson would have been entitled to receive under Ferro's standard severance practice are called the "Normal Package" below. 3. ENHANCED PACKAGE In consideration of the agreements and promises made by Mr. Benson in this Separation Agreement, Ferro is prepared to provide Mr. Benson with, and Mr. Benson hereby elects to receive, the following enhanced separation pay and benefits (the "Enhanced Package") in lieu of the Normal Package on and subject to the terms and conditions of this Separation Agreement: A. CONTINUATION ON PAYROLL Mr. Benson will continue on Ferro's payroll at his current salary and with his current employee benefits through February 28, 2006. Mr. Benson's employment with Ferro will terminate at the close of business on that date. B. SEVERANCE PERIOD

B. The payments and benefits Mr. Benson would have been entitled to receive under Ferro's standard severance practice are called the "Normal Package" below. 3. ENHANCED PACKAGE In consideration of the agreements and promises made by Mr. Benson in this Separation Agreement, Ferro is prepared to provide Mr. Benson with, and Mr. Benson hereby elects to receive, the following enhanced separation pay and benefits (the "Enhanced Package") in lieu of the Normal Package on and subject to the terms and conditions of this Separation Agreement: A. CONTINUATION ON PAYROLL Mr. Benson will continue on Ferro's payroll at his current salary and with his current employee benefits through February 28, 2006. Mr. Benson's employment with Ferro will terminate at the close of business on that date. B. SEVERANCE PERIOD The "Severance Period" will be the period beginning March 1, 2006, and ending the earlier of August 31, 2007, or the date on which Mr. Benson begins employment and receives income from another employer. C. SEVERANCE PAYMENTS During the Severance Period, Ferro will pay Mr. Benson as severance Mr. Benson's current base salary of $10,416.67 per pay period. D. SEVERANCE BENEFITS During the Severance Period, Ferro will pay the employer's portion of Mr. Benson's premium costs under Ferro's group health (i.e., medical, dental, and vision) plans. E. UNUSED VACATION On or before April 10, 2006, Ferro will pay Mr. Benson the amount of $15,000.00 representing 15 days of earned but unused vacation. F. COMPANY AUTOMOBILE On or before May 1, 2006, Mr. Benson will be entitled to purchase his company automobile in accordance with normal Ferro policy applicable to corporate officers of Ferro. Mr. Benson will be entitled to the use of such automobile (together with gasoline, normal maintenance, and insurance) until such date. -2-

G. CELLULAR TELEPHONE Mr. Benson will be entitled to the continued use of his company cellular telephone until March 1, 2006. Ferro will cooperate with Mr. Benson in transferring his company cellular telephone number to a personal cellular telephone service of Mr. Benson's choosing. H. COMPANY COMPUTER Ferro has custody of Mr. Benson's company computer. Ferro will delete from the computer's hard drive any and all Ferro confidential and proprietary information. When Ferro has completed the deletion process, Ferro will return the company computer to Mr. Benson and Mr. Benson will be entitled to retain the company computer at no cost to Mr. Benson. Mr. Benson will not use any information or data remaining on such computer in any manner that is inconsistent with his obligations under numbered paragraph 8 below.

G. CELLULAR TELEPHONE Mr. Benson will be entitled to the continued use of his company cellular telephone until March 1, 2006. Ferro will cooperate with Mr. Benson in transferring his company cellular telephone number to a personal cellular telephone service of Mr. Benson's choosing. H. COMPANY COMPUTER Ferro has custody of Mr. Benson's company computer. Ferro will delete from the computer's hard drive any and all Ferro confidential and proprietary information. When Ferro has completed the deletion process, Ferro will return the company computer to Mr. Benson and Mr. Benson will be entitled to retain the company computer at no cost to Mr. Benson. Mr. Benson will not use any information or data remaining on such computer in any manner that is inconsistent with his obligations under numbered paragraph 8 below. I. OUTPLACEMENT For a period of one year after the termination of his employment, Ferro will provide Mr. Benson (at Ferro's cost) with the services of an executive outplacement firm selected by Ferro and acceptable to Mr. Benson. J. OTHER BENEFITS Except as set forth above, nothing in this Separation Agreement will abrogate or otherwise modify or amend Mr. Benson's rights and benefits under other employee benefit plans. Accordingly, Mr. Benson's rights and benefits under such other employee benefit plans will be governed by the terms and conditions of such plans. 4. ANNUAL INCENTIVE PLAN A. Mr. Benson is a participant in the Ferro annual incentive plan and is eligible for a bonus payment under such plan for the year 2005. B. Ferro will determine the amount of Mr. Benson's bonus (if any) in good faith and in the ordinary course. If Mr. Benson is entitled to a bonus payment for 2005, Ferro will pay Mr. Benson the bonus when payments are made to other participants. C. Mr. Benson will not be eligible for a bonus payment for the years 2006 or 2007. -3-

5. STOCK OPTIONS A. Mr. Benson has been awarded the following as-yet-unexercised options under Ferro's 1985 Employee Stock Option Plan and Ferro's 2003 Long-Term Incentive Compensation Plan: (1) 5,500 Non-Qualified Options granted February 11, 2000, with an option exercise price of $18.50 per share, (2) 5,500 Non-Qualified Options granted February 9, 2001, with an option exercise price of $23.60 per share, (3) 2,000 Non-Qualified Options granted February 9, 2001, with an option exercise price of $23.60 per share, (4) 10,000 Non-Qualified Options granted February 11, 2002, with an option exercise price of $25.50 per share, (5) 7,000 Non-Qualified Options granted February 28, 2003, with an option exercise price of $21.26 per share, (6) 20,000 Non-Qualified Options granted February 9, 2004, with an option exercise price of $26.26 per share, (7) 12,372 Non-Qualified Options granted February 7, 2005, with an option exercise price of $19.39 per share,

5. STOCK OPTIONS A. Mr. Benson has been awarded the following as-yet-unexercised options under Ferro's 1985 Employee Stock Option Plan and Ferro's 2003 Long-Term Incentive Compensation Plan: (1) 5,500 Non-Qualified Options granted February 11, 2000, with an option exercise price of $18.50 per share, (2) 5,500 Non-Qualified Options granted February 9, 2001, with an option exercise price of $23.60 per share, (3) 2,000 Non-Qualified Options granted February 9, 2001, with an option exercise price of $23.60 per share, (4) 10,000 Non-Qualified Options granted February 11, 2002, with an option exercise price of $25.50 per share, (5) 7,000 Non-Qualified Options granted February 28, 2003, with an option exercise price of $21.26 per share, (6) 20,000 Non-Qualified Options granted February 9, 2004, with an option exercise price of $26.26 per share, (7) 12,372 Non-Qualified Options granted February 7, 2005, with an option exercise price of $19.39 per share, and (8) 20,628 Incentive Stock Options granted February 7, 2005, with an option exercise price of $19.39 per share. Mr. Benson will not be awarded any further options under any Ferro stock option plan. B. Subject to any trading blackouts that may from time to time be in effect, Mr. Benson will be entitled to exercise any of the foregoing options that have vested as of the date his employment with Ferro terminates provided Mr. Benson carries out such exercise no later than 90 days after Ferro has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, with the Securities and Exchange Commission. After such 90-day period has ended, however, Mr. Benson will not be entitled to exercise any further Ferro stock options. 6. PERFORMANCE SHARE AWARDS A. Ferro made an award of 5,000 Performance Shares to Mr. Benson in 2003 under Ferro's 1997 Performance Share Plan and Ferro's 2003 Long-Term Incentive Compensation Plan for the performance period January 1, 2003, through December 31, 2005. Ferro will determine -4-

the amount (if any) of Mr. Benson's award with respect to such Performance Shares in good faith and in the ordinary course. If Mr. Benson is entitled to a distribution of shares or payment in respect of such award, Ferro will make the resulting distribution of shares or payment to Mr. Benson when distributions and payments are made to other participants. B. Ferro has also made the following as-yet-unmatured awards of Performance Shares to Mr. Benson under Ferro's 1997 Performance Share Plan and/or Ferro's 2003 Long-Term Incentive Compensation Plan: (1) 8,300 Performance Shares for the performance period January 1, 2004, through December 31, 2006, and (2) 7,300 Performance Shares for the performance period January 1, 2005, through December 31, 2007. C. Ferro will make no further awards to Mr. Benson under the Performance Share Plan and Mr. Benson will be eligible for no further distributions or payments with respect to such as-yet-unmatured Performance Shares. 7. ACQUISITION PERFORMANCE REWARD PLAN AWARD

the amount (if any) of Mr. Benson's award with respect to such Performance Shares in good faith and in the ordinary course. If Mr. Benson is entitled to a distribution of shares or payment in respect of such award, Ferro will make the resulting distribution of shares or payment to Mr. Benson when distributions and payments are made to other participants. B. Ferro has also made the following as-yet-unmatured awards of Performance Shares to Mr. Benson under Ferro's 1997 Performance Share Plan and/or Ferro's 2003 Long-Term Incentive Compensation Plan: (1) 8,300 Performance Shares for the performance period January 1, 2004, through December 31, 2006, and (2) 7,300 Performance Shares for the performance period January 1, 2005, through December 31, 2007. C. Ferro will make no further awards to Mr. Benson under the Performance Share Plan and Mr. Benson will be eligible for no further distributions or payments with respect to such as-yet-unmatured Performance Shares. 7. ACQUISITION PERFORMANCE REWARD PLAN AWARD A. In 2001, in connection with the dmc(2) acquisition, Ferro awarded Mr. Benson 3,000 Reward Shares under the Ferro Acquisition Performance Reward Plan. B. According to the terms Acquisition Performance Reward Plan, if targeted results were achieved during a fouryear performance period, Mr. Benson would receive a cash payment according to a formula set forth in the award. C. Ferro will determine the amount (if any) of Mr. Benson's award with respect to such Reward Shares in good faith and in the ordinary course. If Mr. Benson is entitled to a payment in respect of such Reward Shares, then Ferro will make the resulting payment to Mr. Benson when payments are made to other participants. 8. NON-COMPETITION AND CONFIDENTIALITY Mr. Benson will not disclose this Separation Agreement or its terms to anyone other than his spouse or his personal tax advisor, financial advisor, or attorney. In addition, in consideration of the Enhanced Package, Mr. Benson promises that: -5-

A. During the Severance Period and for a period of one year thereafter, Mr. Benson will not, without Ferro's prior written approval, directly or indirectly, engage in, or assist or have an ownership interest in, or act as agent, advisor or consultant of, for, or to any person, firm, partnership, corporation or other entity that is engaged in, the manufacture or sale of products that compete with Ferro's electronic material systems products or any products which are logical extensions, on a manufacturing or technological basis, of such products. (For purposes of this Separation Agreement, companies that compete with Ferro's electronic material systems business will be deemed to be only those businesses listed on Appendix A to this Separation Agreement.) B. During the Severance Period and thereafter, Mr. Benson will not disclose to any persons any proprietary or confidential business information concerning Ferro, any of its affiliated companies, obtained or which came to Mr. Benson's attention during the course of his employment with Ferro as set forth in paragraphs 2, 3 and 4 of the Confidentiality Agreement. C. During the Severance Period and thereafter, Mr. Benson will not make any statements or disclose any information concerning Ferro, its directors, officers, management, staff, employees, representatives, or agents (collectively, "Ferro and its management") which reasonably could be expected to disparage Ferro or its management, damage the reputation or business prospects of Ferro or its management, or interfere in any way with the business relations Ferro has with its customers (including potential customers), suppliers, alliance partners, employees, investors, or shareholders.

A. During the Severance Period and for a period of one year thereafter, Mr. Benson will not, without Ferro's prior written approval, directly or indirectly, engage in, or assist or have an ownership interest in, or act as agent, advisor or consultant of, for, or to any person, firm, partnership, corporation or other entity that is engaged in, the manufacture or sale of products that compete with Ferro's electronic material systems products or any products which are logical extensions, on a manufacturing or technological basis, of such products. (For purposes of this Separation Agreement, companies that compete with Ferro's electronic material systems business will be deemed to be only those businesses listed on Appendix A to this Separation Agreement.) B. During the Severance Period and thereafter, Mr. Benson will not disclose to any persons any proprietary or confidential business information concerning Ferro, any of its affiliated companies, obtained or which came to Mr. Benson's attention during the course of his employment with Ferro as set forth in paragraphs 2, 3 and 4 of the Confidentiality Agreement. C. During the Severance Period and thereafter, Mr. Benson will not make any statements or disclose any information concerning Ferro, its directors, officers, management, staff, employees, representatives, or agents (collectively, "Ferro and its management") which reasonably could be expected to disparage Ferro or its management, damage the reputation or business prospects of Ferro or its management, or interfere in any way with the business relations Ferro has with its customers (including potential customers), suppliers, alliance partners, employees, investors, or shareholders. In addition, Mr. Benson hereby reaffirms the commitments he made to Ferro in paragraphs 1-4 of his Confidentiality Agreement, but otherwise Mr. Benson's Employment Agreement and Confidentiality Agreement will have no further force or effect and are superseded entirely by this Separation Agreement. 9. WAIVER Mr. Benson acknowledges that Ferro is providing the Enhanced Package in lieu of all other benefits to which Mr. Benson is or may be entitled arising out of Mr. Benson's employment and/or termination of employment. Mr. Benson hereby waives any and all rights to any other severance benefits offered to Ferro employees or other right or benefit under any agreement, understanding, or promise, whether written or oral, between Mr. Benson and Ferro. 10. JOB CLASSIFICATIONS There are no other Ferro employees in Mr. Benson's job classification being terminated. -6-

11. RELEASE In consideration of the Enhanced Package, Mr. Benson hereby releases Ferro, as well as all employees, officers, directors, parents, subsidiaries, affiliates, agents, representatives, successors, and assigns of Ferro, from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, attorneys' fees, and or expenses, known or unknown, which Mr. Benson has or may claim to have against any of the foregoing arising from his employment or as a result of his termination of employment with Ferro. Mr. Benson covenants to Ferro that Mr. Benson will not assert any such claims, demands, actions, or causes of action. Mr. Benson acknowledges that the foregoing release includes (but is not limited to) claims arising under Federal, state, or local law in the United States prohibiting employment discrimination, such as the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, 42 U.S.C. Section 1981, Section 1981 of the Civil Rights Act of 1866, the Vietnam Era Veterans Readjustment Assistance Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Family and Medical Leave Act, and all claims under any other Federal or state laws, local ordinances or common law and other laws restricting an employer's right to terminate the employment relationship. Mr. Benson further acknowledges that such release

11. RELEASE In consideration of the Enhanced Package, Mr. Benson hereby releases Ferro, as well as all employees, officers, directors, parents, subsidiaries, affiliates, agents, representatives, successors, and assigns of Ferro, from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, attorneys' fees, and or expenses, known or unknown, which Mr. Benson has or may claim to have against any of the foregoing arising from his employment or as a result of his termination of employment with Ferro. Mr. Benson covenants to Ferro that Mr. Benson will not assert any such claims, demands, actions, or causes of action. Mr. Benson acknowledges that the foregoing release includes (but is not limited to) claims arising under Federal, state, or local law in the United States prohibiting employment discrimination, such as the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, 42 U.S.C. Section 1981, Section 1981 of the Civil Rights Act of 1866, the Vietnam Era Veterans Readjustment Assistance Act, the Rehabilitation Act of 1973, the Americans with Disabilities Act, the Family and Medical Leave Act, and all claims under any other Federal or state laws, local ordinances or common law and other laws restricting an employer's right to terminate the employment relationship. Mr. Benson further acknowledges that such release includes (but is not limited to) any claims Mr. Benson may have for unemployment compensation or may have under any internal grievance procedure at Ferro. The foregoing release will not, however, apply to any claims, demands, actions, or causes of action arising after the effective date of this Separation Agreement that are unrelated to Mr. Benson's termination of employment. 12. MR. BENSON'S EMPLOYMENT FILE As soon as practicable after the effectiveness of this Separation Agreement, Ferro will provide Mr. Benson a copy of the employment file maintained by Ferro in the ordinary course of business; provided, however, that Ferro had made and makes no representation or warranty about the contents of such employment file. 12. NON-DISPARAGEMENT OF MR. BENSON During the Severance Period and thereafter, Ferro will not make any statements or disclose any information concerning Mr. Benson which reasonably could be expected to disparage Mr. Benson or damage his reputation or employment prospects. -7-

13. VOLUNTARY ELECTION Mr. Benson acknowledges that: A. The only consideration Mr. Benson has been given for signing this Separation Agreement are the terms stated in this Separation Agreement. B. No other promises or agreements have been made to or with Mr. Benson by any person or entity to induce Mr. Benson to sign this Separation Agreement. C. Mr. Benson has been given at least 21 days to consider the effect of this Separation Agreement, including the release contained above, before signing this Separation Agreement. D. Mr. Benson has been encouraged to discuss this Separation Agreement and any matters related to the termination of his employment (including any rights Mr. Benson may have with respect to a claim of employment discrimination) with a legal advisor of Mr. Benson's own choosing and Mr. Benson has had ample opportunity to do so.

13. VOLUNTARY ELECTION Mr. Benson acknowledges that: A. The only consideration Mr. Benson has been given for signing this Separation Agreement are the terms stated in this Separation Agreement. B. No other promises or agreements have been made to or with Mr. Benson by any person or entity to induce Mr. Benson to sign this Separation Agreement. C. Mr. Benson has been given at least 21 days to consider the effect of this Separation Agreement, including the release contained above, before signing this Separation Agreement. D. Mr. Benson has been encouraged to discuss this Separation Agreement and any matters related to the termination of his employment (including any rights Mr. Benson may have with respect to a claim of employment discrimination) with a legal advisor of Mr. Benson's own choosing and Mr. Benson has had ample opportunity to do so. E. Mr. Benson understands that he may revoke this Separation Agreement in writing during the seven day period beginning the day Mr. Benson signs this Separation Agreement and delivers it to Ferro and that this Separation Agreement will be neither effective nor enforceable until Mr. Benson's seven-day revocation period has expired. 14. TERMINATION PROCESSING Mr. Benson has previously surrendered to Ferro all Ferro property in his possession (other than his company car and cellular telephone as provided above). Immediately after the execution and delivery of this Separation Agreement, Mr. Benson will assist Ferro's human resources department by executing such documentation and completing such other tasks as may be reasonably required for the orderly termination of Mr. Benson's employment. 15. WITHHOLDING All payments under this Separation Agreement will be subject to withholding, deductions and contributions as required by law. 16. TERMINATION OF CHANGE IN CONTROL AGREEMENT The Change in Control Agreement is hereby terminated by mutual agreement of Ferro and Mr. Benson effective the date of this Separation Agreement. -8-

17. GOVERNING LAW This Separation Agreement will be governed by the internal substantive laws of the State of Ohio, the state in which Mr. Benson was employed at the time his employment was terminated. BY SIGNING THIS SEPARATION AGREEMENT AND RELEASE, MR. BENSON AFFIRMS THAT HE HAS READ THIS SEPARATION AGREEMENT AND RELEASE CAREFULLY, THAT HE KNOWS AND UNDERSTANDS ITS CONTENTS, THAT HE IS SIGNING THIS SEPARATION AGREEMENT AND RELEASE VOLUNTARILY, AND THAT SIGNING THIS SEPARATION AGREEMENT AND RELEASE IS HIS OWN FREE ACT AND DEED. To evidence their agreement and intention to be bound legally by this document, M. CRAIG BENSON and FERRO CORPORATION have signed and dated this SEPARATION AGREEMENT AND RELEASE.
M. CRAIG BENSON FERRO CORPORATION

17. GOVERNING LAW This Separation Agreement will be governed by the internal substantive laws of the State of Ohio, the state in which Mr. Benson was employed at the time his employment was terminated. BY SIGNING THIS SEPARATION AGREEMENT AND RELEASE, MR. BENSON AFFIRMS THAT HE HAS READ THIS SEPARATION AGREEMENT AND RELEASE CAREFULLY, THAT HE KNOWS AND UNDERSTANDS ITS CONTENTS, THAT HE IS SIGNING THIS SEPARATION AGREEMENT AND RELEASE VOLUNTARILY, AND THAT SIGNING THIS SEPARATION AGREEMENT AND RELEASE IS HIS OWN FREE ACT AND DEED. To evidence their agreement and intention to be bound legally by this document, M. CRAIG BENSON and FERRO CORPORATION have signed and dated this SEPARATION AGREEMENT AND RELEASE.
M. CRAIG BENSON FERRO CORPORATION

/s/ M. Craig Benson -------------------------------------

By: /s/ James F. Kirsch -----------------------------------James F. Kirsch President & Chief Executive Officer Date: March 7, 2006

Date: March 6, 2006

-9-

Appendix A Companies That Compete with Ferro's Electronic Material Systems Business 1. NCI (also called JCI) - dielectrics 2. Kyoritsu - dielectrics 3. DuPont Electronic Materials- metal pastes for solar and MLCC; and slurries for CMP 4. Sumitomo - metal pastes 5. Shoei - metal pastes and metal powders 6. Heraeus Electronic Materials - metal pastes and electronic packaging materials 7. Namics - metal pastes 8. Mitsui - surface finishing materials 9. Showa Denko - surface finishing materials 10. Fujimi - surface finishing materials and CMP slurries 11. Cabot Microelectronics - CMP slurries 12. Hitachi Electronic Materials - CMP slurries
13. Rodel - CMP slurries FERRO CORPORATION

M. CRAIG BENSON

By:

Appendix A Companies That Compete with Ferro's Electronic Material Systems Business 1. NCI (also called JCI) - dielectrics 2. Kyoritsu - dielectrics 3. DuPont Electronic Materials- metal pastes for solar and MLCC; and slurries for CMP 4. Sumitomo - metal pastes 5. Shoei - metal pastes and metal powders 6. Heraeus Electronic Materials - metal pastes and electronic packaging materials 7. Namics - metal pastes 8. Mitsui - surface finishing materials 9. Showa Denko - surface finishing materials 10. Fujimi - surface finishing materials and CMP slurries 11. Cabot Microelectronics - CMP slurries 12. Hitachi Electronic Materials - CMP slurries
13. Rodel - CMP slurries FERRO CORPORATION

M. CRAIG BENSON

By: -----------------------------------------------------------------------James F. Kirsch President & Chief Executive Officer Date: March __, 2006

Date: March __, 2006

. . . EXHIBIT 11 FERRO CORPORATION AND SUBSIDIARIES STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share amounts) 2004 -----------BASIC EARNINGS PER SHARE COMPUTATION: Net income available to common shareholders Less: Income (loss) from discontinued operations RESTATED 2003* ------------

2002* ------------

$

23,220 (2,915) -----------$ 26,135 ============

11,962 4,412 -----------$ 7,550 ============

$

70,720 39,976 -----------$ 30,744 ============

$

. . . EXHIBIT 11 FERRO CORPORATION AND SUBSIDIARIES STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share amounts) 2004 -----------BASIC EARNINGS PER SHARE COMPUTATION: Net income available to common shareholders Less: Income (loss) from discontinued operations RESTATED 2003* ------------

2002* ------------

23,220 (2,915) -----------$ 26,135 ============ 41,981 $ 0.62 ============

$

11,962 4,412 -----------$ 7,550 ============ 40,903 $ 0.18 ============

$

$

70,720 39,976 -----------$ 30,744 ============ 38,277 $ 0.80 ============

Weighted-average common shares outstanding Basic earnings per share from continuing operations

DILUTED EARNINGS PER SHARE COMPUTATION: Net income available to common shareholders Less: Income (loss) from discontinued operations Plus: Convertible preferred stock

23,220 (2,915) ------------$ 26,135 ============ 41,981 -254 -----------42,235 ============ $ 0.62 ============

$

11,962 4,412 ------------$ 7,550 ============ 40,903 -184 -----------41,087 ============ $ 0.18 ============

$

$

70,720 39,976 1,988 -----------$ 32,732 ============ 38,277 1,992 740 -----------41,009 ============ $ 0.80 ============

Weighted-average common shares outstanding Assumed conversion of convertible preferred stock Assumed exercise of stock options Weighted-average diluted shares outstanding

Diluted earnings per share from continuing operations

* Reflects voluntary early adoption of EITF No. 04-06.

. . . EXHIBIT 12 FERRO CORPORATION AND SUBSIDIARIES RATIO OF EARNINGS TO FIXED CHARGES
(dollars in thousands) 2004 -----------EARNINGS: Pre-tax income RESTATED 2003* -----------200 ------

$

31,192

$

12,016

$

. . . EXHIBIT 12 FERRO CORPORATION AND SUBSIDIARIES RATIO OF EARNINGS TO FIXED CHARGES
(dollars in thousands) 2004 -----------EARNINGS: Pre-tax income Fixed charges Minority interest & affiliate earnings Dividends from equity investees Interest capitalization Total earnings RESTATED 2003* -----------200 ------

31,192 45,393 (196) 5,292 (214) -----------$ 81,467 ============

$

12,016 46,720 (1,178) 1,358 (302) -----------$ 58,614 ============

$

$

-----$ ======

COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS: Interest expense Interest capitalization Amortization of discounts and capitalized expenses on debt Interest portion of rental expense Total fixed charges Preferred stock dividends Combined fixed charges and preferred stock dividends

41,993 214 2,399 786 -----------45,392 1,705 -----------$ 47,097 ============

$

43,106 302 2,225 1,087 -----------46,720 2,088 -----------$ 48,808 ============

$

$

------

-----$ ======

RATIO OF EARNINGS TO FIXED CHARGES: Total earnings Divided by: Total fixed charges Ratio of earnings to fixed charges

$ 81,467 $ 45,392 -----------1.79 ============

$ 58,614 $ 46,720 -----------1.25 ============

$ $ -----======

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED: STOCK DIVIDENDS: Total earnings Divided by: Combined fixed charges and preferred stock dividends Ratio of earnings to combined fixed charges and preferred stock dividends

$

81,467

$

58,614

$ $ ------

$ 47,097 -----------1.73 ============

$ 48,808 -----------1.20 ============

======

* Reflects voluntary early adoption of EITF No. 04-06.

. . . EXHIBIT 21 LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2004
SOVEREIGN POWER UNDER

. . . EXHIBIT 21 LIST OF SUBSIDIARIES AS OF DECEMBER 31, 2004
SOVEREIGN POWER UNDER THE LAWS OF WHICH ORGANIZED ---------------------------

NAME OF SUBSIDIARY* -------------------

Ferro China Holdings Inc. USA Zibo Ferro Performance Materials Company, Limited (67%) People's Republic of China Ferro Electronic Materials Inc. USA Ferro Finance Corporation USA Ferro Glass & Color Corporation USA Ferro Colores SA de CV Mexico Ferro International Services Inc. USA Ferro Pfanstiehl Laboratories, Inc. USA Ferro Pfanstiehl (Europe) Ltd United Kingdom Ferro Argentina SA Argentina Minera Loma Blanca SA Argentina Procesadora de Boratos Argentinos SA Argentina Ferro Corporation (Australia) Pty Ltd Australia Ferro Enamel do Brasil Industria e Comercio Ltda Brazil Ferro Industrial Products Ltd Canada ESFEL SA (19%) Ecuador Ferro Holding GmbH Germany Ferro GmbH Germany Magmalor GmbH Germany FC France Acquisition Sarl France Ferro Couleurs France SA France PT Ferro Ceramic Colors Indonesia (59%) Indonesia PT Ferro Additives Asia (75.4%) Indonesia PT Ferro Mas Dinamika (95%) Indonesia Ferro Japan K.K. Japan Ferro Far East Ltd Hong Kong Ferro Mexicana SA de CV Mexico Ferro B.V. The Netherlands Ferro (Belgium) Sprl Belgium Ferro France Sarl France Ferro Chemicals SA France Ferro Services Sarl France Ferro Arnsberg GmbH iL Germany Ferro (Italia) SrL Italy Smaltochimica SrL (40%) Italy Ferro (Holland) BV The Netherlands Ferro Investments BV The Netherlands Ferro Industrias Quimicas (Portugal) Lda Portugal Ferro (Suzhou) Performance Materials Co. Ltd People's Republic of China Ferro Taiwan Ltd Republic of China DC-Ferro Co., Ltd (50%) Republic of Korea Ferro Spain SA Spain Chilches Materials SA (20%) Spain Gardenia-Quimica SA (36%) Spain Kerajet SA (25%) Spain Ferro (Thailand) Co. Ltd Thailand Ferro Cerdec (Thailand) Co. Ltd (49%) Thailand Ferro de Venezuela CA (51%) Venezuela Ferro (Great Britain) Ltd United Kingdom

* Percentages in parentheses indicate Ferro's ownership. Ferro has a number of sales and warehousing subsidiaries throughout the world that are omitted from the foregoing list because they are considered in the aggregate or individually not to constitute a significant subsidiary.

EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Ferro Corporation: We consent to incorporation by reference in the Registration Statements (File Nos. 2-61407, 33-28520, 3345582, 333-91774, 333-97529, and 333-108179) on Form S-8 and in the Registration Statements (File Nos. 33-51284, 33-63855 and 333-84322) on Form S-3 of Ferro Corporation of our report dated March 31, 2006, relating to the consolidated balance sheets of Ferro Corporation and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2004, and financial statement schedule, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the December 31, 2004 Annual Report on Form 10-K of Ferro Corporation. Our report dated March 31, 2006 contains an explanatory paragraph that states that the Company faces certain liquidity uncertainties, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements and financial statement schedule do not include any adjustments that might result from the outcome of that uncertainty. Our report dated March 31, 2006, states that the 2003 consolidated financial statements have been restated; effective January 1, 2003, the Company adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirements Obligations, and effective January 1, 2002, the Company adopted the provisions of the Financial Accounting Standards Board's Emerging Issues Task Force No. 04-06, Accounting for Stripping Costs Incurred During Production in the Mining Industry. Our report dated March 31, 2006, on Internal Control over Financial Reporting expresses our opinion that Ferro Corporation did not maintain effective internal control over financial reporting as of December 31, 2004 because of the effect of material weaknesses described below on the achievement of the objectives of the control criteria. In addition, our report contains explanatory paragraphs that state that management identified and included in management's assessment material weaknesses relating to: Inadequately trained and insufficient numbers of accounting personnel coupled with insufficient accounting policies and procedures; non-adherence to policies and procedures associated with the financial statement reporting process; failure to consistently reconcile and perform timely reviews of accounting reconciliations, data files and journal entries; failure to properly identify and ensure receipt of agreements for review by accounting personnel, and failure to consistently review the calculations and accounting for amounts due to employees under various compensation plans.
/s/ KPMG LLP KPMG LLP Cleveland, Ohio March 31, 2006

EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) I, James F. Kirsch, President and Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Ferro Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Ferro Corporation: We consent to incorporation by reference in the Registration Statements (File Nos. 2-61407, 33-28520, 3345582, 333-91774, 333-97529, and 333-108179) on Form S-8 and in the Registration Statements (File Nos. 33-51284, 33-63855 and 333-84322) on Form S-3 of Ferro Corporation of our report dated March 31, 2006, relating to the consolidated balance sheets of Ferro Corporation and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2004, and financial statement schedule, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the December 31, 2004 Annual Report on Form 10-K of Ferro Corporation. Our report dated March 31, 2006 contains an explanatory paragraph that states that the Company faces certain liquidity uncertainties, which raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements and financial statement schedule do not include any adjustments that might result from the outcome of that uncertainty. Our report dated March 31, 2006, states that the 2003 consolidated financial statements have been restated; effective January 1, 2003, the Company adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirements Obligations, and effective January 1, 2002, the Company adopted the provisions of the Financial Accounting Standards Board's Emerging Issues Task Force No. 04-06, Accounting for Stripping Costs Incurred During Production in the Mining Industry. Our report dated March 31, 2006, on Internal Control over Financial Reporting expresses our opinion that Ferro Corporation did not maintain effective internal control over financial reporting as of December 31, 2004 because of the effect of material weaknesses described below on the achievement of the objectives of the control criteria. In addition, our report contains explanatory paragraphs that state that management identified and included in management's assessment material weaknesses relating to: Inadequately trained and insufficient numbers of accounting personnel coupled with insufficient accounting policies and procedures; non-adherence to policies and procedures associated with the financial statement reporting process; failure to consistently reconcile and perform timely reviews of accounting reconciliations, data files and journal entries; failure to properly identify and ensure receipt of agreements for review by accounting personnel, and failure to consistently review the calculations and accounting for amounts due to employees under various compensation plans.
/s/ KPMG LLP KPMG LLP Cleveland, Ohio March 31, 2006

EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) I, James F. Kirsch, President and Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Ferro Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) I, James F. Kirsch, President and Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Ferro Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 31, 2006 /s/ James F. Kirsch ------------------------------------James F. Kirsch President and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) I, Thomas M. Gannon, Vice President and Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Ferro Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 31, 2006 /s/ Thomas M. Gannon -----------------------------------------Thomas M. Gannon Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a)/15d-14(a) I, Thomas M. Gannon, Vice President and Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Ferro Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 31, 2006 /s/ Thomas M. Gannon -----------------------------------------Thomas M. Gannon Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350 In connection with the Form 10-K (the "Report") of Ferro Corporation (the "Company") for the period ending December 31, 2004, I, James F. Kirsch, Chairman and Chief Executive Officer of the Company, certify that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ James F. Kirsch ------------------------------------James F. Kirsch President and Chief Executive Officer Dated: March 31, 2006

EXHIBIT 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350 In connection with the Form 10-K (the "Report") of Ferro Corporation (the "Company") for the period ending December 31, 2004, I, Thomas M. Gannon, Vice President and Chief Financial Officer of the Company, certify that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Thomas M. Gannon -----------------------------------------Thomas M. Gannon Vice President and Chief Financial Officer Dated: March 31, 2006

EXHIBIT 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350 In connection with the Form 10-K (the "Report") of Ferro Corporation (the "Company") for the period ending December 31, 2004, I, James F. Kirsch, Chairman and Chief Executive Officer of the Company, certify that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ James F. Kirsch ------------------------------------James F. Kirsch President and Chief Executive Officer Dated: March 31, 2006

EXHIBIT 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350 In connection with the Form 10-K (the "Report") of Ferro Corporation (the "Company") for the period ending December 31, 2004, I, Thomas M. Gannon, Vice President and Chief Financial Officer of the Company, certify that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Thomas M. Gannon -----------------------------------------Thomas M. Gannon Vice President and Chief Financial Officer Dated: March 31, 2006

EXHIBIT 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350 In connection with the Form 10-K (the "Report") of Ferro Corporation (the "Company") for the period ending December 31, 2004, I, Thomas M. Gannon, Vice President and Chief Financial Officer of the Company, certify that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Thomas M. Gannon -----------------------------------------Thomas M. Gannon Vice President and Chief Financial Officer Dated: March 31, 2006