FERRO CORP
INDEMNIFICATION AGMT
<DOCUMENT>
<TYPE>EX-10.F
<SEQUENCE>10
<FILENAME>l05628aexv10wf.txt
<DESCRIPTION>INDEMNIFICATION AGMT
<TEXT>
<PAGE>

                                                                   Exhibit 10(f)

                            INDEMNIFICATION AGREEMENT
                            -------------------------

         This Agreement is made as of the day of __________,_ _____, between
Ferro Corporation, an Ohio corporation (the "Company") and ___________, a
director, officer or representative (as hereinafter defined) of the Company (the
"Indemnitee");

         WHEREAS, the Company and the Indemnitee are each aware of the exposure
to litigation of officers, directors and representatives of the Company as such
persons exercise their duties to the Company;

         WHEREAS, the Company and the Indemnitee are also aware of conditions in
the insurance industry that have affected and may continue to affect the
Company's ability to obtain appropriate directors' and officers' liability
insurance on an economically acceptable basis;

         WHEREAS, the Company desires to continue to benefit from the services
of highly qualified, experienced and otherwise competent persons such as the
Indemnitee;

         WHEREAS, the Indemnitee desires to serve or to continue to serve the
Company as a director, officer or as a director, officer or trustee of another
corporation, joint venture, trust or other enterprise in which the Company has a
direct or indirect ownership interest, for so long as the Company continues to
provide on an acceptable basis adequate and reliable indemnification against
certain liabilities and expenses which may be incurred by the Indemnitee.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties hereto agree as follows:

1.       INDEMNIFICATION
         ---------------

         Subject to the terms of this Agreement, the Company shall indemnify the
         Indemnitee with respect to his/her activities as a director or officer
         of the Company and/or as a person who is serving or has served on
         behalf of the Company ("representative") as a director, officer, or
         trustee of another corporation, joint venture, trust or other
         enterprise, domestic or foreign, in which the Company has a direct or
         indirect ownership interest (an "affiliated entity") against expenses
         (including, without limitation, attorneys' fees, judgments, fines, and
         amounts paid in settlement) actually and reasonably incurred by him/her
         ("Expenses") in connection with any claim against Indemnitee which is
         the subject of any threatened, pending, or completed action, suit, or
         proceeding, whether civil, criminal, administrative, investigative or
         otherwise and whether formal or informal (a "Proceeding"), to which
         Indemnitee was, is, or is threatened to be made a party by reason of
         facts which include Indemnitee's being or having been such a director,
         officer or representative, to the extent of the highest and most
         advantageous to the Indemnitee, as determined by the Indemnitee, of one
         or any combination of the following:

<PAGE>

         (a)      The benefits provided by the Company's Regulations in effect
                  on the date hereof, as adopted by the shareholders of the
                  Company at the 1987 annual meeting of shareholders;

         (b)      The benefits provided by the Articles of Incorporation,
                  Regulations, or By-laws or their equivalent of the Company in
                  effect at the time Expenses are incurred by Indemnitee;

         (c)      The benefits allowable under Ohio law in effect at the date
                  hereof;

         (d)      The benefits allowable under the law of the jurisdiction under
                  which the Company exists at the time Expenses are incurred by
                  the Indemnitee;

         (e)      The benefits available under liability insurance obtained by
                  the Company;

         (f)      The benefits which would have been available to the Indemnitee
                  under the Directors and Officers Liability Insurance and
                  Reimbursement for Directors and Officers Liability Policy
                  issued by Harbor Insurance Company on April 8, 1985 which
                  expired on March 30, 1986 and which is designated as policy
                  number HI 211839 had such policy continued in effect and
                  unamended at the time Expenses are incurred by the Indemnitee;
                  and

         (g)      Such other benefits as are or may be otherwise available to
                  Indemnitee.

         Combination of two or more of the benefits provided by (a) through (g)
         shall be available to the extent that the Applicable Document, as
         hereafter defined, does not require that the benefits provided therein
         be exclusive of other benefits. The document or law providing for the
         benefits listed in items (a) through (g) above is called the
         "Applicable Document" in this Agreement. The Company hereby undertakes
         to use its best efforts to assist Indemnitee, in all proper and legal
         ways, to obtain the benefits selected by Indemnitee under items (a)
         through (g) above.

         For purposes of this Agreement, references to "other enterprises" shall
         include employee benefit plans for employees of the Company or of any
         affiliated entity without regard to ownership of such plans; references
         to "fines" shall include any excise taxes assessed on the Indemnitee
         with respect to any employee benefit plan; references to "serving on
         behalf of the Company" shall include any service as a director,
         officer, employee or agent of the Company which imposes duties on, or
         involves services by, the Indemnitee with respect to an employee
         benefit plan, its participants or beneficiaries; references to the
         masculine shall include the feminine; references to the singular shall
         include the plural and vice versa; and if the Indemnitee acted in good
         faith and in a manner he reasonably believed to be in the interest of
         the participants and beneficiaries of an employee benefit plan he shall
         be deemed to have acted in a manner consistent with the standards
         required for indemnification by the Company under the Applicable
         Documents.

2.       INSURANCE
         ---------



                                      -2-
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         The Company shall maintain directors' and officers' liability insurance
         for so long as Indemnitee's services are covered hereunder, provided
         and only to the extent that such insurance is available in amounts and
         on terms and conditions determined by the Company to be acceptable.
         However, the Company agrees that the provisions hereof shall remain in
         effect regardless of whether liability or other insurance coverage is
         at any time obtained or retained by the Company; except that any
         payments in fact made to Indemnitee under an insurance policy obtained
         or retained by the Company shall reduce the obligation of the Company
         to make payments hereunder by the amount of the payments made under any
         such insurance policy.

3.       PAYMENT OF EXPENSES
         -------------------

         At Indemnitee's request, the Company shall pay the Expenses as and when
         incurred by Indemnitee, after receipt of written notice pursuant to
         Section 6 hereof and an undertaking in the form of Exhibit I attached
         hereto by or on behalf of Indemnitee (i) to repay such amounts so paid
         on Indemnitee's behalf if it shall ultimately be determined under the
         Applicable Document that Indemnitee is required to repay such amounts
         and (ii) to reasonably cooperate with the Company concerning such
         Proceeding. That portion of Expenses which represents attorneys' fees
         and other costs incurred in defending any Proceeding shall be paid by
         the Company within thirty (30) days of its receipt of such request,
         together with reasonable documentation (consistent, in the case of
         attorneys' fees, with Company practice in payment of legal fees for
         outside counsel generally) evidencing the amount and nature of such
         Expenses, subject to its also having received such a notice and
         undertaking.

4.       ESCROW
         ------

         The Company shall dedicate an aggregate of TWO AND ONE-HALF MILLION
         DOLLARS ($2,500,000) as collateral security for the funding of its
         obligations hereunder and under similar and predecessor agreements with
         other directors, officers and representatives by depositing assets or
         bank letters of credit in escrow or reserving lines of credit that may
         be drawn down by an escrow agent in the dedicated amount (the "Escrow
         Reserve"). Attached hereto as Exhibit II is the form of escrow
         agreement relating to the establishment and operation of the Escrow
         Reserve. The Company shall have the rights of substitution with respect
         to the funding in escrow of its obligations hereunder, as provided in
         such Exhibit II. The Company shall, upon request, promptly provide to
         Indemnitee such additional documentation or information with respect to
         the escrow as Indemnitee may from time to time reasonably request. The
         Company shall promptly deliver an executed copy of this Agreement to
         the escrow agent for the Escrow Reserve to evidence to that agent that
         Indemnitee is a beneficiary of that Escrow Reserve and shall deliver to
         Indemnitee the escrow agent's signed receipt evidencing that delivery.

5.       ADDITIONAL RIGHTS
         -----------------

         The indemnification provided in this Agreement shall not be exclusive
         of any other indemnification or right to which Indemnitee may be
         entitled and shall continue after


                                      -3-
<PAGE>

         Indemnitee has ceased to occupy a position as an officer, director or
         representative as described in Paragraph 1 above with respect to
         Proceedings relating to or arising out of Indemnitee's acts or
         omissions during his/her service in such position.

6.       NOTICE TO COMPANY
         -----------------

         Indemnitee shall provide to the Company prompt written notice of any
         Proceeding brought, threatened, asserted or commenced against
         Indemnitee with respect to which Indemnitee may assert a right to
         indemnification hereunder; provided that failure to provide such notice
         shall not in any way limit Indemnitee's rights under this Agreement.

7.       COOPERATION IN DEFENSE AND SETTLEMENT
         -------------------------------------

         Indemnitee shall not make any admission or effect any settlement of any
         Proceeding without the Company's written consent unless Indemnitee
         shall have determined to undertake his/her own defense in such matter
         and has waived the benefits of this Agreement. The Company shall not
         settle any Proceeding to which Indemnitee is a party in any manner
         which would impose any Expense on Indemnitee without his/her written
         consent. Neither Indemnitee nor the Company will unreasonably withhold
         consent to any proposed settlement. Indemnitee and the Company shall
         cooperate to the extent reasonably possible with each other and with
         the Company's insurers, in attempts to defend and/or settle such
         Proceeding.

8.       ASSUMPTION OF DEFENSE
         ---------------------

         Except as otherwise provided below, to the extent that it may wish, the
         Company jointly with any other indemnifying party similarly notified
         will be entitled to assume Indemnitee's defense in any Proceeding, with
         counsel mutually satisfactory to Indemnitee and the Company. After
         notice from the Company to Indemnitee of the Company's election so to
         assume such defense, the Company will not be liable to Indemnitee under
         this Agreement for Expenses subsequently incurred by Indemnitee in
         connection with the defense thereof other than reasonable costs of
         investigation or as otherwise provided below. Indemnitee shall have the
         right to employ counsel in such Proceeding, but the fees and expenses
         of such counsel incurred after notice from the Company of its
         assumption of the defense thereof shall be at Indemnitee's expense
         unless:

         (a)      The employment of counsel by Indemnitee has been authorized by
                  the Company;

         (b)      Counsel employed by the Company initially is unacceptable or
                  later becomes unacceptable to Indemnitee and such
                  unacceptability is reasonable under then existing
                  circumstances;

         (c)      Indemnitee shall have reasonably concluded that there may be a
                  conflict of interest between Indemnitee and the Company in the
                  conduct of the defense of such Proceeding; or


                                      -4-
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         (d)      The Company shall not have employed counsel promptly to assume
                  the defense of such Proceeding,

         in each of which cases the fees and expenses of counsel shall be at the
         expense of the Company and subject to payment pursuant to this
         Agreement. The Company shall not be entitled to assume the defense of
         Indemnitee in any Proceeding brought by or on behalf of the Company or
         as to which Indemnitee shall have made either of the conclusions
         provided for in clauses (b) or (c) above.

9.       ENFORCEMENT
         -----------

         In the event that any dispute or controversy shall arise under this
         Agreement between Indemnitee and the Company with respect to whether
         the Indemnitee is entitled to indemnification in connection with any
         Proceeding or with respect to the amount of Expenses incurred, then
         with respect to each such dispute or controversy Indemnitee may seek to
         enforce the Agreement through legal action or, at Indemnitee's sole
         option and written request, through arbitration. If arbitration is
         requested, such dispute or controversy shall be submitted by the
         parties to binding arbitration in the City of Cleveland, State of Ohio,
         before a single arbitrator agreeable to both parties. If the parties
         cannot agree on a designated arbitrator within 15 days after
         arbitration is requested in writing by Indemnitee, the arbitration
         shall proceed in the City of Cleveland, State of Ohio, before an
         arbitrator appointed by the American Arbitration Association. In either
         case, the arbitration proceeding shall commence promptly under the
         rules then in effect of that Association and the arbitrator agreed to
         by the parties or appointed by that Association shall be an attorney
         other than an attorney who has, or is associated with a firm having
         associated with it an attorney which has, been retained by or performed
         services for the Company or Indemnitee at any time during the five
         years preceding the commencement of arbitration. The award shall be
         rendered in such form that judgment may be entered thereon in any court
         having jurisdiction thereof. The prevailing party shall be entitled to
         prompt reimbursement of any costs and expenses (including, without
         limitation, reasonable attorneys' fees) incurred in connection with
         such legal action or arbitration; provided that Indemnitee shall not be
         obligated to reimburse the Company unless the arbitrator or court which
         resolves the dispute determines that Indemnitee acted in bad faith in
         bringing such action or arbitration.

10.      EXCLUSIONS
         ----------

         Notwithstanding the scope of indemnification which may be available to
         Indemnitee from time to time under any Applicable Document, no
         indemnification, reimbursement or payment shall be required of the
         Company hereunder with respect to:

         (a)      Any claim or any part thereof as to which Indemnitee shall
                  have been determined by a court of competent jurisdiction from
                  which no appeal is or can be taken, by clear and convincing
                  evidence, to have acted or failed to act with deliberate
                  intent to cause injury to the Company or with reckless
                  disregard for the best interests of the Company;


                                      -5-
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         (b)      Any claim or any part thereof arising under Section 16(b) of
                  the Securities Exchange Act of 1934 pursuant to which
                  Indemnitee shall be obligated to pay any penalty, fine,
                  settlement or judgment;

         (c)      Any obligation of Indemnitee based upon or attributable to the
                  Indemnitee gaining in fact any personal gain, profit or
                  advantage to which he was not entitled; or

         (d)      Any Proceeding initiated by Indemnitee without the consent or
                  authorization of the Board of Directors of the Company,
                  provided that this exclusion shall not apply with respect to
                  any claims brought by Indemnitee (i) to enforce his/her rights
                  under this Agreement or (ii) in any Proceeding initiated by
                  another person or entity whether or not such claims were
                  brought by Indemnitee against a person or entity who was
                  otherwise a party to such Proceeding.

         Nothing in this Section 10 shall eliminate or diminish Company's
         obligations to advance that portion of Indemnitee's Expenses which
         represent attorneys' fees and other costs incurred in defending any
         Proceeding pursuant to Section 3 of this Agreement.

11.      EXTRAORDINARY TRANSACTIONS
         --------------------------

         The Company covenants and agrees that, in the event of any merger,
         consolidation or reorganization in which the Company is not the
         surviving entity, any sale of all or substantially all of the assets of
         the Company or any liquidation of the Company (each such event is
         hereinafter referred to as an "extraordinary transaction"), the Company
         shall:

         (a)      Have the obligations of the Company under this Agreement
                  expressly assumed by the survivor, purchaser or successor, as
                  the case may be, in such extraordinary transaction; or

         (b)      Otherwise adequately provide for the satisfaction of the
                  Company's obligations under this Agreement, in a manner
                  acceptable to Indemnitee.


12.      NO PERSONAL LIABILITY
         ---------------------

         Indemnitee agrees that neither the directors nor any officer, employee,
         representative or agent of the Company shall be personally liable for
         the satisfaction of the Company's obligations under this Agreement, and
         Indemnitee shall look solely to the assets of the Company, proceeds of
         insurance and the escrow referred to in Section 4 hereof for
         satisfaction of any claims hereunder.

13.      SEVERABILITY
         ------------


                                      -6-
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         If any provision, phrase, or other portion of this Agreement should be
         determined by any court of competent jurisdiction to be invalid,
         illegal or unenforceable, in whole or in part, and such determination
         should become final, such provision, phrase or other portion shall be
         deemed to be severed or limited, but only to the extent required to
         render the remaining provisions and portions of the Agreement
         enforceable, and the Agreement as thus amended shall be enforced to
         give effect to the intention of the parties insofar as that is
         possible.

14.      SUBROGATION
         -----------

         In the event of any payment under this Agreement, the Company shall be
         subrogated to the extent thereof to all rights to indemnification or
         reimbursement against any insurer or other entity or person vested in
         the Indemnitee, who shall execute all instruments and take all other
         actions as shall be reasonably necessary for the Company to enforce
         such rights.

15.      GOVERNING LAW
         -------------

         The parties hereto agree that this Agreement shall be construed and
         enforced in accordance with and governed by the laws of the State of
         Ohio.

16.      NOTICES
         -------

         All notices, requests, demands and other communications hereunder shall
         be in writing and shall be considered to have been duly given if
         delivered by hand and receipted for by the party to whom the notice,
         request, demand or other communication shall have been directed, or
         mailed by certified mail, return receipt requested, with postage
         prepaid:

         (a)  If to the Company, to:   FERRO CORPORATION
                                       1000 Lakeside Avenue
                                       Cleveland, Ohio  44114
                                       Attention: Vice President and
                                         Chief Financial Officer

         (b)  If to Indemnitee, to:



         or to such other or further address as shall be designated from time to
         time by the Indemnitee or the Company to the other.

17.      TERMINATION
         -----------

         This Agreement may be terminated by either party upon not less than
         sixty (60) days prior written notice delivered to the other party, but
         such termination shall not in any way diminish the obligations of
         Company hereunder (including the obligation to maintain the escrow
         referred to in Section 4 hereof) with respect to Indemnitee's
         activities prior to the effective date of termination.


                                      -7-
<PAGE>

18.      AMENDMENTS AND BINDING EFFECT
         -----------------------------

         This Agreement and the rights and duties of Indemnitee and the Company
         hereunder may not be amended, modified or terminated except by written
         instrument signed and delivered by the parties hereto. This Agreement
         is and shall be binding upon and shall inure to the benefits of the
         parties thereto and their respective heirs, executors, administrators,
         successors and assigns.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement in
triplicate as of the date first above written.

INDEMNITEE                             FERRO CORPORATION


                                       By:
------------------------------            --------------------------------------

Title:  Director                       Title:
                                             -----------------------------------




                                      -8-

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