CHANGE IN CONTROL AGREEMENT

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                                  EXHIBIT 10(h)
                           CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT, dated as of [__], 200[_] (the "Effective Date"), is made by
and between Ferro Corporation, an Ohio corporation (the "Company"), and
[_____________] (the "Executive").

     WHEREAS, the Company considers it essential to the best interests of its
shareholders to foster the continued employment of key management personnel; and

     WHEREAS, the Board recognizes that, as is the case with many publicly held
corporations, the possibility of a Change in Control exists and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders; and

     WHEREAS, the Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of members of the
Company's management, including the Executive, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Change in Control;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Executive hereby agree as follows.

     1. Defined Terms. The definitions of certain capitalized terms used in this
Agreement are provided in the last Section hereof.

     2. Term of Agreement. The Term of this Agreement shall commence on the
Effective Date and shall continue in effect through December 31, 200[_];
provided, however, that commencing on January 1, 200[_] and each January 1
thereafter, the Term shall automatically be extended for one additional year
unless, not later than September 30 of the preceding year, the Company or the
Executive shall have given notice not to extend the Term; and further provided,
however, that if a Change in Control shall have occurred during the Term, the
Term shall expire no earlier than the last day of the twenty-fourth (24th) month
following the month in which such Change in Control occurred. Notwithstanding
any other provision hereof, (a) except as provided in Section 6.1 hereof, the
Term shall expire upon any termination of the Executive's employment prior to a
Change in Control and (b) the Term shall expire (and for purposes of the
application of the provisions of the Agreement, shall be deemed to have expired)
on the date of the Executive's Retirement. Except as provided in Section 7A.1,
the expiration of the Term shall have no effect on the terms of the restrictive
covenants set forth in Section 7A.

     3. Company's Covenants Summarized. In order to induce the Executive to
remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the Severance Payments and the
other payments and benefits described herein. No Severance Payments shall be
payable under this Agreement unless there shall have been (or, under the terms
of the second sentence of Section 6.1 hereof, there shall be deemed to have
been)

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a termination of the Executive's employment with the Company following a
Change in Control and during the Term. This Agreement shall not be construed as
creating an express or implied contract of employment and nothing contained in
this Agreement shall prevent the Company at any time from terminating the
Executive's right and obligation to perform service for the Company or prevent
the Company from removing the Executive from any position which the Executive
holds in the Company, subject to the obligation of the Company to make payments
and provide benefits if and to the extent required under this Agreement, which
payments and benefits shall be full and complete liquidated damages for any such
action taken by the Company. The Executive specifically acknowledges that his
employment by the Company is employment-at-will, subject to termination by the
Executive, or by the Company, at any time with or without Cause. The Executive
acknowledges that such employment-at-will status cannot be modified except in a
specific writing that has been authorized or ratified by the Board.

     4. Certain Executive Covenants. The Executive agrees that, subject to the
terms and conditions of this Agreement, in the event of a Potential Change in
Control during the Term, the Executive intends to remain in the employ of the
Company until there occurs a Change in Control.

     5. Compensation Other Than Severance Payments.

     5.1 Following a Change in Control and during the Term, during any period
that the Executive fails to perform the Executive's full-time duties with the
Company as a result of incapacity due to physical or mental illness, the Company
shall pay the Executive's full salary to the Executive at the rate in effect at
the commencement of any such period, together with all compensation and benefits
payable to the Executive under the terms of any compensation or benefit plan,
program or arrangement maintained by the Company during such period, until the
Executive's employment is terminated by the Company for Disability.

     5.2 If the Executive's employment shall be terminated for any reason
following a Change in Control and during the Term, the Company shall pay the
Executive's full salary to the Executive through the Date of Termination at the
rate in effect immediately prior to the Date of Termination (without giving
effect to any reduction in base salary, which reduction constitutes an event of
Good Reason) or, if higher, the highest base salary rate in effect with respect
to the Executive at any time during the calendar year immediately preceding the
Change in Control, together with all compensation and benefits payable to the
Executive through the Date of Termination under the terms of the applicable
compensation and benefit plans, programs or arrangements of the Company or any
Affiliate thereof as in effect immediately prior to the Date of Termination
(without giving effect to any reduction in compensation or benefits, which
reduction constitutes an event of Good Reason) or, if more favorable to the
Executive, as in effect immediately prior to the Change in Control.

     5.3 If the Executive's employment shall be terminated for any reason
following a Change in Control and during the Term, the Company shall pay to the
Executive the Executive's normal post-termination compensation and benefits as
such payments become due. Such post-termination compensation and benefits shall
be determined under, and paid in accordance with, the applicable retirement,
insurance and other compensation or benefit plans, programs and


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arrangements of the Company or any Affiliate thereof as in effect immediately
prior to the Date of Termination (without giving effect to any adverse change in
such plans, programs and arrangements, which adverse change constitutes an event
of Good Reason) or, if more favorable to the Executive, as in effect immediately
prior to the Change in Control.

     5.4 In the event a Change in Control of the Company occurs during the Term,
whether or not the Executive's employment thereafter terminates, the Company
shall pay to the Executive, within five days thereafter, an amount in cash, with
respect to each grant of Performance Shares (as defined in the Company's Amended
and Restated 1997 Performance Share Plan, as amended (the "Performance Share
Plan") previously awarded to the Executive under the Performance Share Plan (or
any predecessor thereto) in respect of a Performance Period (as defined in the
Performance Share Plan) which had not expired immediately prior to such Change
in Control (Performance Shares awarded in respect of any such Performance Period
being referred to as "Outstanding Performance Shares"), which amount shall be
equal to the excess (but not less than zero) of (a) over (b), where (a) equals
the product of (1) the number of Outstanding Performance Shares awarded to the
Executive in respect of the applicable Performance Period, (2) the "fair market
value of the Common Stock" (as defined in the Performance Share Plan) and (3) a
fraction (not to exceed one) the numerator of which is the sum of (x) the number
of days which had elapsed in the applicable Performance Period as of the date of
such Change in Control plus (y) 730, and the denominator of which is the number
of days in such applicable Performance Period, and where (b) equals the value
payable to the Executive under the Performance Share Plan (or any predecessor
thereto) in respect of such Outstanding Performance Shares in connection with
such Change in Control. Notwithstanding the preceding sentence, to the extent
that implementation of such sentence would preclude a Change in Control
transaction intended to qualify for "pooling of interests" accounting treatment
from so qualifying, the cash value otherwise payable to the Executive under this
Section 5.4 shall be payable in shares of stock of the Company or the
corporation resulting from such transaction so as not to preclude such
transaction from so qualifying. Such shares shall have an initial value equal to
the cash amount otherwise payable to the Executive hereunder. For purposes of
this Section 5.4, in the event Executive's employment terminate under
circumstances described in the second sentence of Section 6.1, the determination
of the number of Outstanding Performance Shares which had not expired
immediately prior to the Change in Control shall, instead, be determined as of
the date which is immediately prior to the date of occurrence of the Potential
Change in Control. The provisions of this Section 5.4 shall not affect in any
manner the determination of amounts payable to the Executive under the
Performance Share Plan (or any predecessor thereto).

     6. Severance Payments

     6.1 If (i) the Executive's employment is terminated following a Change in
Control and during the Term, other than (A) by the Company for Cause, (B) by
reason of death, Disability or Retirement, or (C) by the Executive without Good
Reason, then the Company shall pay the Executive the amounts, and provide the
Executive the benefits, described in this Section 6.1 ("Severance Payments") and
Section 6.4, in addition to any payments and benefits to which the Executive is
entitled under Section 5 hereof. For purposes of this Agreement, the Executive's
employment shall be deemed to have been terminated following a Change in Control


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by the Company without Cause or by the Executive with Good Reason, if, during
the Term, (i) the Executive's employment is terminated by the Company without
Cause after the occurrence of a Potential Change in Control and prior to a
Change in Control (whether or not a Change in Control ever occurs) and such
termination was at the request or direction of a Person who has entered into an
agreement with the Company the consummation of which would constitute a Change
in Control or (ii) the Executive terminates his employment for Good Reason after
the occurrence of a Potential Change in Control and prior to a Change in Control
(whether or not a Change in Control ever occurs) and the circumstance or event
which constitutes Good Reason occurs at the request or direction of such Person.

          (1) In lieu of any further salary payments to the Executive for
periods subsequent to the Date of Termination and in lieu of any severance
benefit otherwise payable to the Executive, the Company shall pay to the
Executive a lump sum severance payment, in cash, equal to two (or, if less, the
number of full and partial years between the Date of Termination and the
Executive's scheduled date of Retirement) times the sum of (i) the Executive's
base salary as in effect immediately prior to the Date of Termination (without
giving effect to any reduction in base salary, which reduction constitutes an
event of Good Reason) or, if higher, the highest base salary rate in effect with
respect to the Executive at any time during the calendar year immediately
preceding the Change in Control (the applicable amount being referred to herein
as the "Base Salary"), and (ii) the Executive's target annual incentive
compensation amount under the Company's Annual Incentive Compensation Plan or
any successor thereto (the "Incentive Compensation Plan") for the fiscal year in
which occurs the Date of Termination (without giving effect to any reduction in
targeted annual incentive compensation caused by an adverse change in the
Executive's Incentive Compensation Plan participation, which adverse change
constitutes an event of Good Reason) or, if higher, for the fiscal year in which
occurs the Change in Control. For this purpose, the targeted annual incentive
compensation amount shall be deemed to be [____________] percent ([___]%) of
Base Salary, or such greater percentage thereof as may be applicable to the
Executive at targeted levels, under the Incentive Compensation Plan.

          (2) For the twenty-four (24) month period immediately following the
Date of Termination (or, if less, the number of months between the Date of
Termination and the Executive's scheduled date of Retirement) (the "Continuation
Period"), the Company shall arrange to provide the Executive (and, if
applicable, his dependents) with benefits substantially similar to those
provided to the Executive (and, if applicable, his dependents) under the Benefit
Plans immediately prior to the Date of Termination (without giving effect to any
reduction in benefits, which reduction constitutes an event of Good Reason) or,
if more favorable to the Executive, those provided to the Executive (and, if
applicable, his dependents) under the Benefit Plans immediately prior to the
Change in Control, at no greater cost to the Executive than the cost to the
Executive immediately prior to such date. For purposes of determining
Executive's rights under any such Benefit Plans applicable to retired employees,
the Executive shall be treated as having remained in employment through the
Continuation Period.

          (3) The Company shall pay to the Executive a lump sum amount, in cash,
equal to the pro rata portion of the Executive's annual incentive compensation
for the calendar year in which the Date of Termination occurs, such amount to be
determined by multiplying the Executive's annual incentive compensation amount
(determined pursuant to Section 6.1(1)(ii)


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above) by a fraction, the numerator of which is the number of days in such
calendar year which had elapsed as of the Date of Termination and the
denominator of which is 365; provided, however, that this Section 6.1(3) shall
have effect only if the Date of Termination occurs in a calendar year following
the calendar year in which occurs a Change in Control.

          (4) In addition to the retirement benefits to which the Executive is
entitled under the Pension Plans or any successor plans thereto, the Company
shall pay the Executive a lump sum amount, in cash, equal to the present value
as of the Date of Termination (calculated at a discount rate equal to the
discount rate used at the Date of Termination (or, if more favorable to the
Executive, immediately prior to the Change in Control) for computing the present
value of commuted payments under the Qualified Plan) of (a) the lump sum value
(determined as of the Executive's Normal Retirement Age, using the same methods
and assumptions used at the Date of Termination (or, if more favorable to the
Executive, immediately prior to the Change in Control) for purposes of the
Qualified Plan) of the retirement pension to which the Executive would have been
entitled under the terms of the Pension Plans (as in effect on the Date of
Termination) as if the Executive's employment had continued through the
Continuation Period at Base Salary and incentive compensation levels equal to
those set forth in Section 6.1(1) above (and including any other compensation,
if any, which is to be considered under the formulas applicable to such plans),
assuming commencement of payment of the Executive's pension at Normal Retirement
Age, reduced by (b) the lump sum value (determined as of the Executive's Normal
Retirement Age using the methods and assumptions hereinabove specified) of the
retirement pension, if any, to which the Executive will be entitled under the
terms of the Pension Plans (as in effect on the Date of Termination), based upon
termination of the Executive's employment as of the Date of Termination and
assuming commencement of payment of the Executive's pension benefits at
Executive's Normal Retirement Age. The lump sum value to be calculated under
clause (a) of the immediately preceding sentence shall be determined (y) under
the assumption that the Executive is fully vested in his retirement pension
under each Pension Plan and (z) without regard to any termination of or
amendments to any of such plans, which termination or amendments are adopted on
or after the date of a Change in Control, to the extent any such termination or
amendments adversely affect in any manner the computation of benefits thereunder
or are otherwise adverse to the Executive.

          (5) The Company shall provide the Executive, at the Company's sole
cost and expense, with the services of an outplacement firm mutually agreed upon
between the Company and the Executive and suitable to the Executive's position
until the first acceptance by the Executive of an offer of employment.

          (6) The Company shall continue to maintain officers' indemnification
insurance for the Executive for a period of not less than four (4) years
following the Date of Termination, the terms and conditions of which shall be no
less favorable than the terms and conditions of the officers' indemnification
insurance maintained by the Company for the Executive immediately prior to the
date on which the Change in Control occurs.

     6.2 If the Executive's employment is terminated following a Change in
Control and during the Term by reason of Disability, the Company shall pay to
the Executive, in addition to any payments and benefits to which the Executive
is entitled under Section 5 hereof, (A) a cash


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lump sum, the amount of which shall be determined under Section 6.1(3) hereof,
(B) for the twenty-four month period immediately following the Date of
Termination, on a monthly basis, an aggregate amount in cash equal to the excess
(but not less than zero) of (i) one twenty-fourth (1/24) of the aggregate amount
determined under Section 6.1(1) hereof over (ii) the aggregate amount received
by the Executive during such month under the Company's long-term disability
plans and (C) the continuation of benefits under the Benefit Plans for the
Executive (and, if applicable, his dependents), as determined under Section
6.1(2) hereof.

     6.3 If the Executive's employment is terminated following a Change in
Control and during the Term by reason of his death, the Company shall pay to the
Executive's legal representatives or estate, or as may be directed by the legal
representatives of his estate, as the case may be, in addition to any payments
and benefits to which the Executive is entitled under Section 5 hereof, a cash
lump sum equal to the amounts determined under Sections 6.1(1) and (3) above.

     6.4 Whether or not the Executive becomes entitled to the Severance
Payments, if any payment or benefit received or to be received by the Executive
in connection with a Change in Control or the termination of the Executive's
employment (whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the Company, any Person whose actions result in a
Change in Control or any Person affiliated with the Company or such Person) (all
such payments and benefits, including the Severance Payments, being hereinafter
called "Total Payments") will be subject (in whole or part) to the Excise Tax,
then the Company shall pay to the Executive an additional amount (the "Gross-Up
Payment") such that the net amount retained by the Executive, after deduction of
any Excise Tax on the Total Payments and any federal, state and local income and
employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the
Total Payments. For purposes of determining the amount of the Gross-Up Payment,
the Executive shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of the Executive's residence
on the Date of Termination (or if there is no Date of Termination, then the date
on which the Gross-up Payment is calculated for purposes of this Section 6.4),
net of the maximum reduction in federal income tax which could be obtained from
deduction of such state and local taxes.

           (1) For purposes of determining whether any of the Total Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as "parachute payments" within the meaning of
section 280G(b)(2) of the Code, unless in the opinion of a nationally recognized
legal or accounting firm selected by the Executive ("Tax Counsel"), such other
payments or benefits (in whole or in part) do not constitute parachute payments,
including by reason of section 280G(b)(4)(A) of the Code, (ii) all "excess
parachute payments" within the meaning of section 280G(b)(l) of the Code shall
be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel,
such excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered, within the meaning of section
280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such
reasonable compensation, or are otherwise not subject to the Excise Tax, and
(iii) the value of any noncash benefits or any deferred payment or benefit shall
be determined by the accounting


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firm which was, immediately prior to the Change in Control, the Company's
independent auditor (the "Auditor") in accordance with the principles of
sections 280G(d)(3) and (4) of the Code. The Executive agrees to direct Tax
Counsel to submit its determination and detailed supporting calculations to both
the Executive and the Company as promptly as practicable. If Tax Counsel
determines that any Excise Tax is payable by the Executive and that a Gross-Up
Payment is required, the Company shall pay the Executive the required Gross-Up
Payment within five (5) business days after receipt of such determination and
calculations. If Tax Counsel determines that no Excise Tax is payable by the
Executive, it shall, at the same time as it makes such determination, furnish
the Executive with an opinion that the Executive has substantial authority not
to report any Excise Tax on the Executive's federal income tax return. Any
determination by Tax Counsel as to the amount of the Gross-Up Payment shall be
binding upon the Executive and the Company.

          (2) As a result of the uncertainty in the application of Section 4999
of the Code (or any successor provision thereto) at the time of the initial
determination by Tax Counsel hereunder, it is possible that Gross-Up Payments
which will not have been made by the Company should have been made (an
"Underpayment"). In the event that the Company exhausts its remedies pursuant to
paragraph (5) below and the Executive thereafter is required to make a payment
of any Excise Tax, the Executive may direct Tax Counsel to determine the amount
of the Underpayment (if any) that has occurred and to submit its determination
and detailed supporting calculations to both the Executive and the Company as
promptly as possible. Any such Underpayment (plus any interest and penalties
attributable thereto) shall be paid by the Company to the Executive, or for the
Executive's benefit, within five (5) business days after receipt of such
determination and calculations. In the event that (i) amounts are paid to the
Executive pursuant to subsection (A) of this Section 6.4 and (ii) the Excise Tax
is finally determined to be less than the amount taken into account hereunder in
calculating the Gross-Up Payment, the Executive shall repay to the Company,
within five (5) business days following the time that the amount of such
reduction in Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction (plus that portion of the Gross-Up
Payment attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by the Executive),
to the extent that such repayment results in a dollar-for-dollar reduction in
the Executive's taxable income and wages for purposes of federal, state and
local income and employment taxes, plus interest on the amount of such repayment
at the rate provided in section 1274(b)(2)(B) of the Code.

          (3) The Executive and the Company shall each provide Tax Counsel
access to and copies of any books, records and documents in the possession of
the Company or the Executive, as the case may be, reasonably requested by Tax
Counsel, and otherwise cooperate with Tax Counsel in connection with the
preparation and issuance of the determination contemplated by paragraphs (1) and
(2) above.

          (4) The fees and expense of Tax Counsel for its services in connection
with the determinations and calculations contemplated by this Section 6.4 shall
be borne by the Company. If such fees and expenses are initially paid by the
Executive, the Company shall reimburse the Executive the full amount of such
fees and expenses within ten business days after


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receipt from the Executive of a statement therefor and reasonable evidence of
the Executive's payment thereof.

          (5) The Executive agrees to notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of a Gross-Up Payment. Such notification shall be given as
promptly as practicable but no later than ten (10) business days after the
Executive actually receives notice of such claim. The Executive agrees to
further apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid (in each case, to the extent known by the
Executive). The Executive agrees not to pay such claim prior to the earlier of
(a) the expiration of the 30-calendar-day period following the date on which the
Executive gives such notice to the Company and (b) the date that any payment
with respect to such claim is due. If the Company notifies the Executive in
writing at least five business days prior to the expiration of such period that
it desires to contest such claim, the Executive agrees to:

          (a) provide the Company with any written records or documents in the
     Executive's possession relating to such claim reasonably requested by the
     Company;

          (b) take such action in connection with contesting such claim as the
     Company shall reasonably request in writing from time to time, including
      without limitation accepting legal representation with respect to such
     claim by an attorney competent in respect of the subject matter and
     reasonably selected by the Company;

          (c) cooperate with the Company in good faith in order effectively to
     contest such claim; and

          (d) permit the Company to participate in any proceedings relating to
     such claim;

provided, however, that the Company shall bear and pay directly all cost