Collateral Sharing Agreement

COLLATERAL SHARING AGREEMENT

This COLLATERAL SHARING AGREEMENT, dated as of April 19, 2006, is among NATIONAL CITY BANK, in its capacity as the administrative agent under the Credit Agreement referred to below (in such capacity, together with any successors or assigns, the " Administrative Agent" ), J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee under the Indentures described below (in such capacity, together with any successors or assigns, the " Trustee" ), FERRO CORPORATION, an Ohio corporation (the " Borrower" ), and each other Person listed on the signature pages hereto as an " Obligor" .

W I T N E S S E T H:

WHEREAS, pursuant to the terms of that certain Credit Agreement, dated as of August 31, 2001 (as amended, supplemented, amended and restated or otherwise modified, from time to time the, " Credit Agreement" ), among the Borrower, the various financial institutions and other Persons from time to time party thereto (the " Credit Facility Lenders" ), Credit Suisse, as Syndication Agent, and the Administrative Agent, the Borrower, together with certain additional Obligors, executed and delivered the Credit Facility Pledge Agreement (terms used in the preamble and the recitals have the definitions set forth in or incorporated by reference in Article I ) in favor of the Administrative Agent whereby the Borrower and the Obligors have granted security interests in certain personal property to the Administrative Agent;

WHEREAS, pursuant to the terms of the Credit Agreement, it is anticipated that the Borrower and certain additional Obligors will execute and deliver one or more mortgages in favor of the Administrative Agent whereby the Borrower and the Obligors will grant Liens upon certain real property to the Administrative Agent;

WHEREAS, the Borrower and the Trustee are parties to (i) that certain Indenture, dated as of May 1, 1993, by and between the Borrower and the Trustee (as successor-in-interest to Society National Bank) and (b) that certain Indenture, dated as of March 25, 1998, by and between the Borrower and the Trustee (as successor-in-interest to Chase Manhattan Trust Company, National Association) (each as amended, supplemented, amended and restated or otherwise modified from time to time, an " Indenture" and, collectively, the " Indentures" );

WHEREAS, Section 1008 of each Indenture requires the Borrower, in connection with its incurrence of certain Debt secured by a mortgage, pledge, lien, security interest, conditional sale, title retention agreement or other similar encumbrance on any Principal Domestic Manufacturing Property of the Borrower or any Domestic Subsidiary, or any shares of stock or Debt of any Domestic Subsidiary, to grant equal and ratable liens upon and security interests in certain Common Collateral to the Trustee to secure the Outstanding Securities; and

WHEREAS, in connection with Section 1008 of each Indenture, the Borrower, together with certain additional Obligors, executed and delivered the Indenture Pledge Agreement in favor of the Trustee whereby the Borrower and the Obligors have granted security interests in certain personal property Common Collateral to the Trustee; and

WHEREAS, in connection with Section 1008 of each Indenture, it is anticipated that the Borrower and certain additional Obligors will grant to the Trustee certain additional liens and security interests, as applicable, in the Common Collateral in the future; and

WHEREAS, the parties hereto are entering into this Agreement to establish, inter alia , certain rights, limitations and the relative priorities of the Trustee and the Administrative Agent with respect to the Common Collateral.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Agreement to Recitals; Definitions . The parties hereto acknowledge and agree to each of the Recitals set forth above, which Recitals are hereby incorporated in and made a part of this Agreement. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural form of the terms indicated):

" Administrative Agent" is defined in the preamble .

" Administrative Agent Standstill Notice" is defined in Section 2.4(b) .

" Administrative Agent Standstill Period" is defined in Section 2.4(b) .

" Agreement" means this Collateral Sharing Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof.

" Bankruptcy Code" means title 11 of the United States Code (11 U.S.C. a7101 et seq. ), as in effect from time to time and any successor statute and shall also mean each other law or structure of similar application in any jurisdiction in which an Obligor (or its assets) is located.

" Borrower" is defined in the preamble .

" Capital Stock" means, (a) in the case of a corporation, any and all capital or corporate stock, including shares of preferred or preference stock of such corporation, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) in respect of corporate or capital stock, (c) in the case of a partnership or limited liability company, any and all partnership or membership interests (whether general or limited) and (d) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

" Cash Collateral" means any Common Collateral consisting of cash or cash equivalents, any security entitlement (as defined in the UCC) and any financial assets (as defined in the UCC).

" Claims" means, collectively, the Credit Facility Secured Claims and the Indenture Secured Claims.

" Collateral Documents" means, collectively, the Credit Facility Collateral Documents and the Indenture Collateral Documents.

" Common Collateral" means any asset of the Borrower or any other Obligor in which the Borrower or such other Obligor has granted, or does subsequently grant, a Lien to each of the Trustee and the Administrative Agent.

" Control Collateral" means any Common Collateral consisting of a certificated security (as defined in the UCC), investment property (as defined in the UCC), a deposit account (as defined in the UCC) and any other Common Collateral as to which a Lien is required to be perfected through possession or control by the secured party.

" Credit Agreement" is defined in the recitals ; provided that the term Credit Agreement shall also include any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original administrative agent and lenders or another administrative agent or agents or other lenders, whether provided under the original Credit Agreement or any other credit or other agreement or indenture and whether entered into concurrently with or subsequent to the termination of the prior Credit Agreement) (such document executed in connection therewith a " Replacement Credit Agreement" ).

" Credit Facility Collateral Documents" means the Credit Facility Pledge Agreement and all other security agreements, mortgages, pledge agreements, collateral access agreements, control agreements or other documents delivered by any Obligor to the Administrative Agent (or any other Credit Facility Secured Party) to secure the Credit Facility Secured Claims.

" Credit Facility Event of Default" means an " Event of Default" as defined in the Credit Agreement.

" Credit Facility Documents" means the Credit Agreement, the Credit Facility Collateral Documents and the other Credit Documents (as defined in the Credit Agreement).

" Credit Facility Lenders" is defined in the recitals .

" Credit Facility Pledge Agreement" means the Pledge and Security Agreement, dated as of April 19, 2006, made by certain Obligors in favor of the Administrative Agent, as amended, supplemented, amended and restated or otherwise modified from time to time (and shall include any other Pledge and Security Agreement executed pursuant to a Replacement Credit Agreement).

" Credit Facility Secured Claims" means (a) all Indebtedness outstanding under one or more of the Credit Facility Documents and (b) all other Obligations (as defined in the Credit Agreement). Credit Facility Secured Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency or Liquidation Proceeding in respect of any obligor of such Credit Facility Secured Claims, accrue) after the commencement of an Insolvency or Liquidation Proceeding in respect of any obligor of such Credit Facility Secured Claims in accordance with and at the rate specified in the Credit Agreement whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent any payment with respect to the Credit Facility Secured Claims (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the Obligations (as defined in the Credit Agreement) or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

" Credit Facility Secured Parties" means the Administrative Agent and the Credit Facility Lenders and shall include each other Person on behalf of whom the Administrative Agent holds a Lien securing the Credit Facility Secured Claims.

" Debt" is defined in the Indentures.

" Discharge of Credit Facility Secured Claims" means payment in full in cash of the Credit Facility Secured Claims (other than Credit Facility Secured Claims consisting of contingent indemnification obligations under the Credit Facility Documents), delivery of cash collateral in an amount not exceeding 100% of the undrawn aggregate amount of all such outstanding letters of credit or backstop letters of credit in respect thereof in compliance with the terms of the Credit Agreement, in each case, after or concurrently with termination of all commitments to extend credit thereunder other than in connection with the execution and delivery of a Replacement Credit Agreement.

" Discharge of Indenture Secured Claims" means payment in full in cash of the Indenture Secured Claims (other than Indenture Secured Claims consisting of contingent indemnification obligations under the Indenture Documents) in compliance with the terms of the applicable Indenture.

" Domestic Subsidiary" is defined in the Indentures.

" Holder" is defined in the Indentures.

" Indebtedness" is defined in the Credit Agreement.

" Indenture" or " Indentures" is defined in the recitals .

" Indenture Collateral Documents" means the Indenture Pledge Agreement and all other security agreements, mortgages, pledge agreements, collateral access agreements, control agreements or other documents delivered by any Obligor to the Trustee to secure the Indenture Secured Claims.

" Indenture Documents" means, collectively, the Indentures and the Indenture Collateral Documents.

" Indenture Event of Default" means an " Event of Default" as defined in the Indentures.

" Indenture Pledge Agreement" means the Pledge and Security Agreement, dated as of April 19, 2006, by certain Obligors, in favor of the Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.

" Indenture Secured Claims" means, (i) the principal of (and premium, if any) and interest (including default interest, if any) on any Outstanding Securities, and (ii) all other obligations and liabilities owing by the Borrower under the Indentures (including, without limitation, indemnities, fees and other amounts payable thereunder, including, without limitation, the obligation of the Borrower to reimburse the Trustee for reasonable compensation, expenses, disbursements and advances as described in Section 607 of each Indenture), whether primary, secondary, direct, contingent, fixed or otherwise, in all cases whether now existing, or hereafter incurred or arising. Indenture Secured Claims shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency or Liquidation Proceeding in respect of any obligor of such Indenture Secured Claims, accrue) after the commencement of an Insolvency or Liquidation Proceeding in respect of any obligor of such Indenture Secured Claims in accordance with and at the rate specified in the Indentures whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding. To the extent any payment with respect to the Indenture Secured Claims (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the Indenture Secured Claims or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

" Insolvency or Liquidation Proceeding" means, with respect to any Person, (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to such Person as a debtor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to such Person as a debtor or with respect to any substantial part of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of such Person whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of such Person.

" Liens" mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

" Obligors" means, in respect of the Credit Facility Secured Claims, the Borrower and each of its Subsidiaries party to a Credit Facility Document and, in respect of the Indenture Secured Claims, the Borrower and each of its Subsidiaries party to an Indenture Document.

" Outstanding Securities" is defined in the Indentures.

" Person" means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

" Pledged Stock Collateral" means, collectively, the Capital Stock pledged to the Administrative Agent under the Credit Facility Pledge Agreement and the Capital Stock pledged to the Trustee under the Indenture Pledge Agreement.

" Proceeds" means (a) all " proceeds" as defined in the UCC with respect to the Common Collateral and (b) whatever is recoverable or recovered when Common Collateral is sold, exchanged, collected or disposed of, whether voluntarily or involuntarily.

" Principal Domestic Manufacturing Property" is defined in the Indentures.

" Remedies Proceeds" is defined in Section 3.6 .

" Secured Parties" means, collectively, the Credit Facility Secured Parties and the Trustee.

" Subsidiary" of any person shall mean and include (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time.

" Trustee" is defined in the preamble .

" Trustee Standstill Notice" is defined in Section 2.4(a) .

" Trustee Standstill Period" is defined in Section 2.4(a) .

" UCC" means the Uniform Commercial Code, as at the time in effect in any applicable jurisdiction.

ARTICLE II

LIEN PRIORITIES

SECTION 2.1 Acknowledgment . The Administrative Agent, for and on behalf of itself and the other Credit Facility Secured Parties, acknowledges and agrees that, (i) concurrently herewith, the Borrower and certain additional Obligors have granted to the Trustee, for the benefit of itself and the Holders under the Indentures, Liens upon certain personal property constituting Common Collateral in which the Administrative Agent has been granted Liens, and the Administrative Agent hereby consents thereto and (ii) subsequent to the execution of this Agreement, the Borrower and certain additional Obligors will grant to the Trustee, for the benefit of itself and the Holders under the Indentures, Liens upon certain additional Common Collateral in which the Administrative Agent will have been granted Liens, and the Administrative Agent hereby consents thereto. The Trustee acknowledges and agrees that, (i) concurrently herewith, the Borrower and certain additional Obligors have granted to the Administrative Agent, for the benefit of itself and the other Credit Facility Secured Parties, Liens upon certain personal property constituting Common Collateral in which the Trustee has been granted Liens, and the Trustee hereby con ...