CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT dated February 1, 1999 between QUAKER CHEMICAL CORPORATION, a
Pennsylvania corporation (the "Company") and JOSEPH W. BAUER (the "Manager").
W I T N E S S E T H T H A T
WHEREAS, the Company and the Manager are party to a certain employment agreement dated March 9, 1998
(the Employment Agreement);
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the
Company and its shareholders that the Company and its subsidiaries be able to attract, retain, and motivate highly
qualified management personnel and, in particular, that they be assured of continuity of management in the event
of any actual or threatened change in control of the Company; and
WHEREAS, the Board of Directors of the Company believes that the execution by the Company of change in
control agreements with certain management personnel, including the Manager, is an important factor in achieving
this desired end.
NOW, THEREFORE, IN CONSIDERATION of the mutual obligations and agreements contained herein and
intending to be legally bound hereby, the Manager and the Company agree as follows:
1. Term of Agreement.
Except as otherwise provided for in the last sentence of this Section 1, this Agreement shall become effective at
such time (the "Effective Date"), if any, as a Change in Control (as defined in Section 2 hereof) of the Company
occurs; provided, however, that this Agreement shall terminate and be of no further force and effect if: (a) a
Change in Control shall not have occurred by July 31, 2003 or such later date as shall have been approved by
the Board of Directors of the Company and agreed to by the Manager or (b) prior to the Effective Date, the
Manager ceases, for any reason, to be an employee of the Company, except that if the Manager's status as an
employee of the Company is terminated by the Company prior to a Change in Control and it is reasonably
demonstrated that such termination (i) was at the request of a pe