exhibit10-6officersretirment.htm


    
      

    


    Exhibit
10.6

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    MATTHEWS
INTERNATIONAL CORPORATION

     

    OFFICERS
RETIREMENT RESTORATION PLAN

     

    EFFECTIVE
APRIL 23, 2009

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    ARTICLE
1

     

    


     

    GENERAL
PROVISIONS AND PURPOSES

     

    1.1 Matthews International Corporation
("the Company") has
adopted this Officers Retirement Restoration Plan ("Restoration Plan" or "Plan") effective April
23, 2009.

     

    1.2 

     

    (a) Background:  The
Company sponsors two tax-qualified retirement plans in which Company Officers
participate: The Matthews International Corporation Employees Retirement Plan
(the "Matthews Retirement
Plan" or "Retirement
Plan"), a defined benefit pension plan; and the Matthews International
Corporation 401(k) Plan (the "Matthews 401(k) Plan" or
"401(k) Plan"), an
individual account profit-sharing plan that provides for 401(k) employee pre-tax
contributions and matching Company contributions.  Both Plans are
subject to Internal Revenue Code rules that discriminate against highly
compensated Officers by limiting the amount of annual earnings or compensation
that can be taken into account for benefit purposes under the Plans, the annual
pension benefits that can be provided by the Retirement Plan or the Company
contributions that can be made to the 401(k) Plan, and also the amount that an
employee can contribute on a pre-tax basis to the 401(k) Plan (which may limit
an Officer's ability to qualify for the maximum Company matching contribution
provided for under the 401(k) Plan).

     

    (b) Purposes:  The
purposes of the Restoration Plan are:

     

    (i) to
provide supplemental pension benefits to Participants, based on the benefit
formula under the Matthews Retirement Plan but taking into account each
Participant's Earnings, without regard to benefit amount or pensionable earnings
limitations imposed on the Retirement Plan by the Internal Revenue Code;
and

     

    (ii) to
provide supplemental matching contributions to Participants' individual accounts
in this Restoration Plan, based on a percentage of each Participant's Earnings
as under the Matthews 401(k) Plan but without regard to annual limitations on
participant contributions, "annual additions" and countable earnings, imposed on
the 401(k) Plan by the Internal Revenue Code.

     

    1.3 As established on April 23, 2009
and as it may hereafter be amended from time to time, this Restoration Plan
shall be deemed to be a contract between the Company and each
Participant.  However, nothing contained in this Plan shall be deemed
to give any Participant the right to be retained in service or to interfere with
the right of the Company to discharge any Participant at any time without regard
to the effect which such discharge shall have on such Participant's rights, if
any, under this Plan.

     

    1.4 No Participant shall have the right to
assign, transfer, hypothecate, encumber, commute or anticipate the right to any
payments under this Restoration Plan or the Trust, and such payments shall not
in any way be subject to any legal processes to levy on or attach the same for
payment of any claim against any Participant.

     

    1.5 Defined Terms:  The terms
listed below, when used in this Restoration Plan with (an) initial capital
letter(s), are defined either explicitly or in context in the provisions
identified below:

     

    Account 3.7

     

    Accrued
Defined Benefit Article 3 Preamble, 3.1

     

    Active
Participant 2.1(a), 2.1(b)

     

    Actuarial
Equivalent 4.6

     

    Board of
Directors 2.1(c)

     

    Company 1.1

     

    Compensation
Committee 2.5(d)

     

    Continuous
Service 3.4

     

    Credited
Service 3.4

     

    Deferred
Defined Retirement Benefit 4.2

     

    Deferred
Retirement Date 2.8(c)

     

    Delayed
Payment Date 4.12(a)

     

    Early
Defined Retirement Benefit 4.3(a)

     

    Early
Retirement Date 2.8(d)

     

    Early
Retirement Factor 4.3(a)

     

    Early
Retirement Supplement 4.3(b)

     

    Earnings 3.3

     

    ERISA 6.1(b)

     

    Excise
Tax 4.11

     

    Final
Average Monthly Earnings 3.2

     

    Former
Active Participant 2.4

     

    Gross-Up 4.11

     

    IRC 2.9

     

    Joint and
50% Surviving Spouse Annuity 4.7

     

    Joint and
66-2/3% Surviving Spouse Annuity 4.8

     

    Matching
Contribution Account Article 3 Preamble, 3.6

     

    Matthews
Retirement Plan 3.2

     

    Minimum
Officer Service Requirement 2.1(a)1

     

    Legal
Expenses 6.1(c)(vii)

     

    LTD
Benefits 2.2(c)

     

    Normal
Annuity 4.5

     

    Normal
Defined Retirement Benefit 4.1

     

    Normal
Retirement Date 2.8(a)

     

    Officer 2.1(c)

     

    Parachute
Payment 4.11

     

    Participant Article
2, Preamble

     

    Participant's
Termination Date 7.1(b)

     

    Plan 1.1

     

    Restoration
Plan 1.1

     

    Retired
Participant 2.8(a)

     

    Retirement
Date 2.8(e)

     

    Section 11
Event 2.2(b)

     

    Spouse 4.4(e)

     

    Subsidiary 4.10(a)

     

    Surviving
Spouse 4.7, 5.1

     

    Trust 6.3(a)

     

    Trustee 6.3(b)

     

    Vested
Accrued Defined Benefit 2.5(a)

     

    Vested
Matching Contribution Account 2.5(a)

     

    Vested
Participant 6.4(a)

     

    

      

    

     

      1 See
also 2.1(b).

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    ARTICLE
2

     

    


     

    PARTICIPATION
AND ELIGIBILITY FOR BENEFITS

     

    In this
Restoration Plan, the term “Participant” is sometimes used
to refer to any one, or more, or all, of the following, as the context requires:
Active Participant (2.1), Former Active Participant (2.4), Retired Participant
(2.7), and/or Vested Participant (6.4(a)).

     

    


    Eligibility for
Participation

    


    2.1 

    (a) Except as
otherwise provided in 2.2, each Officer of the Company shall become an Active Participant in this
Restoration Plan as of the first day of the month next following the date on
which he or she completes five years of active service as an Officer of the
Company (the "Minimum Officer
Service Requirement").

     

    (b) Except as
provided in 2.2(a), for purposes of this Plan, "Officer" shall include only an
employee whose original election as an executive officer of Matthews
International Corporation by the Company's Board of Directors, acting
pursuant to the Company's Bylaws, was first effective on or after January 1,
2009.  As such, "Officer" includes, but is not limited
to:  Chairman (if also a salaried employee of the Company), Vice
Chairman (if also such an employee), Chief Executive Officer, President, Chief
Financial Officer, Vice President, Secretary, Treasurer and
Controller.  However, assistant officers of the Company, officers of
subsidiary companies, or managers of unincorporated business divisions or
business units who hold titles such as "President" or "Vice President" of such a
division or business unit, shall not, solely by virtue of holding such office or
division officer designation, be deemed to be Officers of the Company for
purposes of this Plan.

     

    2.2 Notwithstanding 2.1:

     

    (a) 

     

    (i) In the
case of an employee who had been elected an Officer prior to January 1, 2009 and
who, as of April 23, 2009, had not yet satisfied the Minimum Officer Service
Requirement of 2.1(a) of the Matthews International Corporation Supplemental
Retirement Plan ("SRP")
or the special designation requirements of 2.2(a) of the SRP, such individual,
no later than September 30, 2009, may make the irrevocable election described in
2.3(g) of the SRP to forego eligibility to become an Active Participant in the
SRP but instead to be deemed eligible to become an Active Participant in this
Restoration Plan with respect to all of his or her prior and future service with
the Company, subject to his or her satisfying the Minimum Officer Service
Requirement (2.1(a)) or the special designation requirements (2.2(b)) of this
Restoration Plan.

     

    (ii) In the
case of an employee who on April 23, 2009 was an Active Participant in the
SRP but had a vested percentage of 0% (under 2.5 or 2.7 of the SRP), such
individual, no later than September 30, 2009, may make the irrevocable election
described in 2.3(g) of the SRP to become an Active Participant in this
Restoration Plan effective as of April 23, 2009 with respect to all of his
or her prior and future service with the Company.

     

    (b) In its
sole and absolute discretion and with no obligation to apply its discretion in a
uniform manner, the Board of Directors may expressly waive the Minimum Officer
Service Requirement with respect to any individual Officer and designate such
Officer an Active Participant in the Plan effective at the time determined by
the Board.

     

    (c) An
Officer who has not satisfied the Minimum Officer Service Requirement of 2.1 or
who has not been specially designated as an Active Participant pursuant to
2.2(a), shall nevertheless become an Active Participant upon the occurrence of a
"Section 11 Event", as
defined in Section 11.1(4) of the Matthews International Corporation 2007
Equity Incentive Plan (as amended through September 26, 2008 and as it may be
amended hereafter), or similar change-of-control provisions in any successor
plan adopted by the Company in place of the 2007 Equity Incentive Plan.2

     

    (d) An
Officer who has not satisfied the Minimum Officer Service Requirement of 2.1(a)
or the special designation requirements of 2.2(b), and who has both attained
age 55 and become eligible to receive long-term disability benefits under
the Company's long-term disability insurance plan ("LTD Benefits"), will become an
Active Participant upon the last to occur of his or her (i) becoming
eligible to receive LTD Benefits, or (ii) attainment of age 55 while
receiving LTD Benefits.

     

    2.3 Following qualification as an Active
Participant, an individual shall continue in such capacity until the earliest to
occur of the following events:

     

    (a) The
Participant dies.

     

    (b) The
Participant's employment with the Company terminates, or, in the case of a
Participant who is receiving LTD Benefits (2.2(c)), the Participant ceases to be
eligible to continue to receive LTD Benefits, whichever occurs
later.

     

    (c) The
Participant becomes a Former Active Participant (2.4) upon termination of his or
her status as an Officer of the Company.

     

    (d) The
Participant becomes a Retired Participant (2.8).

     

    2.4 In the event that an Active Participant
ceases to be an Officer of the Company, but continues to be an active employee
of the Company in a non-Officer capacity, his or her benefits hereunder shall
cease to accrue as of the date such Participant ceases to be an Officer of the
Company.  An individual who meets the criteria of this paragraph shall
be a Former Active
Participant.

     

    

      

    

     

      2 The
2007 Equity Incentive Plan, as amended from time to time, or any successor plan
adopted by the Company in place of the 2007 Equity Incentive Plan, is, and must
by law be, on file with, and publicly available from, the U.S. Securities and
Exchange Commission.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Eligibility for Benefits
(Vesting, etc.)

    


    2.5 Vesting under Circumstances
Other than a Section 11 Event

     

    (a) Except as
provided in 2.5(f), 2.6 or 2.7, an Active Participant or Former Active
Participant (1) who voluntarily terminates employment or (2) whose employment
with the Company is terminated involuntarily or by mutual agreement, shall have
vested rights in his or her Accrued Defined Benefit (3.1) and Matching
Contribution Account (3.6) according to the following schedule:

    


    
      	
              Participant's
      Completed Years

              of
      Continuous Service (3.4(b))

            	
               

              Vested
      Percentage

               

            
	
                                   Less
      than 10

            	
                                                  0%

            
	
                                   10
      but less than 15

            	
                                                50%

            
	
                                   15
      or more

            	
                                              100%

            


    

     

    A
positive amount determined hereunder shall be such Participant's Vested Accrued Defined Benefit
or Vested Matching Contribution
Account, as the case may be.

     

    (b) Except as
provided in 2.5(d), a Participant with a vested percentage of 0% whose
employment terminates, shall forfeit all rights under the Plan and no benefits
of any kind shall be due or payable under the Plan to, or with respect to, such
Participant, such Participant's Surviving Spouse, or such Participant's
estate.

     

    (c) Except as
provided in 2.5(d), a Participant with a vested percentage of 50% whose
employment terminates shall forfeit the remaining 50% of his or her Accrued
Defined Benefit and Matching Contribution Account.  Such Participant
shall be eligible to receive, and the Plan shall commence payment of, such
Participant’s 50% Vested Accrued Defined Benefit and 50% Vested Matching
Contribution Account as provided in 2.8.

     

    (d) In the
case of any particular Participant described in 2.5(b) or 2.5(c), the Compensation Committee of the
Company's Board of Directors, in the Committee’s sole and absolute discretion
and with no obligation to apply its discretion in a uniform manner, shall have
full authority to waive such Participant's satisfaction of the requirement of
performing future Continuous Service with the Company in order to achieve either
a 50% Vested Accrued Defined Benefit and a 50% Vested Matching Contribution
Account, or a 100% Vested Accrued Defined Benefit and 100% Vested Matching
Contribution Account, and, in any such case, the Participant shall be deemed to
be described in 2.5(c) or 2.5(e), as applicable under the action taken by the
Committee.  Solely for purposes of determining his or her eligibility
to retire on an Early Retirement Date, a Participant who achieves a 100% Vested
Accrued Defined Benefit and 100% Vested Matching Contribution Account because of
the Committee's action hereunder shall be deemed to have 15 years of Continuous
Service.

     

    (e) A
Participant whose employment terminates with a vested percentage of 100%, shall
be eligible to receive, and the Plan shall commence payment of, his or her 100%
Vested Accrued Defined Benefit and 100% Vested Matching Contribution Account on
the first applicable Retirement Date under 2.8 to occur following the
Participant's termination of employment.  For example, such a
Participant who has attained the actual age of 55 or higher shall be eligible to
receive, and the Plan shall commence payment of, his or her 100% Vested Accrued
Defined Benefit and 100% Vested Matching Contribution Account, on the first day
of the month following his or her termination of employment.

     

    (f) Notwithstanding
2.5(a) through (e), if

     

    (i) an
involuntary or mutually-agreed-upon termination of employment occurred by reason
of the Participant engaging in (1) a felonious act involving the Company or
another employee of the Company, or (2) competition with, or conduct detrimental
to, the Company as described in 4.10(a), or

     

    (ii) at any
time following a voluntary termination of employment it comes to the attention
of the Compensation Committee that the Participant had engaged in such felonious
act, or competition or detrimental conduct as described in 4.10(a) prior to his
or her voluntary termination of employment,

     

    then, in
any such case, such Participant shall forfeit all rights under the Plan and no
benefit (or further benefit) of any kind shall be due or payable under the Plan
to, or with respect to, such Participant, such Participant's Surviving Spouse,
or such Participant's estate.  Also, in the Committee’s sole
discretion and subject to such terms and conditions as the Committee may
establish, the Participant (or Surviving Spouse or estate, as the case may be)
shall be required to repay to the Company any benefits received under this Plan
during the three-year period preceding the date of the Committee's
determination.

     

    2.6 Vesting Upon a Section 11
Event

     

    (a) An Active
Participant or Former Active Participant who terminates employment with the
Company, whether voluntarily, involuntarily, or by mutual agreement, at any time
following the occurrence of a Section 11 Event, shall have a 100% Vested Accrued
Defined Benefit and 100% Vested Matching Contribution Account, and become a
Retired Participant (2.8), and the Plan shall commence distribution of such
Participant's benefits, effective on the first applicable Retirement Date
occurring under 2.8 after such termination of employment.  Further,
and solely for purposes of such benefits commencing at an Early Retirement Date,
such Participant shall be deemed to have had 15 years of Continuous Service at
the date of such termination.  Moreover, if such Participant was an
Active Participant at the time of such Section 11 Event, he or she shall
thereafter be deemed to be five years older than his or her actual age, solely
for purposes of

     

    (i) determining
his or her eligibility to commence receipt of benefits at an Early Retirement
Date and the applicable Early Retirement Factor under 4.3(a), or

     

    (ii) determining
his or her eligibility to commence receipt of benefits or at his or her Normal
Retirement Date or a Deferred Retirement Date (without application of an Early
Retirement Factor).

     

    (b) The
following examples illustrate the effect, pursuant to 2.6(a), of attributing to
an Active Participant additional five years of age:

     

    (i) An Active
Participant who terminated employment following a Section 11 Event and who,
exactly coincident with such date of termination, attained the actual age of 60
years, would be deemed to have attained Normal Retirement Age and, therefore,
would be eligible to commence to receive benefits, and the Plan would commence
distribution of such Participant's Normal Defined Retirement Benefit and
Matching Contribution Account, on the first day of the month immediately
following such Participant's termination of employment (such date being deemed
to be the Participant’s Normal Retirement Date).

     

    (ii) An Active
Participant who terminated employment following a Section 11 Event and who, at
the date of such termination, had attained the actual age of 62 years, would be
deemed to have attained Normal Retirement Age and, therefore, would be eligible
to commence to receive benefits, and the Plan would commence distribution of
such Participant's Normal Defined Retirement Benefit and Matching Contribution
Account, on the first day of the month immediately following such Participant's
termination of employment (such date being deemed to be a Deferred Retirement
Date).

     

    (iii) An Active
Participant who terminated employment following a Section 11 Event and who,
exactly coincident with the date of such termination, attained the actual age of
50 years old would be deemed to have attained Early Retirement Age and,
therefore, would be eligible to commence to receive benefits, and the Plan would
commence distribution of such Participant's Early Defined Retirement Benefit and
Matching Contribution Account, on the first day of the month immediately
following such date of termination (such date being deemed to be an Early
Retirement Date), with an Early Retirement Factor of 50% under
4.3(a).

     

    (iv) An Active
Participant who terminated employment following a Section 11 Event, but who, at
such date of termination, had not yet attained age 50 years, would be eligible
to commence to receive benefits, and the Plan would commence distribution of
such Participant's Early Defined Retirement Benefit and Matching Contribution
Account, on the first day of the month immediately following the date of the
Participant’s 50th
birthday (at which time he or she with be deemed to have attained Early
Retirement Age), with an Early Retirement Factor of 50% under
4.3(a).

     

    However,
any such Participant who is deemed to be five years older than such
Participant’s actual age for purposes of eligibility for commencement of
benefits (and, if applicable, determination of the appropriate Early Retirement
Factor), shall not be deemed to be five years older for any other purpose
relevant to the Plan, except as expressly provided in this
instrument.

    


    2.7 Vesting Upon Eligibility for
LTD Benefits

     

    Notwithstanding
2.5, an Officer who becomes an Active Participant pursuant to 2.2(c), or an
Active Participant or Former Active Participant who becomes disabled and
eligible to receive LTD Benefits under the Company's long-term disability
insurance plan, shall have a 100% Vested Accrued Defined Benefit and 100% Vested
Matching Contribution Account.

    


    2.8 Retirement and Commencement
of Benefits

     

    (a) An Active
Participant (or Former Active Participant) who has attained a Vested Accrued
Defined Benefit and Vested Matching Contribution Account on or prior to the date
of his or her 65th birthday may retire from active employment with the Company
on the first day of the month following his or her 65th birthday (which is such
Participant's "Normal
Retirement Date"), shall become a Retired Participant, and the
Plan shall commence distribution of his or her Vested Accrued Normal Defined
Retirement Benefit and Vested Matching Contribution Account.

     

    (b) If an
Active Participant (or Former Active Participant) shall not have attained
a  50% or 100% (i) Vested Accrued Defined Benefit and (ii) Vested
Matching Contribution Account, on or prior to the date of his or her 65th
birthday, he or she may become a Retired Participant pursuant to 2.8(c) at any
time after he or she has accumulated sufficient additional Continuous Service
(see 3.5(b)) to attain a 50% or 100% (i) Vested Accrued Defined Benefit and (ii)
Vested Matching Contribution Account.

     

    (c) An Active
Participant (or Former Active Participant) (1) who has attained a Vested Accrued
Defined Benefit and Vested Matching Contribution Account on or prior to the date
of his or her 65th birthday, or (2) who (pursuant to 2.8(b)) attains a Vested
Accrued Defined Benefit and Vested Matching Contribution Account after his or
her Normal Retirement Date; and, in either case, whose active employment with
the Company terminates on a date following his or her Normal Retirement Date,
shall become a Retired Participant on the first day of the month following such
termination of employment (which shall be the Participant's “Deferred Retirement Date”),
and the Plan shall commence distribution of his or her Vested Accrued Normal
Defined Retirement Benefit and Vested Matching Contribution
Account.

     

    (d) An Active
Participant (or Former Active Participant) whose active employment with the
Company terminates on a date that both (a) precedes his or her 65th birthday,
and (b) follows the occurrence of both (1) the Participant's 55th birthday, and
(2) his or her completion of at least 15 years of Continuous Service (or his or
her being expressly deemed in this Plan to have completed 15 years of Continuous
Service solely for purposes of eligibility for Early Retirement), shall become a
Retired Participant on the first day of the month following such termination of
employment (which shall be the Participant's "Early Retirement Date"), and
the Plan shall commence payment of his or her Early Defined Retirement Benefit
and Matching Contribution Account.

     

    (e) An Active
Participant (or Former Active Participant) whose employment terminates, or whose
employment previously terminated, under circumstances described in 2.5(a)
through 2.5(e), or in 2.6, shall become a Retired Participant, and the Plan
shall commence distribution of his or her Vested Accrued Defined Benefit and
Vested Matching Contribution Account, effective at the Participant’s Early,
Normal, or Deferred, Retirement Date, whichever applies under 2.5 or 2.6, and
2.8, to such Participant.  (Hereinafter in this Plan, the term “Retirement Date” is sometimes
used to refer to the Early, Normal, or Deferred, Retirement Date on which
payment of a Participant’s Early, Normal, or Deferred Defined Retirement Benefit
and Matching Contribution Account commenced (or on which payment would have
commenced).)

     

    (f) A
Participant who is receiving LTD Benefits (2.7) shall become a Retired
Participant, and the Plan shall commence distribution of his or her Vested
Accrued Defined Benefit and Vested Matching Contribution Account, effective at
the Participant’s Early, Normal, or Deferred, Retirement Date, whichever shall
first occur following the later to occur of (a) the Participant's termination of
employment, or (b) the cessation of the Participant's eligibility to continue to
receive LTD Benefits.  Solely for purposes of the Participant's
eligibility to commence to receive benefits at an Early Retirement Date, such
Participant shall be deemed to have 15 years of Continuous Service upon the
later to occur of (a) the Participant's termination of employment, or (b) the
cessation of the Participant's eligibility to continue to receive LTD
Benefits.

     

    2.9 Notwithstanding any provision in this
Article II regarding the date on which the Plan shall commence to pay a
Participant’s Retirement or Vested Accrued Defined Benefit and Vested Matching
Contribution Account, the commencement of payment of any benefit under the Plan
is subject to the provisions of 4.12 regarding the requirement of Internal
Revenue Code (“IRC”)
§ 409A(a)(2)(B)(i)
that payment of benefits be delayed for six months under specified
circumstances.

     

    ARTICLE
3

     

    


     

    BENEFIT
ACCRUAL

     

    In this
Restoration Plan, the term “Accrued Defined Benefit” means
the benefit determined pursuant to 3.1; and the term "Matching Contribution Account"
means, as the context may indicate, either the so-named accounting record
described in 3.6 or the dollar value credited thereto at the time of reference,
determined pursuant to 3.6 and, if applicable, 3.5.

     

    3.1 Accrued Defined
Benefit.  Each Active Participant shall accrue a monthly
defined benefit stated as a Normal Annuity beginning on his or her Normal
Retirement Date, equal to the difference between (a) and (b), where (a) and (b),
respectively, are:

     

    (a) The
Participant's Accrued Benefit determined under the provisions of
the  Matthews Retirement Plan but substituting the definitions of
"Final Average Earnings", "Earnings" and "Credited Service" provided below in
3.2, 3.3 and 3.4, respectively, for the definitions of those terms in the
Matthews Retirement Plan.

     

    (b) The
Participant's Accrued Benefit determined under the provisions of the Matthews
Retirement Plan.

     

    Notwithstanding
the foregoing, in the case of a Former Active Participant described in 2.4, the
monthly Accrued Defined Benefit shall be calculated based on the foregoing
formula as of the date such Participant ceased to be an Active
Participant.

     

    3.2 "Final Average Monthly
Earnings" means an amount equal to the average of the Participant's
monthly "Earnings" for the highest 60 consecutive complete calendar months
during the 120 consecutive complete calendar months immediately preceding
the earliest to occur of the events described in 2.3 or the Participant's Normal
Retirement Date.  However, if a Participant's Earnings are
recalculated under 3.3 to reflect a reduction in deferred Management Incentive
Plan credits actually paid to such Participant, his or her Final Average Monthly Earnings
shall be recalculated at the same time.  Nevertheless, no such
recalculation shall be performed in any case following the occurrence of a
Section 11 Event.

     

    3.3 "Earnings":  Except
as provided in the second and third sentences of this 3.3, Earnings means regular basic
salary and incentive compensation at the time it is earned and paid in the
ordinary course, or, if payment of any earned amount is deferred, at the time
such salary or incentive compensation would have been paid in the ordinary
course had payment of such amount not been deferred.  As such,
Earnings includes the principal amount of any deferred credits assigned to the
Participant under the Company's Management Incentive Program as of the date on
which such principal amount of deferred credits is assigned.  However,
if the said principal amount assigned to the Participant is reduced pursuant to
the provisions for negative adjustments under the Management Incentive Program,
then the Participant's Earnings shall be reduced, for purposes of 3.1 and 3.2 of
this Restoration Plan (but not
for purposes of reducing prior Company Matching Contributions under 3.6(a)), to
reflect the reduction of said principal amount of such deferred credits as of
the date on which the reduction under the Management Incentive Plan is
made.  "Earnings" shall not
include severance payments or allowances, profit-sharing distributions, expense
allowances, directors' fees, stock-related rights (restricted stock, stock
options and stock appreciation rights) or any other form of additional
compensation.

     

    3.4 "Continuous Service"
and "Credited
Service" shall have the same meanings, respectively, as the definitions
of such terms in the Matthews Retirement Plan with the following modifications
and particulars:

     

    (a) For
purposes of calculating the Accrued Defined Benefit pursuant to 3.1, upon the
occurrence of a Section 11 Event, each Active Participant (including each
Officer who becomes an Active Participant, pursuant to 2.2(c) upon occurrence of
such Section 11 Event) shall be credited with additional service equal to the
lesser of (i) five years, or (ii) the period of years between the
Section 11 Event and such Active Participant's Normal Retirement
Date.  An Employee's service with a wholly-owned subsidiary of the
Company shall be counted as Credited Service for purposes
of the Plan effective with the later of (A) the Employee's employment date, or
(B) the date the Company acquired 100% ownership of such
subsidiary.  (Nevertheless, not more than 35 years of Credited
Service shall be counted under 3.1(a).)

     

    (b) Solely
for purposes of determining the Participant's vested percentage under 2.5(a), an
Employee's service with the Company (as otherwise described in 3.4(a)) after his
or her Normal Retirement Date shall be counted in the computation of his or her
completed years of Continuous
Service.

     

    3.5 Application of Vested
Percentage to Accrued Defined Benefit and Matching Contribution
Account.  If applicable, a Participant’s Vested Accrued Defined
Benefit and Vested Matching Contribution Account shall be determined pursuant to
2.5.  In such case, as 2.5 may provide, the Accrued Defined Benefit
determined pursuant to 3.1 shall be reduced to the Vested Accrued Defined
Benefit, and the Matching Contribution Account determined pursuant to 3.6 shall
be reduced to the Vested Matching Contribution Account.

     

    3.6 "Matching Contribution
Account" or "Account" means the
accounting record maintained for each Participant on whose behalf the Company
has credited Matching Contributions under this Restoration Plan, and valuation
adjustments thereto.

     

    (a) If an
Active Participant participates in the Matthews 401(k) Plan and, in 2009 or any
calendar year thereafter, makes Pre-Tax Contributions (as therein defined) to
the 401(k) Plan equal to the maximum Pre-Tax Contribution permitted under IRC
§ 402(g) or IRC § 401(k), whichever applies to limit such
Participant's Pre-Tax Contribution for such calendar year, the Company shall
contribute to the Participant's Matching Contribution Account under this
Restoration Plan a Company
Matching Contribution determined as follows:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i) 1% of
such Active Participant's Earnings for such calendar year

    less

    (ii) the
amount of Company Matching Contribution credited to his or her Company Matching
Contribution Account under the Matthews 401(k) Plan.

     

    No
Company Matching Contribution will be made for an Active Participant under this
Restoration Plan for any calendar in which such Participant's Pre-Tax
Contributions under the 401(k) Plan are less than the maximum Pre-Tax
Contribution permitted under IRC § 402(g) or IRC § 401(k), whichever
applies to limit such Participant's Pre-Tax Contribution for such calendar
year.

     

    (b) 

    (i) The
amounts credited to each Participant's Matching Contribution Account from time
to time shall be deemed to be invested in such investments as the Participant
selects from a menu of investment funds or investment media provided from time
to time by the Committee.

     

    (ii) If the
Company creates a Trust (see 6.3(a) ) and contributes the amount of Company
Matching Contributions to the Trustee (see 6.3(b)), then the Trustee shall
invest amounts the amounts contributed to the Trust and credited to each
Participant's Matching Contribution Account from time to time, in the
investments selected by the Participant pursuant to procedures prescribed by the
Trustee.  However, the Participant expressly acknowledges that any
such investment shall be owned by the Trustee for the benefit of the Company;
the Trustee’s purchase or maintenance of such investment does not create a trust
or other fiduciary account for the Participant’s benefit; and the function of
such investment is solely for the Company’s convenience and to measure the value
of the Account under the Plan.

     

    (c) Whether
or not the Company creates a Trust as referred to in 3.6 (b), the value of the
Matching Contribution Account as from time to time determined (but determined at
least once annually) shall be the fair market value of the investments or other
assets then credited—or deemed to be credited—to such Account, taking into
account any investment income or gains thereon as well as any expenses or losses
with respect thereto.  A Participant's Account shall be reduced by the
amount of any benefits distributed to or on behalf of a Participant pursuant to
4.9, as well as by forfeitures (2.5).  Further, a Participant's
Account shall be reduced for any penalties, withdrawal charges or similar
assessments or charges actually assessed against the value of any investment
credited to the Account as a result of early withdrawal or payment under such
investment.

     

    (d) The value
of the Matching Contribution Account being determined, as described above, by
the value of investments selected by the Participant, the Company does not in
any way guarantee that the value of a Participant’s Account will not fluctuate
or decline in value.

     

    (e) All
amounts credited to each Participant’s Matching Contribution Account are
credited solely for accounting and computation purposes, and represent solely
the Participant's potential claim as an unsecured general creditor of the
Company.  If the Company contributes amounts to a Trustee with respect
to the Plan, the assets purchased with the contributions paid to the Trustee,
are at all times the assets of the Trustee, held for the benefit of the Company
and subject to the claims of the Company's general creditors in the event of the
Company’s Insolvency.  Nothing contained herein shall be deemed to
create a trust of any kind for the benefit of the Participant, to which the
Participant shall have any special or superior rights.  No Participant
or Surviving Spouse shall have any right to receive any benefit under the Plan
until such time as described in Article 4 or Article 5.  To the extent
that any person, including the Participant, acquires a vested right to receive
payments from the Company under the Plan, such right shall be no greater than
the right of any unsecured general creditor of the
Company.  Furthermore, such right may not be pledged, transferred,
assigned, or otherwise alienated, in whole or in part.

     

    


    ARTICLE
4

     

    


     

    AMOUNT
AND PAYMENT OF BENEFITS

     

    4.1 Amount of Normal Defined
Retirement Benefit.

     

    (a) The Normal Defined Retirement
Benefit payable to a Retired Participant whose monthly benefits commence
on his or her Normal Retirement Date shall initially be the monthly amount equal
to such Participant's Accrued Defined Benefit as initially determined under 3.1,
and multiplied by the Participant's vested percentage under 3.5.

     

    (b) Notwithstanding
4.1(a), should a Retired Participant's Vested Accrued Normal Defined Retirement
Benefit be recalculated pursuant to 3.2 and 3.3, and the result of such
recalculation is a reduction of more than $100 in the monthly benefit, the
Vested Accrued Normal Defined Retirement Benefit payable to the Retired
Participant shall be accordingly reduced prospectively.

     

    (c) A
Participant's Accrued Normal Defined Retirement Benefit shall not increase by
reason of additional Credited Service or Earnings after his or her Normal
Retirement Date.  (See 3.4(b), however, regarding the counting of
post-Normal Retirement Date Continuous Service for purposes of determining a
Participant's vested percentage in his or her Accrued Normal Defined Retirement
Benefit.)

     

    4.2 Amount of Deferred Defined
Retirement Benefit.  The Deferred Defined Retirement
Benefit payable to a Retired Participant who retires any time after his
or her Normal Retirement Date shall be equal to the monthly amount of such
Participant's Accrued Normal Defined Retirement Benefit determined pursuant to
4.1 at his or her Normal Retirement Date, but multiplied by his or her vested
percentage under 3.5 at his or her Deferred Retirement Date.  Deferred
Defined Retirement Benefits shall not
be actuarially increased to account for the fact that the Participant continued
in active service beyond his or her Normal Retirement Date and did not retire
until a later date.

     

    4.3 Amount of Early Defined
Retirement Benefit.

     

    (a) The Early Defined Retirement
Benefit payable to a Retired Participant who is entitled to receive
benefits commencing at an Early Retirement Date shall be the monthly amount
equal to: his or her Accrued Defined Benefit determined under 3.1 multiplied by
the appropriate percentage set forth in the Schedule of Early Retirement Factors
in the Matthews Retirement Plan, which, for convenience, is reproduced in the
following schedule:

     

    


     

    
      	
              Schedule
      of Early Retirement Factors

            
	
              Number
      of Whole Years Between Early Retirement Date and Normal Retirement
      Date

            	
               

              Percentage

            
	
              0

            	
               100.00%

            
	
              1

            	
              93.33

            
	
              2

            	
              86.67

            
	
              3

            	
              80.00

            
	
              4

            	
              73.33

            
	
              5

            	
              66.67

            
	
              6

            	
              63.33

            
	
              7

            	
              60.00

            
	
              8

            	
              56.67

            
	
              9

            	
              53.33

            
	
              10

            	
              50.00

            


    

    


    Straight-line
interpolation of these percentages will be employed for fractional
years.  In the case of an Active Participant who, pursuant to 2.6, is
presumed to be five years older than his or her actual age for purposes of
eligibility to commence receipt of benefits, the foregoing schedule shall be
applied based on such Participant's attributed age.  (Thus, for
example, an Active Participant who, pursuant to 2.6, became eligible to receive
benefits commencing on the first day of the month following his or her actual
57th birthday, would be presumed to have attained age 62, and to have
commenced benefits, three whole years prior to his or her Normal Retirement
Date, with an applicable Early
Retirement Factor of 80%.).

     

    (b) Where,
pursuant to 2.6, an Active Participant's benefits commence under this
Restoration Plan at an Early Retirement Date but prior to the Participant's
actual attainment of age 55, so that the Participant is not then eligible
to commence to receive an immediate early retirement pension under
Section 4.3 or 4.4 of the Matthews Retirement Plan, then, in addition to
the Early Defined Retirement Benefit under 4.3(a), the Participant shall also
receive an Early Retirement Supplement equal to the early retirement benefit
that would have been payable to such Participant under the Matthews Retirement
Plan (based on the Participant’s accrued benefit under the Matthews Retirement
Plan as of the actual date of termination of employment) if the Participant had
attained the actual age of 55.  Such Early Retirement Supplement
shall be payable until the earliest month for which the corresponding early
retirement benefit is actually payable under the Matthews Retirement Plan (or
would be payable upon timely application therefor).  Thus, for
example, a Participant, entitled under 2.6, who commenced to receive an Early
Defined Retirement Benefit under this Plan commencing immediately following his
or her 50th
birthday (but assumed age 55) would initially receive: (i) an Early Defined
Retirement Benefit of 50% of the amount calculated pursuant to 3.1, plus
(ii) an Early Retirement Supplement equal to 100% of the early retirement
benefit that would be payable, commencing at the Participant's actual
age 55, under the Matthews Retirement Plan.

     

    4.4 Election of Form of Payment
of Defined Retirement Benefit.  In advance of initially
satisfying the requirements of 2.1 or 2.2 to become an Active Participant in
this Restoration Plan, an Officer may, but is not required to, irrevocably elect
the form of payment that will apply to him or her at Retirement with respect to
his or her Defined Retirement Benefit.

     

    (a) 

    (i) A
Participant who is married at the time he or she makes an election of the form
of payment of the Defined Retirement Benefit, may elect the Normal Annuity Form,
provided that his or her Spouse, at the time such election is made, shall have
filed with the Compensation Committee, accompanying the Participant's election,
the Spouse's irrevocable written consent to such election, which irrevocable
written consent such Spouse shall have acknowledged under oath before a notary
public or other person officially empowered to administer oaths and attest to
the same.

     

    (ii) If such
Participant has so elected the Normal Annuity Form, and at his or her Retirement
Date is married to the Spouse who so consented to such Participant's election of
the Normal Annuity Form, then the Defined Retirement Benefit will be paid to
such Participant in the Normal Annuity form.  The Defined Retirement
Benefit will also be paid to such Participant in the Normal Annuity form if such
Participant is unmarried on his or her Retirement Date.  If, on his or
her Retirement Date, such Participant is married to a Spouse other than the
individual who consented to the election of the Normal Annuity form, then the
Defined Retirement Benefit will be paid to such Participant in the Joint and 50%
Surviving Spouse Annuity Form.

     

    (b) If a
Participant has elected the Joint and 66-2/3 Surviving Spouse Annuity Form, such
Participant will receive the Defined Retirement Benefit in the Joint and 66-2/3
Surviving Spouse Annuity Form if married at the Retirement Date.  If
such Participant is unmarried on his or her retirement Date, the Defined
Retirement Benefit will be paid in the Normal Annuity Form.

     

    (c) Any
Participant's election or consent of the Participant's Spouse to an election
made hereunder shall be made on such forms or otherwise as the Compensation
Committee shall prescribe.

     

    (d) An
Officer who does not make an election, pursuant to 4.4 (a) or (b), of the form
of payment, shall receive the Defined Retirement Benefit under the Normal
Annuity Form or the Joint and 50% Surviving Spouse Annuity Form, whichever
applies under 4.5 or 4.6 at his or her Retirement Date.

     

    (e) For
purposes of the Plan, the term "Spouse" means the individual
to whom a Participant is lawfully married at the time such Participant elects
the form of payment pursuant to 4.4(a) or (b), or the individual to whom such
Participant is lawfully married at his or her Retirement Date, whichever the
context so requires.  Thus, for example, where a Participant who is
married on his or her Retirement Date receives the Defined Retirement Benefit in
the Joint and 50% Surviving Spouse Annuity Form, and the Participant later dies
while either unmarried or married to an individual who was not his or her Spouse
on the Participant's Retirement Date, but is survived by the individual who was
his or her Spouse on the Participant's Retirement Date, then the 50% Surviving
Spouse Annuity would be payable to such individual (who was his or her Spouse on
the Participant's Retirement Date) after the death of such Participant (whether
or not the Participant and such individual were still married at the time of the
Participant's death).

     

    4.5 Normal Annuity
Form.  If a Participant is unmarried on his or her Retirement
Date, such Retired Participant's Vested Accrued Defined Benefit shall be paid on
the Normal Annuity Form
(irrespective of any prior election by the Participant).  The Normal
Annuity Form shall be a life annuity which provides for monthly payments to the
Participant beginning on his or her Normal, Early or Deferred Retirement Date
or, as provided in 4.12, beginning six months after such Retirement Date, and
continuing to the first day of the month in which his or her death
occurs.  The monthly payments to the Retired Participant shall be
level in amount except for (i)  any month for which the additional
temporary Early Retirement Supplement under 4.3(b) is payable to the
Participant, (ii) any month in which an Excise Tax Gross-Up payment is made
under 4.11, (iii) prospective reduction in the level monthly payment
pursuant to 4.1(b), or (iv) if 4.12 applies to delay commencement of
payment for six months, the first month's payment pursuant to the provisions of
4.12(a).

     

    4.6 Actuarial
Equivalent.  Where, pursuant to 4.7 or 4.8, the Defined
Retirement Benefit is paid in the Joint and 50% Surviving Spouse Annuity Form or
the Joint and 66-2/3% Surviving Spouse Annuity Form, the amount of benefit
payable under either such Form shall be the Actuarial Equivalent of the Normal
Annuity Form.  For purposes of this Restoration Plan, Actuarial Equivalent means an
annuity benefit of equal value to another benefit on the basis of eight percent
(8%) interest per annum and mortality under the 1984 Unisex Pension Mortality
Table.

     

    4.7 Joint and 50% Surviving
Spouse Annuity Form.  If a Participant is married on his or her
Retirement Date, and shall not have elected a different form of payment pursuant
to 4.4, such Retired Participant's Vested Accrued Defined Benefit shall be paid
on the Joint and 50% Surviving
Spouse Annuity Form, which shall be the Actuarial Equivalent of the
Normal Form.  Such form provides for monthly payments to the
Participant beginning on his or her Normal, Early or Deferred Retirement Date
or, as provided in 4.12, beginning six months after such Retirement Date and
continuing to the first day of the month in which occurs the death of the
survivor of the Participant and his or her Spouse.  The monthly
payments shall be payable during the lifetime of the Participant and upon his or
her death, 50% of such monthly payment shall be payable to his Spouse, if then
living (the “Surviving
Spouse”), for the Spouse's lifetime.  The monthly payments to
the Retired Participant and/or Surviving Spouse shall be level in amount except
for (i)  any month for which the additional temporary Early Retirement
Supplement under 4.3(b) is payable to the Participant or Surviving Spouse,
(ii) any month in which an Excise Tax Gross-Up payment is made under 4.11,
(iii) prospective reduction in the level monthly payment pursuant to
4.1(b), or (iv) if 4.12 applies to delay commencement of payment for six
months, the first month's payment pursuant to the provisions of
4.12(a).

     

    4.8 Joint and 66-2/3% Surviving
Spouse Annuity Form.  If a Participant is married on his or her
Retirement Date, and shall have so elected pursuant to 4.4, such Retired
Participant's Vested Accrued Defined Benefit shall be paid on the Joint and 66-2/3% Surviving Spouse
Annuity Form, which shall be the Actuarial Equivalent of the Normal
Form.  Such form provides for monthly payments to the Participant
beginning on his or her Normal, Early or Deferred Retirement Date or, as
provided in 4.12, beginning six months after such Retirement Date and continuing
to the first day of the month in which occurs the death of the survivor of the
Participant and his or her Spouse.  The monthly payments shall be
payable during the lifetime of the Participant and upon his or her death,
66-2/3% of such monthly payment shall be payable to his Spouse, if then living,
for the Spouse's lifetime.  The monthly payments to the Retired
Participant and/or Spouse shall be level in amount except for (i)  any
month for which the additional temporary Early Retirement Supplement under
4.3(b) is payable to the Participant, (ii) any month in which an Excise Tax
Gross-Up payment is made under 4.11, (iv) prospective reduction in the
level monthly payment pursuant to 4.1(b), or (v) if 4.12 applies to delay
commencement of payment for six months, the first month's payment pursuant to
the provisions of 4.12(a).

     

    4.9 Payment of Matching
Contribution Account.  A Participant's Vested Matching
Contribution Account shall be paid in up to 60 monthly installments, commencing
with the first month in which the Participant receives payment of his or her
Defined Retirement Benefit pursuant to the provisions of this Article
4.

     

    (a) The
monthly installments shall be determined as follows:

     

    (i) Each of
the first 12 monthly installments shall equal 1/60th of the value of the
Participant's Vested Matching Contribution Account on the last business day of
the month preceding the month in which the first installment is
payable.

     

    (ii) Each of
monthly installments 13 to 24 shall equal 1/48th of the value of the
Participant's Vested Matching Contribution Account on the last business day of
the month preceding the month in which the 13th installment is
payable.

     

    (iii) Each
of  monthly installments 25 to 36 shall equal 1/36th of the value of
the Participant's Vested Matching Contribution Account on the last business day
of the month preceding the month in which the 25th installment is
payable.

     

    (iv) Each of
monthly installments 37 to 48 shall equal 1/24th of the value of the
Participant's Vested Matching Contribution Account on the last business day of
the month preceding the month in which the 37th installment is
payable.

     

    (v) Each of
monthly installments 49 to 60 shall equal 1/12th of the value of the
Participant's Vested Matching Contribution Account on the last business day of
the month preceding the month in which the 49th installment is
payable.

     

    (b) Notwithstanding
the foregoing schedule:

     

    (i) If the
payment of any particular monthly installment, calculated as specified in
4.9(a), would reduce the balance of the Participant's Matching Contribution
Account to zero, such particular monthly installment shall be in the amount of
the balance of such Account, and no further monthly installments shall be
payable.

     

    (ii) If the
payment of the 60th installment as calculated in 4.9(a)(v) above would leave a
positive balance in the Participant's Matching Contribution Account, then the
60th installment shall be in the amount of the remaining balance of the Account,
so that after such 60th payment, the Account has a zero balance.

     

    (c) If a
Participant dies prior to his or her Retirement Date (2.8) with a Vested
Matching Contribution Account:

     

    (i) Where
such Participant has a Surviving Spouse and Preretirement Surviving Spouse
Annuity Benefits are payable to such Surviving Spouse under Article 5, then the
Participant's Vested Matching Contribution shall be paid in installments per
4.9(a) to the Surviving Spouse, commencing on the benefit commencement date of
the Surviving Spouse Annuity Benefit under 5.1.

     

    (ii) Where
such Preretirement Surviving Spouse Annuity Benefits are not, or do not become,
payable with respect to such Participant, the Participant's Vested Matching
Contribution Account shall be paid in a single lump sum to the personal
representative of the Participant's estate within 60 days of the Participant's
death.

     

    (d) If a
Participant with a Vested Matching Contribution Account dies after his or her
Retirement Date but before receiving all installment payments provided for under
4.9(a):

     

    (i) Where
such Participant has a Surviving Spouse and was receiving his or her Vested
Defined Retirement Benefit in a Joint and Survivor Annuity Form, then the
remaining installments to be paid per 4.9(a) shall be paid to the Participant's
Surviving Spouse.  Should the Surviving Spouse then die before all
remaining installments have been paid, the Matching Contribution Account's then
remaining balance shall be paid to the personal representative of such Surviving
Spouse's estate in a single lump sum to the personal representative of the
Participant's estate within 60 days of the Participant's death.

     

    (ii) Where
such Participant was receiving his or her Vested Defined Retirement Benefit in
the Normal Annuity Form, the Matching Contribution Account's then remaining
balance shall be paid in a single lump sum to the personal representative of the
Participant's estate within 60 days of the Participant's death.

     

    4.10 Termination of and Repayment
of Benefits for Competition or Detrimental
Conduct.  Notwithstanding 4.4, 4.9 or otherwise:

     

    (a) At any
time following the date on which payment of benefits commence to a Retired
Participant under this Plan, in the Committee’s sole discretion and subject to
such terms and conditions established by the Committee, the payment of such
benefits under this Plan may be cancelled or suspended if the Participant
(whether during or after termination of employment with the Company and its
Subsidiaries)

     

    (i) engages
in the operation or management of a business (whether as owner, partner,
officer, director, employee or otherwise) which is in competition with the
Company or any of its Subsidiaries (as "Subsidiary" is defined in the
Matthews International Corporation 2007 Equity Incentive Plan, as amended
through September 26, 2008),

     

    (ii) induces
or attempts to induce any customer, supplier, licensee or other individual,
corporation or other business organization having a business relationship with
the Company or any of its Subsidiaries to cease doing business with the Company
or any of its Subsidiaries or in any way interferes with the relationship
between any such customer, supplier, licensee or other person and the Company or
any of its Subsidiaries,

     

    (iii) solicits
any employee of the Company or any of its Subsidiaries to leave the employment
thereof or in any way interferes with the relationship of such employee with the
Company or any of its Subsidiaries,

     

    (iv) makes any
statements or comments, orally or in writing, of a defamatory or disparaging
nature regarding the Company or any of its Subsidiaries (including but not
limited to regarding any of their respective businesses, officers, directors,
personnel, products or policies), or

     

    (v) engages
in other conduct detrimental to the Company, including, but not limited to,
disclosing the specific operating practices, product formulas, customer
information, pricing formulas and/or technical know-how developed by the Company
or any of its Subsidiaries.

     

    (b) Whether a
Participant has engaged in any such activities described in 4.10(a) shall also
be determined, in its sole discretion, by the Committee, and any such
determination by the Committee shall be final and binding.  Upon the
Committee's determination that a Participant has engaged in one or more
activities described in 4.10(a), in the Committee’s sole discretion and subject
to such terms and conditions as it may establish, the Committee may require the
Participant (or Surviving Spouse or estate, as the case may be) to repay to the
Company any benefits received under this Plan during the three-year period
preceding the date of the Committee's determination.

     

    (c) However,
4.10(a) shall not apply at any time following the occurrence of a Section 11
Event.

     

    4.11 Excise Tax
Gross-Up.  In the event that any payment made to a Participant
by or for the Company under this Restoration Plan, or under any other plan or
compensation program maintained by the Company (including, for example but
without limitation, the Management Incentive Program, the 2007 Equity Incentive
Plan, or any successor plan or program), is subject to the excise tax imposed by
IRC § 4999 (the "Excise Tax") (any such
payment, or part thereof, subject to Excise Tax being a "Parachute Payment"), then the
Company or the Trust shall pay such Participant an additional amount (the "Gross-Up") to compensate the
Participant for the economic cost of (i) the Excise Tax on the Parachute
Payment, (ii) the U.S., state and local income tax (as applicable) on the
Gross-Up, and (iii) the Excise Tax on the Gross-Up.  The
calculation shall insure that the Participant, after receipt of the Parachute
Payment and the Gross-Up and the payment of taxes thereon, will be in
approximately the same economic position after all taxes as if the Parachute
Payment had been subject only to income tax at the marginal rate.  For
purposes of determining the amount of the Gross-Up, the Participant shall be
deemed to pay U.S., state and local income taxes at the highest marginal rate of
taxation in the calendar year in which the Parachute Payment is to be
made.  State and local taxes shall be determined based upon the state
and locality of the Participant's domicile on the date of the Participant's
termination of service with the Company.  The determination of whether
such Excise Tax is payable and the amount thereof shall be based upon the
opinion of tax counsel selected by the Company and acceptable to the
Participant, and the Company shall make payment to the Participant within one
calendar month of the receipt by the Company and the Participant of such opinion
of tax counsel, but in no event later than the end of the Participant's taxable
year following the taxable year in which the additional tax is remitted to the
taxing authority.  If such opinion is not accepted by the Internal
Revenue Service upon audit, then appropriate adjustments shall be computed
(without interest but with Gross-Up, if applicable) by such tax counsel based on
the final amount of the Excise Tax so determined, and the Company shall make
payment to the Participant within one calendar month of the receipt by the
Company and the Participant of such determination of tax counsel, but in no
event latter than the end of the calendar year following the calendar year in
which the additional tax is remitted to the taxing authority.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.12 Six Month Delay in
Commencement of Payment of Benefits.

     

    (a) Except as
provided in 4.12(c) or (d), the Plan may in no event commence payment of
benefits to, or with respect to, a Participant earlier than the first day of
seventh (7th) calendar month following the date on which the Participant's
termination of employment occurs (such first day of the seventh month being the
"Delayed Payment
Date").  If, under the circumstances of a Participant's
termination of employment, the Participant's benefits would otherwise have
commenced prior to the Delayed Payment Date, the first payment of benefits made
by the Plan shall include all payments that would, but for this 4.12, otherwise
already have been made prior to the Delayed Payment Date.  For
example, a Participant retires effective June 30, having attained age 65 on June
18.  Her Normal Retirement Date is July 1, when monthly benefit
payments would normally commence.  However, under this 4.12, her
Delayed Payment Date is the following January 1.  The monthly payment
made on January 1 would equal the sum of seven monthly payments (the January
payment and the delayed payments from July through December,
inclusive).

     

    (b) If a
Participant subject to 4.12(a) dies after his or her Retirement Date but before
the Delayed Payment Date, any payments that, but for 4.12(a), would have been
made to the Participant prior to his or her death, shall be disposed of as
follows:

     

    (i) If the
Participant's benefits were to be paid in either of the Joint and Surviving
Spouse Annuity Forms, the delayed payments due the Participant, as well as any
delayed payments due to the surviving Spouse, will be paid to the Surviving
Spouse as part of the first monthly benefit payment made to the Spouse in the
month of the Delayed Payment Date.

     

    (ii) If the
Participant's benefits were to be paid in the Normal Annuity Form, the payments
due the Participant will be paid to the personal representative of the
Participant's estate.

     

    (c) Notwithstanding
4.12(a), payment of benefits shall not be delayed for six months where the
Participant's termination of employment was by reason of his or her
death.

     

    (d) Also
notwithstanding 4.12(a), payment of benefits shall not be delayed if, at the
time of termination of employment, the Participant is not classified as a
"specified employee" within the meaning IRC § 409A(2)(B)(i) and the
regulations issued thereunder.3

     

    ARTICLE
5

     

    


     

    PRERETIREMENT
SURVIVING SPOUSE BENEFITS

     

    5.1 

    (a) If an
Active Participant or Former Active Participant shall terminate employment
because of death after he or she shall have attained at least ten (10) Years of
Continuous Service, or any other Participant who, pursuant to 2.5 2.6 or 2.7,
has terminated employment but is entitled to receive a Vested Accrued Defined
Benefit under the Plan, shall die prior to the date on which such benefits would
have commenced; and, in any case, such Participant is survived by a Spouse (also
a “Surviving Spouse”),
then such Surviving Spouse shall be entitled to receive a Surviving Spouse
Benefit.  Such Surviving Spouse Benefit shall commence to be paid
beginning on the earliest Retirement Date (i.e., an Early, Normal, or Deferred,
Retirement Date, as the case may be) on which the Participant's benefits would
have commenced had the Participant terminated employment on the date of his or
her death survived until such Retirement Date, provided the Surviving Spouse is
living on such benefit commencement date.

     

    (b) The
following examples illustrate the application of 5.1(a):

     

    (i) An Active
Participant dies at age 57 with 15 years of Continuous Service, and leaves a
Surviving Spouse.  A Surviving Spouse Benefit shall be paid to such
Surviving Spouse beginning on the first day of the month following the
Participant's death (such date, had the Participant terminated employment on the
date of his or her death, being the Participant's Early Retirement
Date).

     

    (ii) An Active
Participant dies at age 52 with 15 years of Continuous Service, and leaves a
Surviving Spouse.  A Surviving Spouse Benefit shall be paid to such
Surviving Spouse beginning on the first day of the month following the date the
Participant would have attained age 55 had he or she survived to that date (such
date being the Participant's Early Retirement Date), provided that such
Surviving Spouse is alive on such benefit commencement date.

     

    (iii) An Active
Participant dies at age 57 with 10 years of Continuous Service, and leaves a
Surviving Spouse.  A Surviving Spouse Benefit shall be paid to such
Surviving Spouse beginning on the Participant's Normal Retirement Date, provided
that such Surviving Spouse is alive on such benefit commencement
date.  Having died prior to his or her Normal Retirement Date with
less than 15 years of Continuous Service, the Participant would not have been
eligible to have benefits commence at an Early Retirement
Date.  Likewise, the Surviving Spouse Benefit would be calculated
based the on Participant's 50% Vested Accrued Defined Benefit because the
Participant was not 100% vested at the time of his or her death.

     

    (iv) An Active
Participant dies on his or her 65th birthday with six (6) years of Continuous
Service and leaves a Surviving Spouse.  Inasmuch as the Participant
had less than ten (10) years of Continuous Service at the time of his death and,
therefore, had no Vested Accrued Defined Benefit, no Surviving Spouse Benefit is
payable to the Surviving Spouse.

     

    5.2 If the Participant described in 5.1(a)
had elected, pursuant to 4.4, the Joint and 66-2/3% Surviving Spouse Annuity
Form, then the Plan shall pay the 66-2/3% Surviving Spouse Annuity to the
Participant's Surviving Spouse.

     

    5.3 In any other such case, the Plan shall
pay the 50% Surviving Spouse Annuity to the Participant's Surviving
Spouse.

     

    ARTICLE
6

     

    


     

    ADMINISTRATION

     

    FINANCING
OF BENEFITS

     

    6.1 

    (a) This
Restoration Plan shall be administered by the Compensation Committee, which
shall have responsibility and authority to manage and control the operation and
administration of the Plan.  The Committee shall have complete and
absolute discretion to interpret and apply the terms and provisions of the Plan,
provided that the Company intends that the Plan shall be interpreted and
administered consistent with the requirements of IRC §  409A, particularly
as interpreted in final Treas. Regs. §§ 409A-0 through 409A-6 (as published
at 72 Fed. Reg. pp. 19234 et seq., April 7, 2007) so as not to subject
Participants to taxation, penalties or interest arising under IRC
§ 409A.

     

    (b) The
Company intends this Restoration Plan to be an unfunded, nonqualified plan
primarily for the purpose of providing benefits for a select group of highly
compensated management employees of the Company, and is intended to qualify as a
“top hat” plan under Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), §§ 
201(2), 301(a)(3) and 401(a)(1).  As such, the Plan is not required
to, and is not intended to be subject to, or be interpreted and administered
according to, inter alia, the provisions of ERISA, Title I, Parts 2, 3 and 4,
nor the rules applicable to tax-qualified retirement plans set forth at IRC
§§ 401 et
seq.

     

    (c) The
following procedures shall govern the administration of claims under the
Plan.

     

    (i) The
Compensation Committee shall determine the rights of any Participant to any
benefits hereunder.  Any Participant who believes that he or she has
not received the benefits to which he is entitled under the Plan may file a
claim in writing with the Committee.  The Committee shall, no later
than 90 days after the receipt of a claim (plus an additional period of 90 days
if required for processing, provided that notice of the extension of time is
given to the claimant within the first 90-day period), either allow or deny the
claim in writing.  If a claimant does not receive written notice of
the Committee’s decision on his claim within the above-mentioned period, the
claim shall be deemed to have been denied in full.

     

    (ii) A denial
of a claim by the Committee, wholly or partially, shall be written in a manner
calculated to be understood by the claimant and shall include:

     

    
      	
              (A)  

            	
              the
      specific reasons for the denial;

            


    

     

    
      	
              (B)  

            	
              specific
      reference to pertinent Plan provisions on which the denial is
      based;

            


    

     

    
      	
              (C)  

            	
              a
      description of any additional material or information necessary for the
      claimant to perfect the claim and an explanation of why such material or
      information is necessary; and

            


    

     

    
      	
              (D)  

            	
              an
      explanation of the claim review procedure and the time limits applicable
      to such procedures, including a statement of the claimant's right to bring
      a civil action under ERISA
§ 502(a).

            


    

     

    (iii) A
claimant whose claim is denied (or his duly authorized representative) may
within 60 days after receipt of denial of a claim file with the Committee a
written request for a review of such claim.  Prior to the occurrence of a Section
11 Event, if the claimant does not file a request for review of his claim
within such 60-day period, the claimant shall be deemed to have acquiesced in
the original decision of the Committee on his claim, the decision shall become
final and the claimant will not be entitled to bring a civil action under ERISA
§  502(a), provided that after the occurrence of a Section 11
Event, the claimant shall not be deemed to have acquiesced in the
original decision of the Committee, nor shall the claimant be in any way limited
in bringing a civil action under ERISA § 502(a).

     

    (iv) If such
an appeal is so filed within such 60-day period, the Committee (or its delegate)
shall conduct a full and fair review of such claim.  During such
review, the claimant (or the claimant's authorized representative) shall be
given the opportunity to review all documents that are pertinent to his claim
and to submit issues and comments in writing.

     

    (v) The
Committee (or its delegate) shall mail or deliver to the claimant a written
decision on the matter based on the facts and the pertinent provisions of the
Plan within 60 days after the receipt of the request for review (unless special
circumstances require an extension of up to 60 additional days, in which case
written notice of such extension shall be given to the claimant prior to the
commencement of such extension).  Such decision shall be written in a
manner calculated to be understood by the claimant, shall state the specific
reasons for the decision and the specific Plan provisions on which the decision
was based and shall, to the extent permitted by law, be final and binding on all
interested persons.  If the decision on review is not furnished to the
claimant within the above-mentioned time period, the claim shall be deemed to
have been denied on review.

     

    (vi) If a
Participant's claim for benefits is denied in whole or in part prior to the occurrence of a Section
11 Event, such Participant may file suit only in a state court located in
Allegheny County, Pennsylvania or federal court located in Allegheny County,
Pennsylvania. Notwithstanding, before such Participant may file suit in a state
or federal court, Participant must exhaust the Plan's administrative claims
procedure.  If any such
judicial or administrative proceeding is undertaken, the evidence presented will
be strictly limited to the evidence timely presented to the
Committee.  In addition, any such judicial or administrative
proceeding must be filed within six months after the Committee's final
decision.

     

    (vii) If the
claim for benefits of a Vested Participant (6.4(a)) is denied in whole or in
part after the occurrence of a
Section 11 Event, such Participant shall not be in any way restricted by
the provisions of 6.1(c)(vi) in taking any steps to enforce his or her rights
under the Plan.  Further, the Company shall be liable to reimburse any
Vested Participant (6.4(a)) for attorneys fees and other costs related to any
litigation (or other proceeding) or legal counsel and advice short of or
preparatory to litigation (or other proceeding) (such fees and expenses
hereinafter referred to as "Legal Expenses"), which the
Vested Participant undertakes or incurs for the purpose of enforcing his or her
right to receive benefits under the Plan following a refusal (in any form) by
the Company to pay such benefits.  The Participant shall present
written evidence to the Company of having incurred Legal Expenses no later than
the end of each calendar year during which the Participant incurs or receives
invoices for such Legal Expenses, and the Company shall reimburse the
Participant for any such Legal Expenses so presented to the Company within one
calendar month of the Company's receipt of such written evidence of the
Participant's Legal Expenses, but in no event later than two-and-one half months
after the end of each such calendar year in which the Company receives such
written evidence that the Participant has incurred Legal
Expenses.  Should the Company fail to remit reimbursement to the
Participant for Legal Expenses within the time prescribed in this 6.1(c)(vii),
the Company shall also be liable to reimburse the Participant, on demand, for
(a) any penalties, taxes and interest imposed on the Participant pursuant to IRC
§ 409A arising from the Company's failure timely to remit such
reimbursement for Legal Expenses, and (b) any U.S. state and local income tax
(as applicable) on the reimbursement, and additional IRC § 409A penalties,
taxes and interest attributable to such reimbursement, calculated in a manner
comparable to, and according to the principles described in, 4.11 (Excise Tax
Gross-Up).

     

    6.2 The Company shall bear the entire cost
of benefits under this Restoration Plan as well as the entire cost of
administering the Plan.

     

    6.3 

    (a) This
Restoration Plan will not be funded.  The benefits under this Plan
shall be paid from the general assets of the Company as
due.  Nevertheless, the Company intends to creates an executive
benefit security trust, "rabbi" trust, or similar entity (the "Trust") through which to set
aside assets to provide for the investment and payment of benefits attributable
to Participants' Matching Contribution Accounts (3.6), and may contribute
additional amounts to the Trust, or establish a separate trust to provide for
other benefits under the this Restoration Plan (or other benefits), whether
pursuant to 6.4 or otherwise.  Each benefit payment made to a Retired
Participant or Surviving Spouse from such Trust with respect to any benefit
payable to such Participant or Surviving Spouse under this Plan, shall reduce
and discharge, dollar for dollar, the Company's obligation hereunder to make
such monthly benefit payment to such Participant or Surviving
Spouse.  Similarly, any Gross-Up payment made to a Retired Participant
or Surviving Spouse from such trust shall reduce and discharge, dollar for
dollar, the Company's obligation hereunder to make such Gross-Up
payment.

     

    (b) The trust
agreement establishing such Trust shall provide that, prior to the payment of
all benefit liabilities under this Restoration Plan, the Trust shall be
irrevocable except upon the bankruptcy or insolvency of the
Company.  Such trust agreement shall also provide that initial trustee
of the Trust, and any successor trustee (the "Trustee"), shall at the time
of appointment be one of the 50 largest banking institutions in the United
States.

     

    6.4 

    (a) Notwithstanding 6.3 but subject to the
restriction in 6.4(b), prior to or immediately upon the occurrence of a Section
11 Event, the Company shall take the following measures: The Company shall
establish a Trust of the kind and nature contemplated under 6.3 or shall
contribute to the Trust already established pursuant to 6.3.  The
Company shall transfer to such Trust liquid assets equal to the present value of
Accrued Defined Benefits that have under the Plan to the end of the calendar
month in which the Section 11 Event occurred or is expected to occur (whether or
not such benefits are otherwise then subject to future forfeiture under the
terms of the Plan), with respect to all persons who are or were, on the date of
the Section 11 Event, Active Participants (including those who will become or
became Active Participants on the date of the Section 11 Event pursuant to
2.2(b), Former Active Participants, Retired Participants; and Surviving Spouses
who are receiving Surviving Spouse benefits, plus the additional present value
of Accrued Defined Benefits that could accrue to Active Participants, and be
payable earlier, from the attribution of five additional years of service,
described in 3.5, and five additional years of age, described in 2.6 and 4.3;
plus the present value of the Accrued Defined Benefits that would have accrued
by any person who, by reason of then-current disabled status and operation of
2.2(c) could in the future qualify as a Participant pursuant to 2.2(c),
determined as such person had already qualified for such
benefit.  (Such disabled persons and such persons who are or were, on
the date of the Section 11 Event, Active Participants, Former Active
Participants, Retired Participants, and Surviving Spouses who are receiving
Surviving Spouse benefits, are hereinafter referred to collectively as "Vested
Participants").  The present value of the Accrued Defined
Benefits described above shall be calculated by assuming that retirement shall
occur either immediately or at actual (or attributed) age 55 (whichever
occurs, or shall have occurred, first), no mortality or turnover prior to
retirement, post-retirement mortality based on the "applicable mortality table"
determined under IRC § 417(e)(3)(A)(ii)(I), and interest at the
"applicable interest rate" determined under IRC § 417(e)(3)(A)(ii)(II)
for the month in which the Section 11 Event occurs.  The Company shall
also transfer to the Trust liquid assets equal to the present value of any
Gross-Up payments it reasonably estimates shall or may become due by reason of
the occurrence of the Section 11 Event, as well as present value of the
estimated costs of administering the Trust (including Trustee fees and expenses)
and of administering the Plan through engagement of an independent administrator
if deemed appropriate by the Trustee.  The Company shall also provide
the Trustee with accurate and complete data regarding all matters necessary to
identify Vested Participants, calculate their accrued benefits, and pay them,
including (without limiting the generality of the foregoing) data regarding the
name, birthdate, current address, Social Security number, employment date with
the Company, and compensation in the current and prior years of each such Vested
Participant, as well as any information necessary to enable the Trustee to
calculate or verify any Gross-Up payments that may be due pursuant to
4.11.

     

    (b) Notwithstanding
6.4(a), no amount shall be transferred to a trust or otherwise set aside for the
purposes of providing benefits during any "restricted period" (as defined in IRC
§ 409A(B(3)) with respect to the Matthews Retirement Plan or any other
single-employer defined benefit plan sponsored by the Company or any member of a
controlled group (within the meaning of IRC § 414(b) or (c)) that includes
the Company.

     

    


    ARTICLE
7

     

    


     

    AMENDMENT
OR TERMINATION OF THE PLAN

     

    7.1 Amendment of the
Plan.

     

    (a) The
Company reserves the right to modify or amend this Restoration Plan from time to
time and to any extent that it may deem advisable.  Any amendment
shall be made pursuant to a resolution duly adopted by the Compensation
Committee.  No amendment shall in any manner (i) reduce the right
to the present or future receipt of an Accrued Defined Benefit, Vested Accrued
Defined Benefit, or other benefit under the Plan of any Participant to the
extent that such right had accrued prior to the date the Compensation Committee
approved such amendment, (ii) alter the amount or payment of benefits under
the Plan to any Participant who had become a Retired Participant prior to the
date the Compensation Committee approved such amendment, or (iii) otherwise
apply to former Officers whose employment with the Company had terminated
without entitlement to a Plan benefit prior to the date the Compensation
Committee approved such amendment.  Otherwise, all Participants
claiming any interest under this Plan shall be bound by any
amendments.

     

    (b) The
rights and benefits of each Participant or of any Surviving Spouse claiming
through such Participant, shall be determined in accordance with the provisions
of this Restoration Plan in effect on the date (1) the Participant's employment
terminates, or (2) in the case of a Participant who is receiving LTD Benefits,
the Participant ceases to be eligible to continue to receive LTD Benefits,
whichever of (1) or (2) occurs later (such date being the "Participant's Termination
Date").  Except as otherwise specifically provided, any
amendment to the Plan shall have no effect on, or application to, a Participant
(or Surviving Spouse) where such Participant's Termination Date occurred prior
to the effective date of such amendment (including the 12/05/08 amendment date
of this amended and restated Restoration Plan).  Thus, any benefit
being paid to a Retired Participant or Surviving Spouse, and any Vested Accrued
Defined Benefit or Surviving Spouse Benefit due to be paid hereafter, pursuant
to the terms of this Restoration Plan, shall continue to be paid, or shall be
commenced, in accordance with all applicable terms and provisions (including the
amount, date of commencement and form of payment thereof) of this Restoration
Plan as such plan was in effect on the date of the Participant's Termination
Date.

     

    7.2 Termination of the
Plan.  This Restoration Plan may be terminated by the Company
at any time.  Such termination shall be effected pursuant to a
resolution duly adopted by the Board of Directors.  No such
termination may impair the benefits of Participants.  In particular,
no such termination shall in any manner (i) reduce the right to the present
or future receipt of an Accrued Defined Benefit or other benefit under the Plan
of any Participant to the extent that such right had accrued prior to the date
the Board of Directors approved such termination, or (ii) alter the amount
or payment of benefits under the Plan to any Participant who had become a Vested
Participant or Retired Participant prior to the date the Board of Directors
approved such termination.  Benefits shall cease to accrue under the
Plan effective on the termination, but the Plan shall otherwise remain in force
for the purpose of administering the benefits accrued prior to the termination
according to the provisions of the Plan in force immediately prior to the
termination.

    _________________________

    


    

      

    

     

      3 In
the Company's case, it is almost certain that current Active Participants
(Officers) would be "specified employees" subject to delay in commencement of
payment.  Non-specified employees would likely include, if anyone,
only Former Active Participants.