MATTHEWS INTERNATIONAL CORPORATION


                           1994 DIRECTOR FEE PLAN,
                      as amended through March 14, 1997


                                  SECTION 1
                       Purposes; Reservation of Shares

The purposes of the 1994 Director Fee Plan, as amended through March 14, 1997
(the "Plan") are to provide to each Director of Matthews International
Corporation (the "Corporation") who is not also an employee of the Corporation
or any of its Subsidiaries ("Director") the payment of retainer fees for future
services to be performed by such Director ("Director Fees") as a member of the
Board of Directors of the Corporation (the "Board") in shares of Class A Common
Stock, par value $1.00 per share, of the Corporation ("Common Stock") and to
increase the identification of interests between such Directors and the
shareholders of the Corporation by paying Directors the Director Fees in shares
of Common Stock.  The purposes of the Plan also are to provide current payment
in cash to each Director for fees paid tot attendance at meetings of the Board
("Board Meeting Fees"), fees paid to members other than the Chairperson of a
Committee for attendance at meetings of Committees of the Board ("Committee
Meeting Fees"), fees paid to the Chairperson of a Committee for attendance at
meetings of Committees ("Committee Chairperson Fees") and fees paid to a
Director tot attendance at the annual shareholders' meeting of the Corporation
("Shareholders' Meeting Fees") (collectively, "Meeting Fees").  For purposes of
the Plan, the term "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Corporation, if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.  The aggregate number of
shares of Common Stock which may be issued under the Plan or credited to
Deferred Stock Compensation Accounts for subsequent issuance under the Plan is
limited to 50,000 shares, subject to adjustment and substitution as set forth
in Section 5(b).


                                  SECTION 2
                                 Eligibility

Any non-employee Director of the Corporation who is separately compensated in
the form of Director Fees or Meeting Fees for services on the Board shall be
eligible to participate in the Plan.


                                  SECTION 3
                   Payment of Director Fees in Common Stock

(a)  Current Stock Payment.  Subject to the provisions of Section 3(b), each
Director shall receive payment of Director Fees by the issuance to the Director
of a number of whole shares of Common Stock per calendar year, payable on the
fifteenth (15th) business day following the annual meeting of the shareholders
of the Corporation (each such date of payment referred to as a "Payment Date")
to the Directors as of that date, equal to sixteen thousand dollars ($16,000)
divided by the Fair Market Value of one share of the Common Stock, as defined
in Section 10 hereof, on such Payment Date (rounded upward to the next whole
(b)  Deferred Stock Payment.  Each Director may elect to defer the receipt of
Director Fees in shares of Common Stock for a calendar year (a "Stock Deferral
Election") by filing a Notice of Election with the Secretary of the Corporation
in the form prescribed by the Corporation, which shall be effective on January
1 of the year following the date on which the Notice of Election is filed.  A
Stock Deferral Election shall be effective on the date on which the Notice of
Election is filed with respect to Director Fees payable after the time of a
person's initial election to the office of Director, or any subsequent
re-election if immediately prior thereto such person was not serving as a
Director, provided the Director files such Notice of Election within ten (10)
business days subsequent to being elected or re-elected as a Director.  A Stock
Deferral Election shall apply to all Director Fees otherwise payable while such
Stock Deferral Election is effective.  Each Director may terminate a Stock
Deferral Election and receive current payment of Director Fees in shares of
Common Stock by filing a Notice of Termination with the Secretary of the
Corporation in the form prescribed by the Corporation, which shall be effective
on January 1 of the year following the date on which a Notice of Termination is
filed.  A Stock Deferral Election shall continue in effect until the effective
date of any Notice of Termination.

(c)  Share Certificates.  As of the date on which the Director Fees are payable
in shares of Common Stock pursuant to Section 3(a) or, if a Stock Deferral
Election was made, Sections 5(c) and 6, the Corporation shall issue share
certificates to the Director for the shares of Common Stock received under the
Plan and the Director shall be a shareholder of the Corporation with respect to
any such shares.


                                  SECTION 4
                       Payment of Meeting Fees in Cash

Each Director shall receive payment of Meeting Fees in cash in the following
amounts for attendance at each meeting:

              Board Meeting Fees               $800 
              Committee Meeting Fees           $500 
              Committee Chairperson Fees       $700 
              Shareholders' Meeting Fees       $800

Each Director shall receive payment of Meeting Fees within ten (10) business
days following the meeting with respect to which such fees are payable. 
Directors may not elect to defer payment of all or any part of the Meeting
Fees.  The amount and time of payment of Meeting Fees may be changed from time
to time by the Board in its sole discretion.



                                  SECTION 5
                     Deferred Stock Compensation Account

(a)  General.  The amount of any Director Fees deferred in accordance with a
Stock Deferral Election shall be credited to a deferred stock compensation
account maintained by the Corporation in the name of the Director (a "Deferred
Stock Compensation Account").  A separate Deferred Stock Compensation Account
shall be maintained for each calendar year for which a Director has elected a
different number of payment installments or as otherwise determined by the
Board of Directors.  On each Payment Date that a Stock Deferral Election is
effective for a Director, the Director's Deferred Stock Compensation Account
for that calendar year shall be credited on the Payment Date with the number of
whole shares of Common Stock which otherwise would have been payable to the
Director under Section 3(a).  If a dividend or distribution is paid on the
Common Stock in cash or property other than Common Stock, on the date of
payment of the dividend or distribution to holders of the Common Stock, each
Deferred Stock Compensation Account shall be credited with a number of shares
of Common Stock (including fractional shares) equal to the number of shares of
Common Stock that had been credited to such Account on the date fixed for
determining the shareholders entitled to receive such dividend or distribution
multiplied by the amount of the dividend or distribution paid per share of
Common Stock divided by the Fair Market Value of one share of the Common Stock,
as defined in Section 10 hereof, on the date on which the dividend or
distribution is paid.  If the dividend or distribution is paid in property
other than Common Stock, the amount of the dividend or distribution shall equal
the fair market value of the property on the date on which the dividend or
distribution is paid.  The immediately preceding two sentences shall not apply
to dividends or distributions paid on the Common Stock in cash or property
other than Common Stock on or after March 14, 1997 with respect to Directors on
such date or Directors elected thereafter.  Such dividends or distributions
shall neither be credited to the Director's Deferred Stock Compensation Account
nor paid to the Director.  The Deferred Stock Compensation Account of a
Director shall be charged on the date of distribution with any distribution of
shares of Common Stock made to the Director from such Account pursuant to
Section 5(c) hereof.

(b)  Adjustment and Substitution.  The number of shares of Common Stock
credited to each Deferred Stock Compensation Account, and the number of shares
of Common Stock available for issuance or crediting under the Plan in
accordance with Section 1 hereof shall be proportionately adjusted to reflect
any dividend or other distribution on the outstanding Common Stock payable in
shares of Common Stock or any split or consolidation of the outstanding shares
of Common Stock.  If the outstanding Common Stock shall, in whole or in part,
be changed into or exchangeable tot a different class or classes of securities
of the Corporation or securities of another corporation or cash or property
other than Common Stock, whether through reorganization, reclassification,
recapitalization, merger, consolidation or otherwise, the Board of the
Corporation shall adopt such amendments to the Plan as it deems necessary to
carry out the purposes of the Plan, including the continuing deferral of any
shares in any Deferred Stock Compensation Accounts.
(c)  Manner of Payment.  The balance of a Director's Deferred Stock
Compensation Account will be paid in shares of Common Stock to the Director or,
in the event of the Director's death, to the person designated by the Director
in the Director's Will, or, if the Director tails to make a testamentary
disposition of the shares or dies intestate, to the person entitled to receive
the shares pursuant to the laws of descent and distribution of the state of
domicile of the Director at the time of death (the "Director's Beneficiary"). 
A Director may elect at the time of filing the Notice of Election tor a Stock
Deferral Election to receive payment of the shares of Common Stock credited to
the Director's Deferred Stock Compensation Account in annual installments
rather than a lump sum, provided that the payment period for installment
payments shall not exceed ten (10) years following the Payment Commencement
Date as described in Section 6.  The number of shares of Common Stock
distributed in each installment shall be determined by multiplying (i) the
number of shares of Common Stock in the Deferred Stock Compensation Account on
the date of payment of such installment, by (ii) a fraction, the numerator of
which is one and the denominator of which is the number of remaining unpaid
installments, and by rounding such result down to the nearest whole number of
shares.  The balance of the number of shares of Common Stock in the Deferred
Stock Compensation Account shall be appropriately reduced in accordance with
the Section 5(a) to reflect the installment payments made hereunder.  Shares of
Common Stock remaining in a Deferred Stock Compensation Account pending
distribution pursuant to this Section 5(c) shall be subject to adjustment
pursuant to Section 5(b) and, for former Directors who are not Directors on
March 14, 1997 but were Directors prior to that date, shall continue to be
credited with respect to dividends or distributions paid on the Common Stock
pursuant to Section 5(a).  If a lump sum payment or the final installment
payment hereunder would result in the issuance of a fractional share of Common
Stock, such fractional share shall not be issued and cash in lieu of such
fractional share shall be paid to the Director based on the Fair Market Value
of a share of Common Stock, as defined in Section 10, on the date immediately
preceding the date of such payment.  The Corporation shall issue share
certificates to the Director, or the Director's Beneficiary, for the shares of
Common Stock distributed hereunder. As of the date on which the Director is
entitled to receive payment of shares of Common Stock pursuant to this Section
5(a), a Director or the Director's Beneficiary shall be a shareholder of the
Corporation with respect to such shares.


                                  SECTION 6
                          Payment Commencement Date

Payment of shares in a Deferred Stock Compensation Account shall commence on
April 1 (or if April 1 is not a business day, on the first preceding business
day) of the calendar year following the calendar year in which the Director
ceases to be a member of the Board for any reason, including by reason of death
or disability.


                                  SECTION 7
                         Non-Alienability of Benefits

Neither the Director nor the Director's Beneficiary shall have the right to,
directly or indirectly, alienate, assign, transfer, pledge, anticipate or
encumber (except by reason of death) any amounts or shares of Common Stock that
are or may be payable hereunder nor shall any such amounts or shares be subject
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment by creditors of the Director or the Director's
Beneficiary or to the debts, contracts, liabilities, engagements, or torts of
any Director or Director's Beneficiary, or transfer by operation of law in the
event of bankruptcy or insolvency of the Director or the Director's
Beneficiary, or any legal process.


                                  SECTION 8
                Nature of Deferred Stock Compensation Accounts

Any Deferred Stock Compensation Account shall be established and maintained
only on the books and records of the Corporation.  No assets or funds of the
Corporation, a Subsidiary or the Plan shall be removed from the claims of the
Corporation's or a Subsidiary's general or judgment creditors or otherwise made
available, and no shares of Common Stock of the Corporation to be issued
pursuant to a Deferred Stock Compensation Account shall be issued or
outstanding, until such amounts and shares are actually payable to a Director
or a Director's Beneficiary as provided herein.  The Plan constitutes a mere
promise by the Corporation to make payments in the future.  Each Director and
Director's Beneficiary shall have the status of, and their rights to receive a
payment of shares of Common Stock under the Plan shall be no greater than the
rights of, general unsecured creditors of the Corporation.  No person shall be
entitled to any voting rights with respect to shares credited to a Deferred
Stock Compensation Account and not yet payable to a Director or the Director's
Beneficiary.  The Corporation shall not be obligated under any circumstances to
fund any financial obligations under the Plan and the Plan is intended to
constitute an unfunded plan for tax purposes.  However, the Corporation may, in
its discretion, set aside funds in a trust or other vehicle, subject to the
claims of its creditors, in order to assist it in meeting its obligations under
the Plan, if such arrangement will not cause the Plan to be considered a funded
deferred compensation plan under the Internal Revenue Code of 1986, as amended,
and provided, further, that any trust created by the Corporation, and any
assets held by such trust to assist the Corporation in meeting its obligations
under the Plan, will conform to the terms of the model trust, as described in
Rev. Proc. 92-64, 1992-2 C.B. 422 or any successor.


                                  SECTION 9
                 Administration of Plan; Hardship Withdrawal

Full power and authority to construe, interpret, and administer the Plan shall
be vested in the Board.  Decisions of such Board shall be final, conclusive,
and binding upon all parties.  Notwithstanding the terms of a Stock Deferral
Election made by a Director hereunder, the Board may, in its sole discretion,
permit the withdrawal of shares credited to a Deferred Stock Compensation
Account with respect to Director Fees previously payable upon the request of a
Director or the Director's representative, or following the death of a Director
upon the request of a Director's Beneficiary or such beneficiary's
representative, if such Board determines that the Director or the Director's
Beneficiary, as the case may be, is confronted with an unforeseeable emergency. 
For this purpose, an unforeseeable emergency is an unanticipated emergency
caused by an event that is beyond the control of the Director or the Director's
Beneficiary and that would result in a severe financial hardship to the
Director or the Director's Beneficiary if an early hardship withdrawal were not
permitted.  The Director or the Director's Beneficiary shall provide to such
Board evidence as the Board, in its discretion, may require to demonstrate such
emergency exists and financial hardship would occur if the withdrawal were not
permitted.  The withdrawal shall be limited to the number of shares necessary
to meet the emergency.  For this purpose, a hardship shall be considered to
constitute an immediate and unforeseen financial hardship if the Director or
Director's Beneficiary has an unexpected need for cash to pay for expenses
incurred by him or a member of his immediate family (spouse and/or natural or
adopted children) such as those arising from illness, casualty loss, or death. 
Cash needs arising from foreseeable events, such as the purchase or building of
a house or education expenses, will not be considered to be the result of an
unforeseeable financial emergency.  Payment shall be made, as soon as
practicable after the Board approves the payment and determines the number of
shares which shall be withdrawn, in a single lump sum from the portion of the
Deferred Stock Compensation Account with the longest number of installment
payments first.  No Director shall participate in any decision of such Board
regarding such Director's request for a withdrawal under this Section 9.


                                  SECTION 10
                              Fair Market Value

Fair Market Value of the Common Stock shall be the mean between the following
prices, as applicable, for the date as of which Fair Market Value is to be
determined as quoted in The Wall Street Journal (or in any other reliable
publication as the Board of the Corporation or its delegate, in its discretion,
may determine to rely upon): (a) if the Common Stock is listed on the New York
Stock Exchange, the highest and lowest sales prices per share of the Common
Stock as quoted in the NYSE-Composite Transactions listing for such date, (b)
if the Common Stock is not listed on such exchange, the highest and lowest
sales prices per share of Common Stock for such date on (or on any composite
index including) the principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended (the "1934 Act") on which
the Common Stock is listed, or (c) if the Common Stock is not listed on any
such exchange, the highest and lowest sales prices per share of the Common
Stock for such date on the National Association of Securities Dealers Automated
Quotations System or any successor system then in use ("NASDAQ").  If there are
no such sale price quotations for the date as of which Fair Market Value is to
be determined but there are such sale price quotations within a reasonable
period both before and after such date, then Fair Market Value shall be
determined by taking a weighted average of the means between the highest and
lowest sales prices per share of the Common Stock as so quoted on the nearest
date before and the nearest date after the date as of which Fair Market Value
is to be determined.  The average should be weighted inversely by the
respective numbers of trading days between the selling dates and the date as of
which Fair Market Value is to be determined.  If there are no such sale price
quotations on or within a reasonable period both before and after the date as
of which Fair Market Value is to be determined, then Fair Market Value of the
Common Stock shall be the mean between the bona fide bid and asked prices per
share of Common Stock as so quoted for such date on NASDAQ, or if none, the
weighted average of the means between such bona fide bid and asked prices on
the nearest trading date before and the nearest trading date after the date as

of which Fair Market Value is to be determined, if both such dates are within a
reasonable period.  The average is to be determined in the manner described
above in this Section 10.  If the Fair Market Value of the Common Stock cannot
be determined on the basis previously set forth in this Section 10 on the date
as of which Fair Market Value is to be determined, the Board or its delegate
shall in good faith determine the Fair Market Value of the Common Stock on such
date.  Fair Market Value shall be determined without regard to any restriction
other than a restriction which, by its terms, will never lapse.


                                  SECTION 11
                     Securities Laws; Issuance of Shares

The obligation of the Corporation to issue or credit shares of Common Stock
under the Plan shall be subject to (i) the effectiveness of a registration
statement under the Securities Act of 1933, as amended, with respect to such
shares, if deemed necessary or appropriate by counsel for the Corporation, (ii)
the condition that the shares shall have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange, if any, on which
the Common Stock shares may then be listed and (iii) all other applicable laws,
regulations, rules and orders which may then be in effect.  If, on the date on
which any shares of Common Stock would be issued pursuant to a Current Stock
Payment or credited to a Deferred Stock Compensation Account, sufficient shares
of Common Stock are not available under the Plan or the Corporation is not
obligated to issue shares pursuant to this Section 11, then no shares of Common
Stock shall be issued or credited but rather, in the case of a Current Stock
Payment, cash shall be paid in payment of the Director Fees payable, and in the
case of a Deferred Stock Compensation Account, Director Fees and dividends, if
applicable, which would otherwise have been credited in shares of Common Stock,
shall be credited in cash to a deferred cash compensation account in the name
of the Director.  The Board shall adopt appropriate rules and regulations to
carry out the intent of the immediately preceding sentence if the need for such
rules and regulations arises.


                                  SECTION 12
                                Governing Law

The provisions of this Plan shall be interpreted and construed in accordance
with the laws of the Commonwealth of Pennsylvania.


                                  SECTION 13
       Effect of the Plan on the Rights of Corporation and Shareholders

Nothing in the Plan shall confer any right to any person to continue as a
Director of the Corporation or interfere in any way with the rights of the
shareholders of the Corporation or the Board to elect and remove Directors.

                                 SECTION 14
                          Amendment and Termination

The right to amend the Plan at any time and from time to time and the right to
terminate the Plan at any time are hereby specifically reserved to the Board;
provided that no amendment of the Plan shall (a) be made without shareholder
approval if shareholder approval of the amendment is at the time required by
the rules of the NASDAQ National Market System or any stock exchange on which
the Common Stock may then be listed, or (b) otherwise amend the Plan in any
manner that would cause the shares of Common Stock issued or credited under the
Plan not to qualify for the exemption from Section 16(b) of the 1934 Act
provided by Rule 16b-3.  No amendment or termination of the Plan shall, without
the written consent of the holder of shares of Common Stock issued or credited
under the Plan, adversely affect the rights of such holder with respect
thereto.

Notwithstanding anything contained in the preceding paragraph or any other
provision of the Plan, the Board shall have the power to amend the Plan in any
manner deemed necessary or advisable for shares of Common Stock issued or
credited under the Plan to qualify for the exemption provided by Rule 16b-3 (or
any successor rule relating to exemption from Section 16(b) of the 1934 Act),
and any such amendment shall, to the extent deemed necessary or advisable by
the Board, be applicable to any outstanding shares of Common Stock theretofore
issued or credited under the Plan.


                                  SECTION 15
                                Effective Date

The effective date and date of adoption of the Plan shall be December 9, 1994,
the date of adoption of the Plan by the Board.