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•	The name of the Plan is changed to the Materion Corporation Restoration & Deferred Compensation Plan.

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The compensation which may be deferred under the Plan has been modified. Deferrals under new elections will no longer be limited to amounts which exceed the limitation under Section 401(a)(17) of the Internal Revenue Code (the "Code"). However, deferral of base salary will be limited to 50%, and deferral of bonus will be limited to cash amounts payable pursuant to the Company's Management Incentive Plan.

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Participation in the Plan continues to be limited to employees selected by the Compensation Committee of the Board of Directors (the "Compensation Committee") from a select group of management or highly compensated employees. The Compensation Committee has established eligibility requirements effective May 1, 2015, that permit participation by each employee who is eligible for the Materion Corporation and Subsidiaries Management Incentive Plan and has current base salary plus a total target Management Incentive Plan opportunity in excess of the limitation set forth in Section 401(a)(17) of the Code. The Compensation Committee may at any time, in its sole discretion, change the eligibility criteria for employees, or determine that one or more participants will cease to be an eligible employee.

•	New Restoration Deferred Compensation provisions will be effective for all of 2015, applicable to each participant other than a Materion Executive Council member who is a participant in the Materion Supplemental Retirement Benefit Plan.

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The Restoration Deferred Compensation feature provides benefits that cannot be provided under the Company's tax-qualified Materion Corporation Retirement Savings Plan (the "Savings Plan") because of compensation and benefit limitations applicable to the qualified defined contribution plans under the Code. Retirement Deferred Compensation benefits are calculated using the same methodology utilized for the Company's Savings Plan, but taking into account elective deferrals of compensation and excluding from consideration long-term incentive compensation.

•	Prior provisions of the Plan designed to provide the equivalent of a match under the Savings Plan will no longer be applicable.

•	New provisions will permit election by participants of compensation deferrals to be distributed at a specified date prior to termination of employment, as permitted from time to time by the Company's Administrative Committee.

•	New provisions will permit distribution in situations of unforeseeable financial emergency and disability, as permitted by Section 409A of the Code, as well as other accelerations permitted by regulatory guidance under Section 409A.

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