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Exhibit 10jj

BRUSH ENGINEERED MATERIALS INC.

EXECUTIVE DEFERRED COMPENSATION PLAN
(2000 Restatement)
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TABLE OF CONTENTS

PAGE

ARTICLE 1 ESTABLISHMENT OF THE PLAN..................................................... 1

ARTICLE 2 DEFINITIONS................................................................... 1
2.1 Account....................................................................... 1
2.2 Board......................................................................... 1
2.3 Code.......................................................................... 1
2.4 Company....................................................................... 1
2.5 Compensation.................................................................. 1
2.6 Compensation Committee........................................................ 1
2.7 Deferred Compensation......................................................... 2
2.8 Election Agreement............................................................ 2
2.9 Employee...................................................................... 2
2.10 Participant................................................................... 2
2.11 Plan.......................................................................... 2
2.12 Plan Administrator............................................................ 2
2.13 Plan Year..................................................................... 2
2.14 Trust......................................................................... 2
2.15 Valuation Date................................................................ 2

ARTICLE 3 PARTICIPATION................................................................. 2
3.1 Eligibility................................................................... 2
3.2 Participation................................................................. 2

ARTICLE 4 BENEFITS...................................................................... 3
4.1 Deferred Compensation......................................................... 3
4.2 Election Procedures........................................................... 3

ARTICLE 5 ACCOUNTS...................................................................... 4
5.1 Participant Accounts.......................................................... 4
5.2 Investment Return............................................................. 4
5.3 Valuation of Accounts......................................................... 4

ARTICLE 6 DISTRIBUTIONS................................................................. 5
6.1 Termination of Employment..................................................... 5
6.2 Death......................................................................... 5

ARTICLE 7 ADMINISTRATION................................................................ 5
7.1 Plan Administrator............................................................ 5
7.2 Appointment of Administrative Committee....................................... 5
7.3 Powers of Plan Administrator.................................................. 5
7.4 Limitation of Liability....................................................... 6
7.5 Claims Procedures............................................................. 6

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ARTICLE 8 MISCELLANEOUS................................................................. 7
8.1 Unfunded Plan................................................................. 8
8.2 Spendthrift Provision......................................................... 8
8.3 Employment Rights............................................................. 8
8.4 Withholding of Taxes.......................................................... 8
8.5 Amendment or Termination...................................................... 8
8.6 No Fiduciary Relationship Created............................................. 8
8.7 Release....................................................................... 8
8.8 No Warranty or Representation................................................. 8
8.9 Construction.................................................................. 9
8.10 Governing Law................................................................. 9
8.11 Counterparts.................................................................. 9

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BRUSH ENGINEERED MATERIALS INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(2000 Restatement)

ARTICLE 1

AMENDMENT AND RESTATEMENT OF THE PLAN

Brush Wellman Inc., an Ohio corporation ("Brush"), previously
established the Brush Wellman Inc. Executive Deferred Compensation Plan (the
"Brush Plan"), for the purpose of providing deferred compensation to employees
who are eligible under the terms and conditions thereof, which plan is intended
to be a non-qualified deferred compensation arrangement for a select group of
management and highly compensated employees. Brush now desires to amend and
restate the Brush Plan, effective as of the Effective Time (as such term is
defined below), on the terms and conditions set forth herein.

Accordingly, the Brush Plan is hereby amended and restated in its
entirety effective as of the Effective Time, with respect to persons who are
Employees (as such term is defined below) on or after the Effective Time, in
accordance with the following terms and conditions.

ARTICLE 2

DEFINITIONS

The following terms shall have the following meanings described in
this Article unless the context clearly indicates another meaning. All
references in the Plan to specific Articles or Sections shall refer to Articles
or Sections of the Plan unless otherwise stated.

2.1 Account means the record or records established for each
Participant in accordance with Section 5.1.

2.2 Board means the Board of Directors of Company.

2.3 Code means the Internal Revenue Code of 1986, as amended.

2.4 Company means Brush Engineered Materials Inc., an Ohio
corporation.

2.5 Compensation means a Participant's taxable cash compensation
(reportable on Form W-2) for the Plan Year or scheduled pay period, but only to
the extent that such compensation exceeds the limit imposed on compensation
taken into account under the Brush Engineered Materials Inc. Savings and
Investment Plan (formerly known as the Brush Wellman Inc. Savings and Investment
Plan) by reason of Code Section 401(a)(17) as determined by the Plan
Administrator.

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2.6 Compensation Committee means in respect of periods from and after
the Effective Time the Organization and Compensation Committee of the Board or,
at any time that no such committee exists, the Board, and means in respect of
periods prior to the Effective Time the Organization and Compensation Committee
of Brush.

2.7 Deferred Compensation means a Participant's Compensation
allocated to the Participant's Account in accordance with Section 4.1 of the
Plan.

2.8 Election Agreement means the written agreement entered into by an
Employee, which shall be irrevocable, pursuant to which the Employee becomes a
Participant in the Plan and selects Deferred Compensation and the period over
which such amounts and investment return thereon will be paid.

2.9 Effective Time means the "Effective Time" as defined in that
certain Agreement of Merger executed or to be executed by and among Brush Merger
Co., Brush and Company.

2.10 Employee means, with respect to each Employer, management and
highly compensated employees.

2.11 Employer means the Company and Brush, and any other corporation
in a controlled group of corporations (under Code Section 414(b)) of which
Company is a member which, with the authorization of the Board, adopts the Plan
for the benefit of its employees pursuant to resolution of its board of
directors.

2.12 Participant means an Employee or former Employee of an Employer
who has met the requirements for participation under Section 3.1 and who is or
may become eligible to receive a benefit from the Plan or whose beneficiary may
be eligible to receive a benefit from the Plan.

2.13 Plan means the plan, the terms and provisions of which are
herein set forth, and as it has been or may be amended or restated from time to
time, designated as "The Brush Wellman Inc. Executive Deferred Compensation
Plan" in respect of periods prior to the Effective Time and as "The Brush
Engineered Materials Inc. Executive Deferred Compensation Plan" in respect of
periods from and after the Effective Time.

2.14 Plan Administrator means, in respect of periods from and after
the Effective Time, the Company, and means, in respect of periods prior to the
Effective Time, Brush.

2.15 Plan Year means the period beginning on January 1 and ending on
December 31 of each year.

2.16 Trust means any trust that may be maintained pursuant to Article
8.

2.17 Valuation Date means the last business day of each calendar
month.

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ARTICLE 3

PARTICIPATION

3.1 Eligibility. An Employee shall be eligible to participate in the
Plan if he or she is an Employee designated as eligible by the Compensation
Committee or, in respect of periods prior to the Effective Time, by the
Organization and Compensation Committee of the Board of Directors of Brush.
Individuals not specifically designated by the Compensation Committee are not
eligible to participate in the Plan.

3.2 Participation. An Employee shall become a Participant as of the
date he or she satisfies the eligibility requirements of Section 3.1 and
completes all administrative forms required by the Plan Administrator. A
Participant's participation in the Plan shall terminate upon termination of
employment with the Company and all direct and indirect subsidiaries of Company
or upon such other events as determined by the Compensation Committee.

ARTICLE 4

BENEFITS

4.1 Deferred Compensation. Subject to any limitations established by
the Compensation Committee or the Plan Administrator, a Participant may elect to
have his or her Compensation deferred in any amount not to exceed the
Participant's full Compensation less applicable tax withholding, and to have
that amount credited to his or her Account as Deferred Compensation. Deferred
Compensation shall be credited to a Participant's Account monthly. A Participant
shall at all times have a fully vested interest in his or her Account.

4.2 Election Procedures. (a) An Employee who is eligible to become a
Participant in the Plan must complete, sign and file an election form with the
Plan Administrator no later than 30 days following the date on which such
Employee first becomes eligible to participate in the Plan in order to become a
Participant in the Plan Year in which the Employee first becomes eligible.

(b) A Participant's Election Agreement shall be effective
only as to Compensation payable with respect to services rendered by the
Participant after the date the Election Agreement is completed, signed and filed
with the Plan Administrator.

(c) Each Participant shall specify on his or her Election
Agreement the Compensation the Participant elects to defer each Plan Year and
whether the Deferred Compensation plus investment return credited to such
Deferred Compensation will be paid in a single lump sum or in not more than five
annual installments upon termination of employment with the Company and all
direct and indirect subsidiaries of the Company.

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(d) A Participant can change his or her Election Agreement
and an eligible Employee who is not a Participant may become a Participant, as
of any January 1 by completing, signing and filing an Election Agreement with
the Plan Administrator not later than the preceding December 31. A Participant
who does not complete a new Election Agreement for a Plan Year will be deemed to
have elected not to have any Deferred Compensation for the Plan Year.

ARTICLE 5

ACCOUNTS

5.1 Participant Accounts. The Plan Administrator shall establish a
separate Account in the name of each Participant in respect of each Employer of
such Participant for all amounts attributable to Deferred Compensation for each
Plan Year for which the Participant has elected to defer Compensation otherwise
payable by such Employer. A Participant's Account shall be maintained by the
Plan Administrator in accordance with the terms of this Plan until all of the
Deferred Compensation and investment return to which a Participant is entitled
has been distributed to a Participant or his or her beneficiary in accordance
with the terms of the Plan. A Participant shall be fully vested in his or her
Account at all times.

5.2 Investment Return. Each Account shall be deemed to bear an
investment return as if invested in the manner elected by the Participant from a
list of investment funds determined by the Compensation Committee from the date
of crediting of Deferred Compensation and income thereon through the date of
complete distribution of the Account. The Company shall have no obligation to
actually invest funds pursuant to a Participant's elections, and if the Company
does invest funds, a Participant shall have no rights to any invested assets
other than as a general unsecured creditor of the Company.

5.3 Valuation of Accounts. The value of an Account as of any
Valuation Date shall equal the amounts previously credited to such Account less
any payments debited to such Account plus the investment return deemed to be
earned on such Account in accordance with Section 5.2 through the Valuation
Date.

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ARTICLE 6

DISTRIBUTIONS

6.1 Termination of Employment. Upon termination of employment for any
reason other than death, a Participant's Account shall be distributed to the
Participant in a single lump sum payment or in not more than five annual
installments, as elected by the Participant on his or her Election Agreement for
the Plan Year. Payment will be made or begin on the business day coinciding with
or next following the sixtieth (60th) day after the Participant's termination of
employment or as soon thereafter as is administratively practicable. Installment
payments shall be calculated and recalculated annually by multiplying the
balance credited to the Participant's Account (including any increase or
decrease resulting from investment return) as of the most recent Valuation Date
by a fraction, the numerator of which is one and the denominator of which is the
remaining number of payments to be made to the Participant.

6.2 Death. If a Participant dies prior to termination of employment
or complete distribution of his or her Account, the amounts credited to his or
her Account will be distributed in the manner elected by the Participant on his
or her Election Agreement to the beneficiary named by the Participant on a
beneficiary designation form filed with the Company or, in the case of any
filing prior to the Effective Time, with Brush. Payment of a death benefit will
begin on the business day coinciding with or next following the sixtieth (60th)
day after a Participant's death or as soon thereafter as is administratively
practicable. The Participant may change the beneficiary designation at any time
by signing and filing a new beneficiary designation form with the Plan
Administrator. If for any reason no beneficiary is designated or no beneficiary
survives the Participant, the beneficiary shall be the Participants estate. If
the Participant designates a trust as beneficiary, the Plan Administrator shall
determine the rights of the trustee without responsibility for determining the
validity, existence or provisions of the trust. Further, neither the Plan
Administrator nor the Company nor any Employer shall have responsibility for the
application of sums paid to the trustee or for the discharge of the trust.

ARTICLE 7

ADMINISTRATION

7.1 Plan Administrator. The Company shall have the sole
responsibility for the administration of the Plan and is designated as Plan
Administrator.

7.2 Appointment of Administrative Committee. The Company may delegate
its duties as Plan Administrator to an Administrative Committee. The members of
the Administrative Committee shall be selected by the Board.

7.3 Powers of Plan Administrator. The Plan Administrator shall have
the full and exclusive power, discretion and authority to administer the Plan.
The determinations and

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decisions of the Plan Administrator are final and binding on all persons. The
Plan Administrator's powers shall include but shall not be limited to, the power
to:

(a) Maintain records pertaining to the Plan.

(b) Interpret the terms and provisions of the Plan, and to
construe ambiguities and correct omissions.

(d) Determine the rights under the Plan of any Participant
applying for or receiving benefits.

(e) Administer the claims procedure provided in this
Article.

(f) Perform all acts necessary to meet the reporting and
disclosure obligations imposed by the Employee Retirement Income
Security Act of 1974 ("ERISA").

(g) Delegate specific responsibilities for the operation
and administration of the Plan to such employees or agents as it
deems advisable and necessary.

In the exercise of its powers, the Plan Administrator shall be
entitled to rely upon all tables, valuations, certificates and reports furnished
by any accountant or consultant and upon opinions given by any legal counsel in
each case duly selected by the Plan Administrator.

7.4 Limitation of Liability. The Plan Administrator and the Company
and all other Employers, and their respective officers and directors (including
but not limited to the members of the Board), shall not be liable for any act or
omission relating to their duties under the Plan, unless such act or omission is
attributable to their own willful misconduct or lack of good faith

7.5 Claims Procedures. (a) All claims under the Plan shall be
directed to the attention of the Plan Administrator. Any Participant or
beneficiary whose application for benefits or other claim under the Plan has
been denied, in whole or in part, shall be given written notice of the denial by
the Plan Administrator within sixty (60) days after the receipt of the claim.
The notice shall explain that the Participant or beneficiary may request a
review of the denial and the procedure for requesting review. The notice shall
describe any additional information necessary to perfect the Participant's or
beneficiary's claim and explain why such information is necessary. If a
Participant or beneficiary does not receive a written response to a claim within
sixty (60) days after receipt of the claim by the Plan Administrator, the claim
will be deemed to be denied.

(b) A Participant or beneficiary may make a written
request to the Plan Administrator for a review of any denial of claims under
this Plan. The request for review must be in writing and must be made within
sixty (60) days after the mailing date of the notice of denial or the deemed
denial. The request shall refer to the provisions of the Plan on which it is

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based and shall set forth the facts relied upon as justifying a reversal or
modification of the determination being appealed.

(c) A Participant or beneficiary who requests a review of
denial of claims in accordance with this claims procedure may examine pertinent
documents and submit pertinent issues and comments in writing. A Participant or
beneficiary may have a duly authorized representative act on his or her behalf
in exercising his or her right to request a review and any other rights granted
by this claims procedure. The Plan Administrator shall provide a review of the
decision denying the claim within sixty (60) days after receiving the written
request for review. If a Participant or beneficiary does not receive a written
response to a request for a review within the foregoing time limit, such request
will be deemed to be denied. A decision by the Plan Administrator for review
shall be final and binding on all persons.

ARTICLE 8

MISCELLANEOUS

8.1 Unfunded Plan. (a) The Plan shall be an unfunded plan maintained
by the Company and the other Employers for the purpose of providing benefits for
a select group of management or highly compensated employees. Neither the
Company nor any other Employer shall be required to set aside, earmark or
entrust any fund or money with which to pay their obligations under this Plan or
to invest in any particular investment vehicle and may change investments of
Company assets at any time.

(b) The Company may establish a Trust to hold property that
may be used to pay benefits under the Plan. The Trust shall be intended to be a
grantor trust, within the meaning of Section 671 of the Code, of which the
Company is the grantor, and the Plan is to be construed in accordance with that
intention. Notwithstanding any other provision of this Plan, the assets of the
Trust will remain the property of the Company and will be subject to the claims
of creditors in the event of bankruptcy or insolvency, as provided in the Trust
Agreement. No Participant or person claiming through a Participant will have any
priority claim on the assets of the Trust or any security interest or other
right superior to the rights of a general creditor of the Company or the other
Employers as provided in the Trust Agreement.

(c) Subject to the following provisions of this Section
8(c), all benefits under this Plan shall be paid by the Participant's
Employer(s) from its general assets and/or the assets of the Trust, which assets
shall, at all times, remain subject to the claims of creditors as provided in
the Trust Agreement. No Employer, other than the Company as provided below,
shall have any obligation to pay benefits hereunder in respect of any
Participants who are not Employees or former Employees of such Employer. The
obligation of each Employer hereunder in respect of any Participant shall be
limited to the amounts payable to such Participant from the Account established
for such Participant in respect of employment with that Employer, except that if
an Employer shall fail to make or cause to be made any benefit payment hereunder
when due, the

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Company shall promptly make such benefit payment from its general assets and/or
the assets of the Trust.

(d) Neither Participants, their beneficiaries nor their
legal representatives shall have any right, other than the right of an unsecured
general creditor, against the Company or any other Employer in respect of any
portion of a Participant's Account and shall have no right, title or interest,
legal or equitable, in or to any asset of the Company or any other Employer or
the Trust.

8.2 Spendthrift Provision. The Plan shall not in any manner be liable
for or subject to the debts or liabilities of any Participant or beneficiary. No
benefit or interest under the Plan is subject to assignment, alienation, pledge
or encumbrance, whether voluntary or involuntary, and any purported or attempted
assignment, alienation, pledge or encumbrance of benefits shall be void and will
not be recognized by the Company or any other Employer.

8.3 Employment Rights. The existence of the Plan shall not grant a
Participant any legal or equitable right to continue as an Employee nor affect
the right of the Company or any other Employer to discharge a Participant.

8.4 Withholding of Taxes. To the extent required by applicable law,
the Company or another Employer will withhold from Compensation and/or Deferred
Compensation and any payment hereunder all taxes required to be withheld for
federal, state or local government purposes.

8.5 Amendment or Termination. The Company reserves the right to
amend, modify, suspend or terminate the Plan at any time without prior notice by
action of its Board; provided, however, that no such action may deprive a
Participant of his rights to receive a benefit pursuant to the Plan with respect
to Compensation elected to be deferred prior to such action, determined as
though such benefit were subject to Section 411 of the Internal Revenue Code of
1986, as in effect on September 14, 1999. An Employer may terminate its
participation in the Plan at any time by action of its board of directors.

8.6 No Fiduciary Relationship Created. Nothing contained in this
Plan, and no action taken pursuant to the provisions of this Plan, shall create
or be deemed to create a fiduciary relationship between the Company or any other
Employer or the Plan Administrator and any Participant, beneficiary or any other
person.

8.7 Release. Any payment to any Participant or beneficiary in
accordance with the provisions of this Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Plan Administrator, the Company, the
other Employers and any of their respective officers, directors, shareholders,
employees or agents.

8.8 No Warranty or Representation. Neither the Company nor any other
Employer makes any warranty or representation regarding the effect of deferrals
made or benefits paid under this Plan for any purpose.

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8.9 Construction. Words used in the masculine shall apply to the
feminine where applicable; and wherever the context of the Plan dictates, the
plural shall be read as the singular and the singular as the plural.

8.10 Governing Law. To the extent that Ohio law is not preempted by
ERISA, the provisions of the Plan shall be governed by the laws of the State of
Ohio.

8.11 Counterparts. This Plan may be signed in any one or more
counterparts each of which together shall constitute one instrument.

IN WITNESS WHEREOF, Brush Wellman Inc. has executed this Plan this
____ day of ________________, 2000, effective as of the Effective Time.

BRUSH WELLMAN INC.

By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------

Effective as of the "Effective Time" (as hereinbefore
defined), Brush Engineered Materials Inc. hereby assumes the status of the
"Company" under the Plan and otherwise agrees to be bound by the terms and
conditions of the Plan.

Executed at Cleveland, Ohio, this ______ day of
________________, 2000.

BRUSH ENGINEERED MATERIALS INC.

By:
-------------------------------------
Name:
------------------------------
Title:
-----------------------------

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