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                                                                    EXHIBIT 10p
                                AMENDMENT NO. 2
                                       TO
            BRUSH WELLMAN INC. SUPPLEMENTAL RETIREMENT BENEFIT PLAN
                         (DECEMBER 1, 1992 RESTATEMENT)
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                Brush Wellman Inc., an Ohio corporation, hereby adopts this
Amendment No. 2 to the Brush Wellman Inc. Supplemental Retirement Benefit Plan
(December 1, 1992 Restatement) (the "Plan").

                                       I.

                Schedule I of the Plan is amended by adding at the end thereof
the following:

        Section III -- Special Provisions Applicable to Carl Cramer
        -----------------------------------------------------------
                With respect to Carl Cramer, the following shall apply with
        respect to Article VI of the Plan: For the period January 1, 1996
        through March 31, 1996 amounts that constitute Credited Compensation of
        Mr. Cramer under the Savings Plan for such period shall be treated as
        Excess Credited Compensation for purposes of Article VI of the Plan, but
        no election by Mr. Cramer pursuant to the first sentence of Section 6.2
        of the Plan shall occur with respect to such amounts, and, for purposes
        of the third sentence of Section 6.2 of the Plan, there shall be
        credited to Mr. Cramer's Supplemental Savings Plan Account an amount
        equal to the Employer Contributions that would have been made to the
        Savings Plan if 6% of the amount treated as Excess Credited Compensation
        pursuant to this Section III had been Basic Contributions (CODA) under
        the Savings Plan.

                                      II.

                The changes to the Plan made by this Amendment No. 2 shall be
effective as of January 1, 1996.

                Executed at Cleveland, Ohio, this 6th day of December, 1995.

                                       BRUSH WELLMAN INC.

                                       By: /s/ Michael C. Hasychak
                                           ---------------------------------
                                           Title: Treasurer and Secretary