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                                                                    EXHIBIT 4(b)


                               BRUSH WELLMAN INC.
                                      AND
                        BRUSH ENGINEERED MATERIALS INC.



             AMENDMENT TO BRUSH WELLMAN INC. 1984 STOCK OPTION PLAN


            Brush Wellman Inc., an Ohio corporation ("BRUSH"), and Brush
Engineered Materials Inc., an Ohio corporation ("BEM"), hereby amend the Brush
Wellman Inc. 1984 Stock Option Plan (the "1984 PLAN") for the purpose of
substituting BEM for Brush under the 1984 Plan and to otherwise reflect the
terms of the reorganization of Brush through the merger of Brush Merger Co. into
Brush and the conversion of shares of common stock of Brush, par value $1.00 per
share, into shares of BEM, without par value:

       1. The 1984 Plan is hereby named the Brush Engineered Materials Inc.
1984 Stock Option Plan.

       2. In accordance with Paragraph 9 of the 1984 Plan, Paragraph 10 is
hereby added thereto, to read, in its entirety, as follows:

          10. Notwithstanding anything contained herein to the contrary, from
       and after the consummation of a merger of Brush Merger Co. into the
       Company on the terms approved by the shareholders of the Company on
       May 2, 2000 (the "Merger")

          (i)   Brush Engineered Materials Inc. ("BEM") will (A) automatically
                succeed to the Company as the issuer under this Stock Option
                Plan, (B) be assigned, accept and assume all the powers, rights,
                liabilities, obligations and duties of the Company immediately
                prior to the time BEM succeeded to this Stock Option Plan and
                (C) perform the terms of this Stock Option Plan in the same
                manner and to the same extent as the Company was required to
                perform them immediately prior to the succession;

          (ii)  The terms of this Stock Option Plan will be binding upon and
                inure to the benefit of BEM;

          (iii) References in this Stock Option Plan to the "Company's Common
                Stock" will be interpreted to mean the common stock of BEM,
                without par value, subject to any adjustments authorized by
                Paragraph 5 of this Stock Option Plan; and

          (iv)  Each Stock Option Agreement entered into pursuant to this Stock
                Option Plan will be interpreted to be consistent with this Stock
                Option Plan to the extent that it would have been consistent
                with this Stock Option Plan had BEM not succeeded to Brush as
                issuer hereunder."
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                IN WITNESS WHEREOF, each of the undersigned has caused the
foregoing amendment to be duly executed and delivered.

                                    BRUSH WELLMAN INC.

                                    /s/ Michael C. Hasychak
                                    _______________________________
                                    By: Michael C. Hasychak
                                        Vice President, Secretary and Treasurer



                                    BRUSH ENGINEERED MATERIALS INC.

                                    /s/ Michael C. Hasychak
                                    _______________________________
                                    By: Michael C. Hasychak
                                        Vice President, Secretary and Treasurer