AMENDMENT NO. 1 TO AMENDED AND RESTATED SEVERANCE AGREEMENT

Exhibit 10.2

AMENDMENT NO. 1 TO
AMENDED AND RESTATED SEVERANCE AGREEMENT

     THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Amendment”), dated as of May 4, 2011, is made and entered by and between Materion Corporation (formerly named Brush Engineered Materials Inc.), an Ohio corporation (the “Company”), and Xxxxxxx Xxxxxxxx (the “Executive”).

     The Company and the Executive hereby agree to amend the Amended and Restated Severance Agreement, dated July 30, 2008 (the “Agreement”), between the Company and the Executive as set forth in this Amendment.

     1. Paragraphs (1), (6), and (7) of Annex A of the Agreement are hereby amended by deleting the phrase “two times” wherever it appears therein and replacing it with the phrase “three times”.

     2. Paragraph 3(a) of Annex A of the Agreement is hereby amended by deleting the phrase “24 months” where it appears therein and replacing it with the phrase “36 months”.

     3. Paragraph 3(b) of Annex A of the Agreement is hereby amended by deleting the phrase “the following year” where it appears therein and replacing it with the phrase “the following two years”.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first written above.

	MATERION CORPORATION
	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Vice President, Treasurer & Secretary
	/s/ Xxxxxxx X. Xxxxxxxx
	Xxxxxxx X. Xxxxxxxx
	Vice President, General Counsel