EX-4.1



 






Exhibit 4.1



BRUSH ENGINEERED MATERIALS INC.

17876 St. Clair Avenue

Cleveland, Ohio 44110




December 7, 2004




National City Bank, N.A.

Corporate Trust Administration

629 Euclid Avenue, Suite 635

Cleveland, Ohio 44114

Attention: Corporate Trust Administration



LaSalle Bank National Association

Corporate Trust Administration

135 S. LaSalle St.

Chicago, Illinois 60603



	 	 	 
	Re:

	 	Notice of Removal of Rights Agent
and Appointment of Successor Rights Agent and
Amendment
No. 1 to the Rights Agreement (this “Notice and Amendment”) 







Ladies and Gentlemen:



     1. Pursuant to Section 21 of the Rights Agreement, dated as of May 10, 2000 (the “Rights
Agreement”) between Brush Engineered Materials Inc. (the “Company”) and National City Bank, N.A.
(the “Rights Agent”), the Company hereby provides notice of the Rights Agent’s removal as rights
agent pursuant to the Rights Agreement, which removal shall be effective as of November 1, 2004,
and the Rights Agent hereby accepts and agrees to such removal, effective as of November 1, 2004,
and waives the time periods, notice and other requirements for removal of the Rights Agent pursuant
to the Rights Agreement by its countersignature to this Amendment No. 1 to Rights Agreement in the
space provided below.



     2. Pursuant to Section 21 of the Rights Agreement, the Company hereby appoints LaSalle Bank
National Association (“LaSalle”) as successor to the Rights Agent, as rights agent to act as agent
for the Company and the holders of Rights (as defined in the Rights Agreement) (who, in accordance
with Section 3 of the Rights Agreement will also be, prior to the Distribution Date (as defined in
the Rights Agreement) the holders of Common Shares (as defined in the Rights Agreement)) in
accordance with the terms and conditions of the Rights Agreement, which appointment will be
effective as of November 1, 2004, and LaSalle hereby accepts such appointment, also effective as of
November 1, 2004 and agrees that it complies with the requirements of the New York Stock Exchange
governing transfer agents and registrars, by its countersignature to this Amendment No. 1 to Rights
Agreement in the space provided below.



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     3. Pursuant to Section 27 of the Rights Agreement, the Company, by resolution adopted by its
Directors, and the Rights Agent hereby amend the Rights Agreement as follows, and LaSalle agrees to
be bound thereby:





	(a)	 	The Company and LaSalle agree that the address and contact information set forth above for
LaSalle will be the information for LaSalle for purposes of Section 26(b) of the Rights
Agreement.







	(b)	 	The Rights Agreement shall not otherwise be supplemented or amended by virtue of this Notice
and Amendment, but shall remain in full force and effect.







	(c)	 	This Notice and Amendment will be deemed to be a contract made under the internal substantive
laws of the State of Ohio and for all purposes will be governed by and construed in accordance
with the internal substantive laws of such State applicable to contracts to be made and
performed entirely within such State.







	(d)	 	This Notice and Amendment may be executed in any number of counterparts and each of such
counterparts will for all purposes be deemed to be an original, and all such counterparts will
together constitute but one and the same instrument.







	(e)	 	Exhibits B and C to the Rights Agreement shall be deemed amended in a manner consistent with
this Notice and Amendment.




	 	 	 	 	 
	 	Very truly yours,


BRUSH ENGINEERED MATERIALS INC.

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




	 	 	 
	Accepted and agreed to as of the date
first written above:

	 	Accepted and agreed to as of the date
first written above:
	 
	 	 
	LASALLE BANK NATIONAL ASSOCIATION,

	 	NATIONAL CITY BANK, N.A.
	as successor Rights

Agent
	 	 
	 
	 	 
	By:
  /s/ Mark Rimkus

	 	By:   /s/ Pamela Fisher
	Name:
  Mark Rimkus

	 	Name:   Pamela Fisher
	Title:
  Vice President, Shareholder Services Division

	 	Title:   Assistant Vice President








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