EX-4.1






Exhibit 4.1




July 30, 2008




LaSalle Bank National Association

Corporate Trust Administration

135 S. LaSalle St.

Chicago, Illinois 60603




Attn:  Mr. Gregory Malatia




Wells Fargo Bank, National Association

Shareowner Services

161 North Concord Exchange

South St. Paul, MN 55075




	 	 	 	 	 
	Re: 

	 	Notice of Removal of Rights Agent and Appointment of Successor Rights Agent and	 	 
	 

	 	Amendment No. 2 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 and amended
December 7, 2004 (the “Rights Agreement”) between Brush Engineered Materials Inc. (the “Company”)
and LaSalle Bank N.A., as successor rights agent (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 August 11, 2008, and the Rights Agent hereby accepts and agrees to
such removal, effective as of August 11, 2008, 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. 2 to Rights Agreement in the space provided below.



2. Pursuant to Section 21 of the Rights Agreement, the Company hereby appoints Wells Fargo
Bank, National Association (“Wells Fargo”) 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 August 11, 2008, and Wells Fargo hereby accepts such appointment, also effective as
of August 11, 2008 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. 2 to Rights
Agreement in the space provided below.



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 Wells Fargo
agrees to be bound thereby:



1









 






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




2. 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.




3. 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.




4. 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.




5. 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
	 

	 	 	 	Name:
	 	Michael C. Hasychak
	 

	 	 	 	Title:
	 	 Vice President, Treasurer & Secretary
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Accepted and agreed to as of the date
first written above:	 	Accepted and agreed to as of the date
first written above:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as successor Rights Agent	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ Tracie Balach
	 	By:
	 	/s/ Gregory Malatia
	Name:

	 	Tracie Balach
	 	Name:
	 	Gregory Malatia
	Title:

	 	Account Manager
	 	Title:
	 	 Vice President, Shareholder Services







2