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                                                                    EXHIBIT 10rr


                                 AMENDMENT NO. 3
                                       TO
                         BRUSH ENGINEERED MATERIALS INC.
              DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
                         (AS AMENDED AS OF MAY 16, 2000)


                                    RECITALS


         WHEREAS, Brush Engineered Materials Inc. (the "Company") has adopted
the Brush Engineered Materials Inc. Deferred Compensation Plan for Nonemployee
Directors (As Amended as of May 16, 2000) and as further amended by Amendment
No. 1 and Amendment No. 2 (the "Plan").

         WHEREAS, the American Jobs Creation Act of 2004, P.L. 108-357 (the
"AJCA") added a new Section 409A to the Internal Revenue Code of 1986, as
amended (the "Code"), which significantly changed the Federal tax law applicable
to "amounts deferred" under nonqualified deferred compensation plans after
December 31, 2004; and

         WHEREAS, pursuant to the AJCA, the Secretary of the Treasury and the
Internal Revenue Service will issue proposed, temporary or final regulations
and/or other guidance with respect to the provisions of new Section 409A of the
Code (collectively, the "AJCA Guidance").

         WHEREAS, the AJCA Guidance has not yet been issued.

         WHEREAS, the Company now desires to amend the Plan (this "Amendment No.
3") which amendment is intended to (1) allow amounts deferred prior to January
1, 2005 to qualify for "grandfathered" status and continue to be governed by the
law applicable to nonqualified deferred compensation prior to the addition of
Code Section 409A (as specified in the Plan as in effect before the adoption of
this Amendment No. 3), (2) suspend future contributions to the Plan and (3)
eliminate Section 5.6 of the Plan, providing for special distribution; and
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         WHEREAS, the Governance Committee of the Board of Directors of the
Company has approved this Amendment No. 3.

                                    AMENDMENT

         NOW, THEREFORE, the Plan is hereby amended by this Amendment No. 3,
effective as of January 1, 2005, as follows:

         1. Article I of the Plan is hereby amended by designating the existing
text as Section 1.1 (to be captioned "Purpose") and adding a new Section 1.2
after the end thereof, to read as follows:

                  "1.2. American Jobs Creation Act (AJCA).

                           (a) It is intended that the Plan (including any
                  amendments thereto) comply with the provisions of Section 409A
                  of the Code, as enacted by the AJCA, so as to prevent the
                  inclusion in gross income of any amount credited to a
                  Director's Deferred Compensation Account hereunder in a
                  taxable year that is prior to the taxable year or years in
                  which such amounts would otherwise be actually distributed or
                  made available to the Director. The Plan shall be administered
                  in a manner that will comply with Section 409A of the Code,
                  including proposed, temporary or final regulations or any
                  other guidance issued by the Secretary of the Treasury and the
                  Internal Revenue Service with respect thereto (collectively
                  with the AJCA, the "AJCA Guidance"). Any Plan provision that
                  would cause the Plan to fail to satisfy Section 409A of the
                  Code (including, without limitation, any provisions of this
                  Amendment No. 3) shall have no force and effect until amended
                  to comply with Code Section 409A (which amendment may be
                  retroactive to the extent permitted by the AJCA Guidance).

                           (b) Notwithstanding anything in the Plan to the
                  contrary, no compensation reductions under Article III or
                  contributions under Article IV are permitted effective January
                  1, 2005.

         2.       Section 2.8 of the Plan should be amended to read as follows:

                  " 'Plan' shall mean the 1992 Brush Engineered Materials Inc.
                  Deferred Compensation Plan for Nonemployee Directors, as
                  amended from time to time."

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         3.       Section 5.6 of the Plan is deleted in its entirety.

         4.       Except as amended by this Amendment No. 3, the Plan shall
                  remain in full force and effect.


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