Exhibit 4(c)





                                 AMENDMENT NO. 1
                                       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) (the "Plan).

         WHEREAS, the Company now desires to amend the Plan further ("Amendment
No. 1"); and

         WHEREAS, the Board of Directors of the Company has approved this
Amendment No. 1.

                                    AMENDMENT


         NOW, THEREFORE, the Plan is hereby amended by this Amendment No. 1,
effective as of September 11, 2001, as follows:

         1. Section 4.3 of the Plan is amended to read as follows:

                           "4.3. Investment of Assets. (a) The assets of the
                  Trust Fund shall be held by the Trustee in the name of the
                  Trust. As amounts are received by the Trustee, it shall invest
                  the funds pursuant to the Trust Agreement, which shall
                  authorize the Trustee to invest the funds contained in each
                  Trust Account either (i) in Common Shares, (ii) in accordance
                  with the Investment Policy, or (iii) in such other investment
                  vehicles as may be approved by the Committee from time to
                  time, in each case as the Director for whom such Trust Account
                  is held may direct. Any Trust Account may be invested pursuant
                  to a Director's election in part in Common Shares and in part
                  in any other authorized investment or investments in
                  increments of 5 percent. A Director may change his election
                  from time to time with respect to future additions to his
                  Deferred Compensation Account, but may not change such
                  election with respect to amounts previously credited at any
                  time except as provided in Section 4.3(b). However, in the
                  event that a Director elects to invest all or a portion of the
                  amounts in the Trust Account held for his benefit attributable
                  to his compensation reduction election for the 1992 calendar
                  year in Common Shares, such amounts shall be invested in
                  accordance with the Company's Investment Policy until July 1,
                  1992, at which time such amounts (plus any earnings thereon
                  and less any losses attributable thereto) shall be invested in
                  Common Shares. All earnings, if any, with respect to a
                  Director's Trust Account shall be credited to such Director's
                  Trust Account and invested from time to time in accordance
                  with such Director's latest investment election. All Common
                  Shares credited to a Director's Trust Account shall be voted
                  by the Trustee in accordance with such Director's instructions
                  and, in the absence of any instructions, by the Trustee in
                  proportion to the votes of all other shareholders.

                           (b) A Director who is 55 years of age or older may
                  change his or her election with respect to amounts previously
                  credited to his or her Deferred Compensation Account.










         2. The following shall be inserted at the beginning of Section 5.1:

                           "Except as provided in Section 5.6,"

         3. A new Section 5.6 be added as follows:

                           "5.6 Special Distributions. Notwithstanding any other
                  provision of this Article V, a Director may elect to receive a
                  distribution of part or all of his or her Deferred
                  Compensation Account in one or more distributions if (and only
                  if) the amount in the Director's Deferred Compensation Account
                  subject to such distribution is reduced by 10%. A director may
                  elect to receive such distribution in cash or Common Shares.
                  Any distribution made pursuant to such an election shall be
                  made within 30 days after the date such election is submitted
                  to the Committee. The remaining 10% of the portion of the
                  electing Director's Deferred Compensation Account subject to
                  such distribution shall be forfeited to the Company.
                  Notwithstanding any other provision of this Article V, a
                  Director who is currently serving as a Director and who elects
                  a distribution pursuant to Section 5.6 shall immediately
                  terminate his or her deferrals under the Plan for the balance,
                  if any, of the year during which the Director's election is
                  submitted to the Committee and for the next two years.

         4. Except as amended by Amendment No. 1, the Plan shall remain in full
force and effect.


















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