EXHIBIT (10gg)

                         BRUSH ENGINEERED MATERIALS INC.

                Amendment No. 1 to the 1997 Stock Incentive Plan
     for Non-Employee Directors (As Amended and Restated as of May 1, 2001)

            Pursuant to Section 12 of the Brush Engineered Materials Inc. 1997
Stock Incentive Plan for Non-Employee Directors (As Amended and Restated as of
February 7, 2001) (the "Plan"), the Board of Directors of Brush Engineered
Materials Inc. hereby amends the Plan as follows effective as of February 3,
2004.

            1.    Section 9 of the Plan is amended in its entirety to read as
follows:

9. ASSIGNABLITY AND TRANSFERABILITY

            (a) Except as provided in Section 9 (a) and 9 (b) below, no options
or deferred shares shall be transferable by an Eligible Director except by will
or the laws of descent and distribution, and options shall be exercisable during
the lifetime of an Eligible Director only by an Eligible Director or, in the
event of an Eligible Director's legal incapacity to do so, by an Eligible
Director's guardian or legal representative acting on behalf of an Eligible
Director in a fiduciary capacity under state law and/or court supervision.

            (b) Notwithstanding Section 9 (a) above, options may be transferable
upon the death of an Eligible Director, without payment of consideration
therefor, to any one or more family members (as defined in the General
Instructions to Form S-8 under the Securities Act of 1933) of an Eligible
Director, as may have been designated in writing by an Eligible Director by
means of the form of beneficiary designation approved by the Committee. Such
beneficiary designation may be made at any time by an Eligible Director and
shall be effective when it is filed, prior to the death of an Eligible Director,
with the Committee. Any beneficiary designation may be changed by the filing of
a new beneficiary designation, which will cancel any beneficiary designation
previously filed with the Committee.

            (c) Notwithstanding Section 9 (a) above, options may be transferable
by an Eligible Director, without payment of consideration therefor, to any one
or more family members (as defined in the General Instructions to Form S-8 under
the Securities Act of 1933) of an Eligible Director; provided, however, that
such transfer will not be effective until notice of such transfer is delivered
to the Company; and provided, further, however, that any such transferee is
subject to the same terms and conditions hereunder as an Eligible Director.

            2. The Plan shall not otherwise be supplemented or amended by virtue
of this Amendment No. 1 to the Plan, and shall remain in full force and effect.