GRAFTECH INTERNATIONAL LTD
EXHIBIT 10.13.0
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>graftech_95incenplan.txt
<DESCRIPTION>EXHIBIT 10.13.0
<TEXT>
                                                                 Exhibit 10.13.0

             GRAFTECH INTERNATIONAL LTD. 1995 EQUITY INCENTIVE PLAN


                  This 1995 Equity Incentive Plan was originally adopted by the
Board of Directors of GrafTech International Ltd. (formerly, UCAR International
Inc.) as of July 17, 1995. It was subsequently amended. This document restates
the Plan as amended (including amendments to eliminate provisions which are no
longer operative or which have been adopted concurrently with this restatement)
through January 16, 2003.

1.      Purposes.

                  The purposes of the GrafTech International Ltd. 1995 Equity
Incentive Plan (the "Plan") are to: advance the interests of GrafTech
International Ltd. ("GrafTech") and its stockholders by providing incentives and
rewards to those employees who are in a position to contribute to the long-term
growth and profitability of GrafTech and its subsidiaries and owned affiliates
(collectively, the "Company"); assist the Company in attracting, retaining and
motivating highly qualified employees; and make the Company's compensation
program competitive with those of other major employers.

2.      Definitions and Interpretation.

        2.1     "Award" means an award or grant made to a Participant under the
Plan.

        2.2     "Award Agreement" means the agreement provided in connection
with an Award under the Plan.

        2.3     "Award Date" means the date that an Award is made, as specified
in the relevant Award Agreement.

        2.4     "Board" means the Board of Directors of GrafTech.

        2.5     "Change in Control" means the occurrence of any of the following
events:

                        (i)     any "person" or "group" within the meaning of
                Section 13(d) or 14(d)(2) of the Exchange Act becomes the
                beneficial owner of 15% or more of the then outstanding Common
                Stock or 15% or more of the then outstanding voting securities
                of GrafTech;

                        (ii)    any "person" or "group" within the meaning of
                Section 13(d) or 14(d)(2) of the Exchange Act acquires by proxy
                or otherwise the right to vote on any matter or question with
                respect to 15% or more of the then outstanding Common Stock or
                15% or more of the combined voting power of the then outstanding
                voting securities of GrafTech;

                        (iii)   Present Directors and New Directors cease for
                any reason to constitute a majority of the Board (and, for
                purposes of this clause (iii), "Present Directors" shall mean
                individuals who at the beginning of any consecutive twenty-four
                month period were members of the Board and "New Directors" shall

<PAGE>

                mean individuals whose election by the Board or whose nomination
                for election as directors by GrafTech's stockholders was
                approved by a vote of at least two-thirds of the directors then
                in office who were Present Directors or New Directors);

                        (iv)    the stockholders of GrafTech approve a plan of
                complete liquidation or dissolution of GrafTech; or

                        (v)     consummation of:

                                (x) a reorganization, restructuring,
                         recapitalization, reincorporation, merger or
                         consolidation of GrafTech (a "Business Combination")
                         unless, following such Business Combination, (a) all or
                         substantially all of the individuals and entities who
                         were the beneficial owners of the Common Stock and the
                         voting securities of GrafTech outstanding immediately
                         prior to such Business Combination beneficially own,
                         directly or indirectly, more than 50% of the common
                         equity securities and the combined voting power of the
                         voting securities of the corporation or other entity
                         resulting from such Business Combination outstanding
                         after such Business Combination (including, without
                         limitation, a corporation or other entity which as a
                         result of such Business Combination owns GrafTech or
                         all or substantially all of the assets of GrafTech or
                         the Company either directly or through one or more
                         subsidiaries) in substantially the same proportions as
                         their ownership immediately prior to such Business
                         Combination of outstanding Common Stock and the
                         combined voting power of the outstanding voting
                         securities of GrafTech, respectively, (b) no "person"
                         or "group" within the meaning of Section 13(d) or
                         14(d)(2) of the Exchange Act (excluding (1) any
                         corporation or other entity resulting from such
                         Business Combination and (2) any employee benefit plan
                         (or related trust) of the Company or any corporation or
                         other entity resulting from such Business Combination)
                         beneficially owns 15% or more of the common equity
                         securities or 15% or more of the combined voting power
                         of the voting securities of the corporation or other
                         entity resulting from such Business Combination
                         outstanding after such Business Combination, except to
                         the extent that such beneficial ownership existed prior
                         to such Business Combination with respect to the Common
                         Stock and the voting securities of GrafTech, and (c) at
                         least a majority of the members of the board of
                         directors (or similar governing body) of the
                         corporation or other entity resulting from such
                         Business Combination were members of the Board at the
                         time of the execution of the initial agreement
                         providing for such Business Combination or at the time
                         of the action of the Board approving such Business
                         Combination, whichever is earlier; or

                                (y) any sale, lease, exchange or other
                         transfer (in one transaction or a series of related
                         transactions) of all or substantially all of the assets
                         of GrafTech or the Company, whether held directly or
                         indirectly



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<PAGE>

                         through one or more subsidiaries (excluding
                         any pledge, mortgage, grant of security interest,
                         sale-leaseback or similar transaction, but including
                         any foreclosure sale), provided, that, for purposes of
                         clauses (v) (x) and (v) (y) above, the divestiture of
                         less than substantially all of the assets of GrafTech
                         or the Company in one transaction or a series of
                         related transactions, whether effected by sale, lease,
                         exchange, spin-off, sale of stock of or merger or
                         consolidation of a subsidiary, transfer or otherwise,
                         shall not constitute a Change in Control.

                  Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur:

                  (I)   pursuant to clause (i) or (ii) above, solely because 15%
or more of the then outstanding Common Stock or the then outstanding voting
securities of GrafTech is or becomes beneficially owned or is directly or
indirectly held or acquired by one or more employee benefit plans (or related
trusts) maintained by the Company; or

                  (II)  pursuant to clause (v)(y) above, (1) if the Board
determines that any sale, lease, exchange or other transfer does not involve all
or substantially all of the assets of GrafTech or the Company or (2) unless the
Board determines otherwise, solely because of the consummation of a transaction
or a series of transactions pursuant to which the Company sells, distributes to
GrafTech's stockholders, or otherwise transfers or disposes of any or all of its
ownership of its natural, acid-treated and flexible graphite business, however
owned (including ownership through one or more dedicated subsidiaries and
holding companies therefor and successors thereto).

                  For purposes hereof, references to "beneficial owner" and
correlative phrases shall have the same definition as set forth in Rule 13d-3
under the Exchange Act (except that ownership by underwriters for purposes of a
distribution or offering shall not be deemed to be "beneficial ownership") and
references to the Exchange Act or rules and regulations thereunder shall mean
those in effect on June 29, 2000.

        2.6     "Code" or "Internal Revenue Code" means the Internal Revenue
Code of 1986, as amended, and any successor statute.

        2.7     "Committee" means the Organization, Compensation and Pension
Committee of the Board. Where appropriate, references to the Committee shall
include also the Chief Executive Officer of GrafTech.

        2.8     "Disability" means a Participant's inability to engage in any
substantial gainful activity because of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted,
or can be expected to last, for a continuous period of 6 months or longer.

        2.9     "Dividend Equivalent" means an amount equal to the amount of the
cash dividends that are declared and become payable during the period beginning
on the day after the Award Date of the Stock Equivalent Units Award to which the
Dividend Equivalent relates and ending on the Settlement Date of the Stock
Equivalent Units Award.


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<PAGE>


        2.10    "Employee" means all employees of the Company, including
officers of GrafTech, as well as officers of GrafTech who are also directors of
GrafTech.

        2.11    "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

        2.12    "Incentive Stock Option" or "ISO" means any Stock Option granted
pursuant to this Plan which is designated in an Award Agreement as such by the
Committee and which complies with Section 422 of the Code.

        2.13    "Market Price" as of any date is the mean of the high and low
prices of a share of Stock as reported by the principal stock exchange on which
the Stock is listed (or, if not so listed, as reported by the principal
inter-dealer quotation system on which the Stock is traded) on such date (or on
the next preceding day such Stock was traded on such exchange or system), except
that in the case of an SAR that is exercised for cash during the first three
days of the ten day period set forth in Section 7.5, "Market Price" is the
highest daily closing price of a share of Stock as so reported during such ten
day period. Notwithstanding the foregoing, if an SAR is exercised during the 60
day period commencing on the date of a Change in Control, the Market Price for
purposes of determining the stock appreciation shall be the highest of: (1) the
Market Price of a share of Stock, as determined under the preceding sentence;
(2) the highest daily closing price of a share of Stock as so reported during
the 90 day period ending on the date of exercise of the SAR; (3) the highest
price per share of Stock shown on Schedule 13D or an amendment thereto filed
pursuant to Section 13(d) of the Exchange Act by any person holding 20% of the
combined voting power of GrafTech's then outstanding voting securities; or (4)
the highest price paid or to be paid for a share of Stock pursuant to a tender
or exchange offer as determined by the Committee.

        2.14    "Non-Qualified Stock Option" means any Stock Option granted
pursuant to this Plan which is not an Incentive Stock Option.

        2.15    "Option Price" or "Exercise Price" means the amount that a
Participant must pay to exercise an Option with respect to one share of Stock
subject to such Option.

        2.16    "Other Award" means, with respect to any Participant, (a) any
award or right that is valued or measured in whole or in part by reference to,
or is otherwise based on, Common Stock, including an award of shares of Common
Stock (other than an award of a Stock Option, Stock Appreciation Right,
Restricted Stock, Stock Equivalent Unit, Dividend Equivalent, Performance Unit
or Restricted Matching Stock) and (b) any award issued in respect of any Other
Award referred to in clause (a) above by way of distribution or in connection
with a merger, consolidation, reorganization, recapitalization or similar event.
Other Awards permitted under the Plan shall include, without limitation, (a)
phantom stock, stock units, performance shares, stock options and restricted
shares of Common Stock with terms different than those specified herein for an
award of a Stock Option, Stock Appreciation Right, Restricted Stock, Stock
Equivalent Unit, Dividend Equivalent, Performance Unit or Restricted Matching
Stock, and unrestricted shares of Common Stock and (b) awards and rights with
respect to compensation previously earned or accrued.

        2.17    "Outside Director" means a member of the Board who is not an
Employee.


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<PAGE>


        2.18    "Performance Unit" means an Award denominated in cash, the
amount of which shall be based on the attainment over specified periods of
individual performance targets or other parameters.

        2.19    "Retirement" means retirement from employment by the Company
with the right to receive immediately a non-actuarially reduced pension from the
Company.

        2.20    "Restricted Matching Stock" means Restricted Stock granted
pursuant to Section 13.

        2.21    "Restricted Stock" means Stock subject to restrictions on
transfer, conditions of forfeitability, or any other limitations or restrictions
as determined by the Committee.

        2.22    "Settlement Date" means: (i) with respect to any Stock Option
that has been exercised in whole or in part, the date upon which shares of Stock
are to be delivered to the Participant and the Option Price therefor paid; (ii)
with respect to any SARs that have been exercised, the date upon which cash or
shares of Stock are to be paid or delivered to the Participant, as the case may
be; (iii) with respect to Performance Units, the date upon which cash or shares
of Stock are to be paid or delivered to the Participant, as the case may be;
(iv) with respect to Dividend Equivalents, the date upon which cash or an Award
of shares of Stock is to be paid or made to the Participant; (v) with respect to
Stock Equivalent Units, the date upon which cash is to be paid to the
Participant; or (vi) such other date as may be set forth in the relevant Award
Agreement, in each case determined in accordance with the terms of the relevant
Award Agreement.

        2.23    "Stock" or "Common Stock" means the Common Stock of GrafTech.

        2.24    "Stock Appreciation Right" or "SAR" means an Award that entitles
a Participant to receive an amount described in Section 7.3.

        2.25    "Stock Equivalent Unit" means an Award that entitles the
Participant to receive on the Settlement Date an amount equal to the Market
Price of one share of Stock on such date.

        2.26    "Stock Option" or "Option" means an Award that entitles a
Participant to purchase a share of Stock.

        In addition, and notwithstanding anything contained in the Plan to the
contrary, in the event that any Award is made hereunder concurrently with an
award under any version of The GrafTech International Ltd. Management Stock
Incentive Plan (collectively, the "MSIP"), then the definitions and provisions
of the MSIP shall apply to and govern the Award made hereunder to the extent
necessary or appropriate for consistent administration and interpretation
thereof and consistency in benefits and obligations with respect thereto.

3.      Participation.

                  The participants in the Plan ("Participants") shall be those
Employees serving in a managerial, administrative or professional position who
are selected to participate in the Plan by the Committee. Outside Directors are
not eligible for Awards under the Plan.


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<PAGE>


4.      Administration.

                  The Plan shall be administered by the Committee. The Committee
shall have full power to: (i) interpret the Plan; (ii) select Award recipients
(subject to clause (iv) below); (iii) set the terms and conditions of Awards;
(iv) delegate to the Chief Executive Officer of GrafTech the right to grant
Awards to Employees who are not officers or directors of GrafTech within the
meaning of the Exchange Act, such delegation to be subject to such terms and
conditions as the Committee in its discretion shall determine; (v) establish
administrative regulations to further the purpose of the Plan; and (vi) take any
other action desirable or necessary to interpret, construe or implement properly
the provisions of the Plan. The members of the Committee shall not be eligible
to participate in the Plan. All decisions and acts of the Committee shall be
final and binding upon all Participants.

5.      Awards.

        5.1     Types of Awards. Awards may be in any of the following forms:
(i) Stock Options; (ii) Stock Appreciation Rights; (iii) Restricted Stock; (iv)
Stock Equivalent Units; (v) Dividend Equivalents; (vi) Performance Units; (vii)
Restricted Matching Stock; or (viii) Other Awards.

        5.2     Award Agreements. All Awards shall be made pursuant to Award
Agreements between the Participants and GrafTech. Award Agreements shall set
forth the details, conditions and limitations for each Award, which may include
the term of the Award (except that no Award (other than an Other Award) shall
vest prior to the earlier of one year after the Award Date, the death of the
Participant or a Change in Control, the provisions applicable in the event the
Participant's employment terminates, and GrafTech's authority to unilaterally or
bilaterally amend, modify, suspend, cancel or rescind any Award. The Award
Agreements shall be in such form as the Committee approves from time to time.

        5.3     Maximum Number of Shares Available. The total number of shares
of Stock (including Restricted Stock) optioned or granted under the Plan shall
not exceed 500,000 shares. No Participant may be granted, in the aggregate,
Awards which would result in the Participant receiving more than 20% of the
maximum number of shares available for award under the Plan. If an Award expires
unexercised or is forfeited, surrendered, cancelled or settled in cash in lieu
of Stock, shares of Stock previously set aside for such Award shall be available
for distribution in connection with future Awards; provided, however, that with
respect to the unexercised portion of any forfeited, lapsed or cancelled Award,
such shares shall not again be made subject to an Award to Participants who are
subject to Section 16 of the Exchange Act if any Participant received directly
or indirectly any of the benefits of ownership of the securities of GrafTech
underlying such Award (including the receipt of dividend payments, but excluding
(i) the right to vote such shares and (ii) the accumulation of dividends or
Dividend Equivalents which also are forfeited).

        5.4     Adjustment in the Event of Recapitalization, etc. In the event
of any change in the outstanding shares of Common Stock by reason of any stock
split, stock dividend, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change or in the event of any
special distribution to stockholders, the Committee shall



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<PAGE>

make such equitable adjustments in the number of shares and prices per share
applicable to Awards then outstanding and in the number of shares which are
available thereafter for Awards under the Plan as the Committee determines are
necessary and appropriate. Any such adjustment shall be conclusive and binding
for all purposes of the Plan.

6.      Stock Options.

        6.1     Grant of Award. Stock Options may be awarded to any Participant.
Except as otherwise provided below, Awards of Stock Options shall be subject to
such terms and conditions as are established by the Committee and set forth in
the Award Agreement. The Committee shall determine, with respect to each Stock
Option Award and designate in the applicable Award Agreement, whether a
Participant is to receive an Incentive Stock Option or a Non-Qualified Stock
Option.

        6.2     Option Price. The Option Price of each share of Stock subject to
a Stock Option Award shall be specified in the Award Agreement, but in no event
shall the Option Price be less than the Market Price of a share of Stock on the
Award Date; provided, however, that in the case of an Option (other than an ISO)
granted retroactively in tandem with or as a substitution for another Award, the
Option Price shall not be less than 100% of the Market Price of a share of Stock
on the Award Date of such other Award.

        6.3     Terms of Option. A Stock Option shall be of no more than 10
years' duration and shall be exercisable only after the earliest of: (i) such
period of time as the Committee shall determine and specify in the Award
Agreement, but in no event less than one year following the Award Date; (ii) the
Participant's death; or (iii) a Change in Control. During a Participant's
lifetime, a Stock Option shall be exercisable only by the Participant. A Stock
Option shall be exercisable by a Participant only while the Participant is in
active employment with the Company, except: (a) in the case of a Participant's
death, Retirement or Disability; (b) during a three year period commencing on
the date of a Participant's termination of employment by the Company other than
for cause; (c) during a three year period commencing on the date of termination
of employment, by the Participant or the Company, after a Change in Control,
unless such termination of employment is for cause; or (d) if the Committee
decides that it is in the best interest of the Company to permit individual
exceptions. An Option may not be exercised pursuant to this Section 6.3 after
the expiration date of the Option.

        6.4     Payment of Option Price. An Option may be exercised with respect
to part or all of the shares subject to the Option by giving written notice to
the Corporation of the exercise of the Stock Option. Without limiting the
Committee's authority under Section 15, the Option Price for the shares for
which an Option is exercised shall be paid within ten business days after the
date of exercise in cash, in whole shares of Stock, in a combination of cash and
whole shares of Stock or in any other manner that the Committee may approve. The
value of any share of Stock delivered in payment of the Option Price shall be
the Market Price on the date the Option is exercised.

        6.5     Dividends on Shares Covered by Options. The Committee may, in
its discretion, grant to Participants holding Stock Options the right to
receive, with respect to each share



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<PAGE>

covered by an Option, payments of amounts equal to the regular cash dividends
paid to holders of Stock during the period that the Option is outstanding.

        6.6     Limitation Applicable to ISOs. The aggregate fair market value
of all shares of Stock with respect to which Incentive Stock Options are
exercisable for the first time by a Participant in any one calendar year, under
the Plan or any other stock option plan maintained by GrafTech, shall not exceed
$100,000. The fair market value of such shares of Stock shall be the Market
Price on the date the related Stock Option is granted.

7.      Stock Appreciation Rights.

        7.1     Additional Right SAR. The Committee may award SARs to any
Participant separately from any other Award to such Participant ("Additional
Right SAR"). The exercise of an Additional Right SAR shall have no effect on the
exercisability of any other Award and the exercise of any other Award shall have
no effect on the exercisability of an Additional Right SAR.

        7.2     Alternative Right SAR. The Committee may award SARs to any
Participant in conjunction with any other Award to such Participant
("Alternative Right SAR"). The exercise of an Award granted in conjunction with
an Alternative Right SAR shall terminate the Alternative Right SAR to the extent
of the shares of Stock with respect to which the Award is exercised. The
exercise of an Alternative Right SAR granted in conjunction with any other Award
shall terminate the Award to the extent of the shares of Stock with respect to
which the Alternative Right SAR is exercised.

        7.3     Award. Upon the exercise of an SAR, the Participant shall
receive an amount equal to the excess of the Market Price of a share of Stock on
the Settlement Date over the Award Price of the SAR for the number of SARs
exercised. Except as otherwise provided in the next sentence, Awards of SARs
shall be subject to such other terms and conditions as are established by the
Committee and set forth in the Award Agreement. The Award Price for (i)
Additional Right SAR's shall be 100% of the Market Price of a share of Stock on
the Award Date and (ii) Alternative Right SAR's shall be 100% of the Market
Price of a share of Stock on the Award Date of the Award in conjunction with
which it is granted; provided, however, that, in the case of an SAR granted
retroactively in tandem with or as a substitution for another Award, the Award
Price of an SAR shall not be less than 100% of the Market Price of a share of
Stock on the Award Date of such other Award.

        7.4     Form of Settlement. The Committee shall have the discretion to
either (i) determine the form in which payment of an SAR shall be made or (ii)
consent to or disapprove the election of a Participant to receive cash in full
or partial settlement of the SAR. Notwithstanding the foregoing, if a
Participant exercises an SAR during the 60 day period commencing on the date of
a Change in Control, the form of payment of an SAR shall be cash if such SAR was
granted at least six months prior to the date of exercise and shall be Stock if
such SAR was granted six months or less prior to the date of exercise.

        7.5     Restrictions on Cash Exercise. Except in the case of an SAR that
was granted at least six months prior to exercise and is exercised for cash
during the 60 day period commencing



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<PAGE>

on the date of a Change in Control, any election by a Participant to receive
cash in full or partial settlement of the SAR shall be made only during the
period beginning on the third business day following the date of release of the
quarterly or annual summary statements of sales and earnings and ending on the
twelfth business day following such date.

        7.6     Restrictions. If a Participant is a person subject to Section 16
of the Exchange Act, the SAR may not be exercised within six months after the
grant of an Option, unless otherwise permitted by law.

8.      Restricted Stock.

        8.1     Award. Shares of Restricted Stock may be awarded to any
Participant. Awards of Restricted Stock shall be subject to such terms and
conditions as are established by the Committee and set forth in the Award
Agreement. Such terms and conditions may include, but are not limited to, the
requirement of continued service with the Company, achievement of specific
business objectives and other measurements of individual or business unit
performance, the manner in which such Restricted Stock is held, the extent to
which the holder of such Restricted Stock has rights of a stockholder and the
circumstances under which such Restricted Stock shall be forfeited.

        8.2     Transferability of Restricted Stock. Restricted Stock may not be
assigned, transferred, pledged or sold by the Participant until the termination
or lapse of the restrictions relating to the Award of the Restricted Stock.

        8.3     Dividends. The Committee may provide in the Award Agreement that
dividends on Restricted Stock may be paid currently in cash or credited to a
Participant's account for subsequent distribution as determined by the
Committee. The Award Agreement may provide for the reinvestment of dividends
paid on Restricted Stock in shares of Stock.

9.      Stock Equivalent Units.

                  Stock Equivalent Units may be awarded to any Participant. An
Award of Stock Equivalent Units shall be subject to such conditions and
restrictions as are established by the Committee and set forth in the Award
Agreement. Such terms and conditions may include, but are not limited to, the
requirement of continued service with the Company, the achievement of specific
business objectives and other measurements of individual or business unit
performance that may include, but shall not be limited to, earnings per share,
net profits, total shareholder return, cash flow, return on shareholders' equity
and cumulative return on net assets employed.

10.     Dividend Equivalents.

                  Any Award Agreement in which Stock Equivalent Units are
awarded may provide that such Stock Equivalent Units may accrue Dividend
Equivalents. In lieu of awarding Dividend Equivalents, the Committee may provide
for automatic awards of additional Stock Equivalent Units on each date that cash
dividends are paid on Stock in an amount equal to (i) the product of the
dividend per share of Stock times the total number of Stock Equivalent Units
then held by the Participant, divided by (ii) the Market Price of the Stock on
the dividend payment date.


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<PAGE>


11.     Performance Units.

                  Performance Units may be awarded to any Participant.
Performance Units shall be based on the attainment, over a specified period, of
individual performance targets or other parameters, which may include earnings
per share, total shareholder return, return on stockholders' equity, cash flow
and cumulative return on net assets employed. Performance Units may be paid in
Stock, cash or any other form as the Committee shall determine. An Award of
Performance Units shall be subject to such other conditions and restrictions as
are established by the Committee and set forth in the Award Agreement.

12.     Exercise Payments.

                  The Committee may award Participants the right to receive
exercise payments when they exercise a Stock Option or SAR while an active
Employee of the Company. The amount of the exercise payment shall be determined
by the Committee, in its discretion, but may not exceed 60% of the excess of the
Market Price of the underlying Stock on the date of exercise over the Option
Price or Award Price, as the case may be. Such amount shall be reduced by any
dividend payments received or credited with respect to the Award being exercised
during the period that such Award was outstanding. At the discretion of the
Committee, the exercise payments may be made in cash, shares of Stock or any
combination thereof. In the case of the Participant's death, any exercise
payments awarded to the Participant shall be paid if the Award is exercised
within nine months after a Participant's death, but before the expiration of the
Award. In the case of a Participant's Retirement, any exercise payments awarded
to the Participant shall be paid if the Award is exercised within the later of
(i) three months after Retirement or (ii) three months after such Award becomes
exercisable, but before the expiration date of such Award.

13.     Restricted Matching Stock.

                  The Committee from time to time may authorize a Participant to
elect within 60 days of the receipt of a variable compensation payment paid by
the Company to the Participant to deposit with the Company shares of Stock owned
by the Participant with a value on the date of deposit not exceeding twenty-five
percent (25%) of the variable compensation payment, and receive a matching grant
of an equal number of shares of Restricted Stock subject to such terms and
conditions as may be determined by the Committee, including but not limited to
the following:

                  (a)   a Participant may designate shares of Stock held for the
Participant's account in the UCAR Carbon Savings Plan in lieu of depositing
shares of Stock owned by the Participant;

                  (b)   the Restricted Stock shall be issued and registered in
the name of the Participant but shall be held in the custody of the Company
until the Restricted Stock becomes non-forfeitable;

                  (c)   the Restricted Stock shall be nontransferable until such
time as the Committee shall specify; and


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<PAGE>


                  (d)   the Restricted Stock shall be forfeitable by the
Participant in accordance with provisions determined by the Committee and set
forth in the relevant Award Agreement.

This Section 13 does not limit the Committee's authority under Section 8 to
grant Restricted Stock to Participants under different terms than those
described in this Section 13.

14.     Other Awards.

                  Commencing January 16, 2003, Other Awards may be granted to
Participants. The Committee shall grant Other Awards to Participants. Other
Awards may be granted alone or in addition to any other Awards granted under the
Plan. The Committee shall establish the terms and conditions applicable to Other
Awards granted by it at the time of grant, which terms and conditions shall be
set forth in the relevant Award Agreement or in amendments to the Plan. Such
terms and conditions may include, without limitation, settlement in cash or
shares of Common Stock or a combination thereof (which form of settlement may be
either prescribed by the Committee or subject to the discretion of GrafTech or
the Participant), performance measures, tandem or reload features, vesting
schedules (and provisions regarding acceleration of vesting), registration
provisions (including indemnification and contribution arrangements), terms and
conditions relating to withholding of taxes, transferability provisions,
forfeiture and clawback provisions, anti-dilution provisions and provisions
relating to adjustments to reflect business combinations, provisions relating to
dividends and distributions, and exercise provisions (including provisions
relating to conditional exercises, net exercises and payment of exercise prices
with outstanding shares of Common Stock). Notwithstanding any provision in this
Plan to the contrary, (i) the Committee may delegate to the Chief Executive
Officer of GrafTech the right to grant Other Awards to Employees who are not
officers or directors of GrafTech within the meaning of the Exchange Act, such
delegation to be subject to such terms and conditions as the Committee in its
discretion shall determine and (ii) this provision shall be applied, in relation
to grants of Other Awards to officers and directors, so that adoption hereof
would not have required stockholder approval under Section 17.

15.     Settlement of Awards.

                  At the Committee's discretion and except as otherwise provided
in Section 7.4, Awards may be settled in cash, shares of Stock, other Awards or
any combination thereof. The Committee may (i) require or permit Participants to
defer the issuance or vesting of shares of Stock or the settlement of Awards in
cash and (ii) provide that Awards subject to deferred settlement include the
payment or crediting of interest on deferred amounts or the payment of Dividend
Equivalents on deferred settlements denominated in shares of Stock.

16.     General Provisions.

        16.1    Transferability of Awards. No Awards under the Plan shall be
assignable, alienable, saleable or otherwise transferable other than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order (as defined by the Code) or Title I of the Employee Retirement
Income Security Act or the rules thereunder, unless otherwise determined by the
Committee.


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<PAGE>


        16.2    Unfunded Plan. Nothing contained herein shall require the
Company to segregate any monies from its general funds, to create any trusts or
to make any special deposits for any immediate or deferred amounts payable to
any Participant for any year.

        16.3    No Right to Employment. Participation in this Plan shall not
affect the Company's right to discharge a Participant or constitute an agreement
of employment between a Participant and the Company.

        16.4    Rights as a Shareholder. Except as otherwise provided in any
Award Agreement, a Participant shall have no rights as a shareholder of GrafTech
until he or she becomes the holder of record of the Stock covered thereby.

        16.5    Applicable Law. The validity, construction and effect of the
Plan, and any actions taken or relating to the Plan, shall be determined in
accordance with the laws of the State of Connecticut and applicable federal laws
(as to grants made prior to March 1, 2002) or the State of Delaware (as to
grants made on or after March 1, 2002).

        16.6    Successors and Assigns. The Plan and any Award Agreement shall
be binding on all successors and assigns of a Participant, including, without
limitation, the estate of the Participant, the executor, administrator or
trustee of such estate or any receiver or trustee in bankruptcy or
representative of the Participant's creditors.

17.     Amendment, Suspension, or Termination.

        17.1    General Rule. The Board may suspend, terminate or amend the
Plan, including, but not limited to, such amendments as may be necessary or
desirable resulting from changes in the federal income tax or securities laws
and other applicable laws, but may not, without approval by the holders of a
majority of the outstanding shares of capital stock of GrafTech entitled to vote
on the subject at a meeting of stockholders of GrafTech, (a) increase the total
number of shares of Stock that may be optioned or granted under the Plan or (b)
amend any provision of the Plan which, with respect to directors and officers
(as defined in Rule 16a-1(f) under the Exchange Act) of GrafTech, materially
modifies eligibility requirements, materially increases benefits or materially
increases the number of shares of stock issuable.

        17.2    Compliance with Rule 16b-3. With respect to any person subject
to Section 16 of the Exchange Act, transactions under the Plan are intended to
comply with the requirements of Rule 16b-3 under the Exchange Act, as applicable
during the term of the Plan. To the extent that any provision of the Plan or
action by the Committee or its delegates fail to so comply, it shall be deemed
null and void, to the extent permitted by law and deemed advisable by the
Committee. Should the requirements of Rule 16b-3 change, the Board may amend the
Plan to comply with the requirements of that Rule or any successor thereto.

18.     Tax Withholding.

                  The Company shall have the right to (i) make deductions from
any settlement of an Award, including the delivery or vesting of shares, or
require shares or cash or both be withheld from any Award, in each case in an
amount sufficient to satisfy withholding of any federal, state, local or foreign
taxes required by law or (ii) take such other action as may be



                                       12
<PAGE>

necessary or appropriate to satisfy any such withholding obligations. The
Committee may determine the manner in which such tax withholding may be
satisfied, and may permit shares of Stock (rounded up to the next whole number)
to be used to satisfy required tax withholding based on the Market Price of a
share of Stock as of the Settlement Date of the applicable Award.

19.     Effective Date and Duration of the Plan.

                  The Plan shall become effective upon the closing of the
initial public offering of shares of Stock. No Award of Incentive Stock Options
shall be granted under the Plan subsequent to June 30, 2005.

20.     Board Authority.

                  The Board shall have the authority to exercise any authority
granted hereunder to the Committee or the Chief Executive Officer.




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</TEXT>
</DOCUMENT>
