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                                                                    Exhibit 10.3

                                 AMENDMENT NO. 2

                              To Transfer Agreement


         This Amendment made as of this 29th day of March, 2000 between UCAR
Carbon Company Inc. ("UCAR") and UCAR Graph-Tech Inc. ("Graph-Tech").

         WHEREAS, UCAR. did enter into a Transfer Agreement with Graph-Tech
effective January 1, 2000, (the "Transfer Agreement");

         WHEREAS, the parties wish to amend the Transfer Agreement to provide
for the transfer of cash-on-hand as of January 1, 2000; and

         WHEREAS, Graph-Tech wishes to assume and accept the liability and
assets associated with the pension funds to which the Employees, as defined in
the Transfer Agreement, may be entitled under the UCAR Carbon Retirement Trust
identified in Schedule I to the Transfer Agreement as the UCAR Carbon Retirement
Plan;

         THEREFORE in consideration of the premises and the mutual covenants set
forth herein, the parties agree to amend the Transfer Agreement as follows:

         1. Effective January 1, 2000, Section 1.1 of the Transfer Agreement is
hereby amended to add the following:

         (xi) all cash as shown on the balance sheet of the Business as of
         January 1, 2000.

         (xii) all pension funds, contained within the UCAR Carbon Retirement
         Trust, to which the Employees, transferred pursuant to Section 4.1 of
         the Transfer Agreement, may be entitled. UCAR shall provide a detailed
         accounting of the funds and liabilities to be transferred to
         Graph-Tech. The total of the funds transferred shall match or exceed
         the total of all liabilities, fixed and/or contingent, vested or
         unvested, which are transferred to Graph-Tech.


         2. Effective January 1, 2000, Section 1.2 of the Transfer Agreement is
hereby amended to delete Section 1.2 (i) and to modify Section 1.2 (ii) to
delete any reference to pension funds.

         3. Effective January 1, 2000, Section 3.2 of the Transfer Agreement is
hereby
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amended to add the following:

         (d) Except to the extent Transferor shall continue to administer the
         Graph-Tech funds within the UCAR Carbon Retirement Trust, Transferee
         shall assume all obligations and liabilities associated with the
         pension plan.

4. Effective January 1, 2000, Section 4.1 of the Transfer Agreement is hereby
amended and revised as follows:

         The following language is deleted:

                  "Effective as of the Closing and until such time as the Board
         of Directors of the Transferee may determine otherwise, all Employees
         and other employees of Transferee shall participate in the Retirement
         Program Plan for Employees of UCAR Carbon Company and its Participating
         Subsidiary Companies, the Savings Plan for Employees of UCAR Carbon
         Company and Participating Subsidiary Companies, as well as those other
         benefit plans identified in Schedule I hereto for so long as Transferee
         is a subsidiary of Transferor or its assigns and provided Transferor or
         its assigns continue to maintain such plan or plans."

         The following language is added in its place:

                  "Effective as of the Closing and until such time as the Board
         of Directors of the Transferee may elect to modify the pension, savings
         and other funded employee benefit plans of Graph-Tech, all Employees
         and other employees of Transferee shall participate in the UCAR Carbon
         Retirement Trust, administered by UCAR, the UCAR Carbon Savings, as
         well as those other benefit plans identified in Schedule I of the
         Transfer Agreement for so long as Transferee is a subsidiary of
         Transferor or its assigns and provided Transferor or its assigns
         continue to maintain such plan or plans. UCAR shall hold the Graph-Tech
         pension funds in trust for the benefit of Graph-Tech and administer
         those funds within the framework of the UCAR Carbon Retirement Trust
         and pursuant to the Employee Benefits and Services Agreement."

5.       The parties shall execute all documentation and obtain all consents
         necessary to effectuate this transaction.

6.       The remaining terms of the Transfer Agreement shall remain in full
         effect.

UCAR CARBON COMPANY INC.                    UCAR GRAPH-TECH INC.


By:      /s/ Erick Asmussen                 By:      /s/ John J. Wetula
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Title:   Controller                         Title:   President