<PAGE>   1
                                                                    Exhibit 10.1

                               TRANSFER AGREEMENT

                                    BETWEEN

                            UCAR CARBON COMPANY INC.
                                   TRANSFEROR

                                      AND

                              UCAR GRAPH-TECH INC.
                                   TRANSFEREE





                                JANUARY 1, 2000
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>             <C>     <C>                                                                <C>
ARTICLE         1.      TRANSFER OF ASSETS AND SHARES
                        AND ASSUMPTION OF LIABILITIES                                       2
                1.1     Transfer of Assets                                                  2
                1.2     Excluded Assets                                                     4
                1.3     Other Transactions                                                  5
                1.4     Assignment of Assets                                                5
                1.5     Obtaining Permits and Licenses                                      7

ARTICLE         2.      CAPITALIZATION AND PAYMENT                                          8
                2.1     Capitalization                                                      9
                2.2     Valuation                                                           9

ARTICLE         3.      LIABILITIES, OBLIGATIONS, AND
                        INDEMNITIES                                                         9
                3.1     Liabilities of Transferor and Indemnification                       9
                3.2     Liabilities of Transferee and Indemnification                      11
                3.3     Indemnification Procedure                                          13

ARTICLE         4.      EMPLOYEES                                                          15
                4.1     Employment and Benefits                                            15
                4.2     Employees                                                          15

ARTICLE         5.      CLOSING                                                            16
                5.1     Closing                                                            16
                5.2     Transferor's Obligations and Closing Deliveries                    16
                5.3     Transferee's Obligations and Closing Deliveries                    17
                5.4     Recording of Documents                                             18

ARTICLE         6.      MONETARY ADJUSTMENTS AND
                        POST CLOSING OBLIGATIONS                                           18
                6.1     Taxes and Other Expenses                                           18
                6.2     Further Assurances                                                 20
                6.3     Records Retained by Transferor                                     20
                6.4     Access to Records by Transferor                                    21
                6.5     Preservation of Records                                            21
                6.6     Use of Trademarks and Transferor's Name                            22

ARTICLE         7.      BULK SALES LAW                                                     22
</TABLE>


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<PAGE>   3
<TABLE>
<S>             <C>     <C>                                                                <C>
ARTICLE         8.      PUBLICITY; CONFIDENTIALITY                                         22
                8.1     Publicity                                                          22
                8.2     Confidentiality                                                    23

ARTICLE         9.      NOTICES                                                            23

ARTICLE         10.     MISCELLANEOUS                                                      24
                10.1    Binding Effect; Assignment                                         24
                10.2    Schedules                                                          24
                10.3    Counterparts                                                       25
                10.4    Article Headings                                                   25
                10.5    Waiver                                                             25
                10.6    Severability                                                       26
                10.7    Governing Law and Forum                                            26
                10.8    Entire Agreement                                                   26

SCHEDULES


                A       MACHINERY AND EQUIPMENT
                B       [OMITTED]
                C       TECHNOLOGY CONTRACTS
                D       [OMITTED]
                E       CONTRACTS
                F       PERMITS
                G       CLAIMS, SUITS, AND PROCEEDINGS
                H       LIABILITIES AND EXCLUDED LIABILITIES
                I       EMPLOYEES AND EMPLOYEE BENEFIT PLANS
                J       REAL PROPERTY
</TABLE>


                                      iii






<PAGE>   4
                               TRANSFER AGREEMENT

     AGREEMENT, made as of the 1st day of January, 2000, by and between UCAR
Carbon Company Inc., a Delaware corporation with offices at 3102 West End
Avenue, Nashville, Tennessee, 37203 ("Transferor"), and UCAR Graph-Tech Inc.,
Delaware corporation with offices at 11709 Madison Avenue, Lakewood, OH  44107
("Transferee"),


                             W I T N E S S E T H :

     WHEREAS, Transferor has and is engaged in the worldwide natural,
acid-treated and flexible graphite businesses, including, but not limited to,
the development, production, manufacture, marketing, use, sale, distribution
and servicing, throughout the world, of natural, acid-treated and flexible
graphite products and related products made with natural graphite, as well as
equipment used for the above-mentioned functions (the "Business"); and

     WHEREAS, by reason of the transfer of all of the issued and outstanding
shares of capital stock of Transferee to Transferor in connection with the
dissolution of Transferor's wholly owned subsidiary, UCAR Carbon Technology
Corporation, Transferee is now a direct wholly owned subsidiary of Transferor;
and

     WHEREAS, Transferee wishes to acquire, and Transferor is willing to
transfer, assign and convey, or cause to be transferred, assigned and conveyed,
all of its right, title, and interest in the Business, including the related
assets held directly by Transferor; and

     WHEREAS, Transferor intends to implement this transfer in order to give
the Business greater flexibility and authority to respond to changing markets
and to give the


<PAGE>   5



Transferee full accountability for financial and day-to-day operating
performance of the Business; and

     WHEREAS, Transferor intends to transfer the Business to Transferee as a
contribution to capital and Transferee intends to assume the liabilities of the
Business in accord with Sections 351(a) and 357(a) of the Internal Revenue Code
of 1986;

     NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereby agree as follows:

ARTICLE 1 - TRANSFER OF ASSETS AND SHARES

1.1  Transfer of Assets.    Subject to the terms and conditions of this
Agreement, and except as otherwise provided in the Schedules and in Articles
1.2 and 1.5 hereof, at the Closing (as defined in Article 5 hereof), Transferor
shall assign, transfer, convey and deliver to Transferee, and Transferee shall
acquire and accept, or cause to be acquired and accepted, from Transferor all
of Transferor's right, title and interest in and to all of the following assets
(the "Assets"):

         (i)       all fixtures, furnishings, furniture, office equipment and
         supplies, vehicles, tools, machinery and equipment, and other tangible
         personal property, including construction in progress (the "Machinery
         and Equipment"), used exclusively in the Business, as more fully
         described in Schedule A;

         (ii)      all quantities of inventory, including raw materials,
         work-in-progress, finished goods, consigned inventories, stores and
         supplies (the "Inventory"), as set forth on the balance sheet of the
         Business as of January 1, 2000 attached as Exhibit A (the "Balance
         Sheet");



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         (iii)     all technical information, know-how and trade secrets,
         including, but not limited to, all notebooks, records, reports, data,
         documents, drawings, specifications, manuals, memoranda and computer
         programs, developed, licensed or otherwise acquired by Transferor,
         used primarily in the Business (the "Technology"); and all technology
         contracts, including patent licenses, related exclusively to the
         Business, including, without limitation, those listed in Schedule C
         attached hereto (the "Technology Contracts");

         (iv)      all copyrights, and registrations and applications therefor,
         used exclusively in the Business (the "Copyrights");

         (v)       all contracts (other than Technology Contracts), agreements,
         arrangements and/or commitments of any kind, to which Transferor is a
         party and which relate exclusively to the Business or the other
         Assets, including, without limitation, those listed in Schedule E
         attached hereto (the "Contracts");

         (vi)      all regulatory licenses, permits, exemptions and
         approvals to which Transferor is a party and which relate exclusively
         to the Business or the other Assets, including, without limitation,
         those listed in Schedule F attached hereto (the "Permits");

         (vii)     all accounts receivable of Transferor of any nature
         whatsoever, including, without limitation, accounts receivable from
         third parties, including employees and affiliates, and inter-division
         receivables, as shown on the Balance Sheet (the "Accounts Receivable");



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         (viii)    all customer and vendor lists relating exclusively to the
         Business, all files and documents (including credit information)
         relating to customers and vendors of Transferor who are customers and
         vendors exclusively of the Business, and all business and financial
         records, files, books and documents relating exclusively to the other
         Assets or the Business ("C/V Records");

         (ix)      all claims, suits and proceedings in favor of Transferor to
         the extent, but only to the extent, that they relate exclusively to
         the Business or the other Assets, if any, including those claims
         listed on Schedule G attached hereto (the "Claims");

         (x)       all parcels of owned real property (including all buildings,
         improvements, fixtures, equipment and structures located on such
         property and all appurtenances to such property) listed on Schedule J
         ("Real Property"); and

         (xi)      all cash as shown on the Balance Sheet.

     In addition, the parties agree as follows: (1) to the extent that customer
and vendor lists of Transferor and related files and documents (including
credit information) relate to both the Business and other businesses of
Transferor, Transferor shall provide copies of, and Transferee shall have the
right to use, such lists, files and information as necessary to conduct the
Business consistent with past practices (and otherwise pursuant to such
reasonable arrangements and restrictions as may be established by Transferor);
(2) to the extent that technical information, know-how and trade secrets,
including, but not limited to, notebooks, records, reports, data, documents,
drawings, specifications,



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manuals, memoranda and computer programs, developed, licensed or otherwise
acquired by Transferor (including any of the same transferred to Transferor in
connection with the liquidation of UCAR Carbon Technology Corporation), relate
to both the Business and other businesses of Transferor (but are not included in
the Technology), Transferor shall provide to Transferee copies of, and
Transferee shall have the right to use, the same as necessary to conduct the
Business consistent with past practices (and otherwise pursuant to such
reasonable arrangements and restrictions as may be established by Transferor);
and (3) to the extent that the Technology transferred hereunder or the
Technology or Improvements as defined in and transferred to Transferee under the
Intellectual Property Transfer Agreement described in the next paragraph relates
to both the Business and other businesses of Transferor, Transferor shall retain
copies of, and shall have the right to use, the same as necessary to conduct
those businesses consistent with past practices (and otherwise pursuant to such
reasonable arrangements and restrictions as may be established by Transferee).
Nothing contained in the preceding clause (3) shall limit Transferor's
obligation to deliver originals or copies of Business Records (as defined in and
pursuant to Article 6) or under the comparable provisions of such Intellectual
Property Transfer Agreement.

     The parties agree that the patents, patent applications, technical
information, know-how and trade secrets to be transferred to Transferee, or
which Transferee will be permitted to use, under this Agreement and the
Intellectual Property Transfer Agreement dated as of December 28, 1999 between
Transferee and UCAR Carbon Technology Corporation; including the Technology and
the Improvements described in the preceding paragraph (collectively, the
"Transferred Technology") include all of the same which



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are owned by Transferor and used in or related to, in a material respect, the
Business as currently conducted.

     Without limiting the rights of Transferee under clauses (1) and (2) of the
second preceding paragraph, Transferor hereby covenants (x) not to assert
against Transferee or its customers any patent or other intellectual property
rights it now has so as to restrict or prevent Transferee from exploiting the
Transferred Technology in the conduct of the Business or its customers from
using products made or services provided by Transferee based on the Transferred
Technology in the conduct of the Business and (y) not to enforce patent and
intellectual property secrecy agreements existing on the date of the Closing
between it and third parties against Transferee so as to restrict or prevent
Transferee from using the Transferred Technology in the conduct of the Business.
Transferee agrees to observe and be bound by such secrecy agreements (to the
extent known to it) as if it were a party thereto. Without limiting the rights
of Transferor under clause (3) of the preceding paragraph, Transferee hereby
covenants (x) not to assert against Transferor or its customers any patent or
other intellectual property rights it will obtain under this Agreement or such
Intellectual Property Transfer Agreement in the Transferred Technology so as to
restrict or prevent Transferor from exploiting its patents and technology
existing at the date of Closing in the conduct of the businesses which it was
conducting prior to the Closing or its customers from using products made or
services provided by Transferor based on such patents and technology in the
conduct of such businesses and (y) not to enforce patent and intellectual
property secrecy agreements between it and third parties obtained by it
thereunder against Transferor so as to restrict or prevent Transferor from using
such patents and technology in the conduct of such businesses. Transferor agrees
to observe and be bound by such secrecy agreements (to the extent known to it)
as if it were a party thereto. The subsidiaries of



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Transferee, on the one hand, and UCAR international Inc. and it subsidiaries,
including Transferor (other than Transferee and its subsidiaries), on the other
hand, shall be beneficiaries of the rights under the covenants set forth above,
respectively, and shall be caused by Transferee and Transferor, respectively, to
observe the obligations under such covenants, respectively.

     The parties also agree (i) that the Transferred Technology together with
the other assets to be transferred to Transferee under this Agreement and such
Intellectual Property Transfer Agreement include all of the material assets
used in the conduct of the Business as currently conducted and (ii) subject to
the other provisions hereof, to take such further commercially reasonable
actions as may be necessary to cause the agreement set forth in clause (i) of
this sentence be true in all material respects.

1.2  Excluded Assets.  The parties to this Agreement expressly understand and
agree that Transferor is not assigning, transferring or conveying to Transferee
any assets, rights or properties of Transferor not specifically referred to in
Articles 1.1 and 1.3.  Without limiting the foregoing, the following assets,
rights and properties of Transferor (the "Excluded Assets") shall be
specifically excluded from the transactions contemplated in this Agreement:

         (i)       except as otherwise expressly provided herein, assets and
         properties reflected in the books and records of Transferor as the
         property of any division or department other than the Business;

         (ii)      the capital stock owned or held by Transferor in any
         subsidiary or affiliate of Transferor.



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1.3  Other Transactions.    In addition to the transactions contemplated above,
the following acts or transactions shall also occur on or before the Closing:

     (a)      Transferee and Transferor shall execute and deliver transitional
     and corporate support service agreements as necessary for the continued
     operation of the Business consistent with past practice, in forms
     reasonably acceptable to Transferee and Transferor (the "Service
     Agreements");

     (b)      Transferee and Transferor shall execute and deliver a Tax
     Allocation Agreement, in a form reasonably acceptable to Transferee and
     Transferor, to provide for Transferee's payment of its appropriate share
     of the combined, consolidated and unitary federal and state income taxes
     of UCAR International Inc. (the parent of Transferor and Transferee),
     including the funding of estimated tax payments (the "Tax Allocation
     Agreement"); and

     (c)      Transferor and Transferee shall execute and deliver the other
     Agreements provided for in Articles 4.1, 5.2 and 5.3.

1.4  Assignment of Assets.

     (a)      Non-assignability.  To the extent that any lease, contract,
license, agreement, sales or purchase order, commitment, property interest,
qualification or other asset described in Article 1.1 to be assigned,
transferred or conveyed to Transferee, or any claim, right or benefit arising
thereunder or resulting therefrom (collectively the "Interests"), is not capable
of being assigned, transferred or conveyed without the approval, consent or
waiver of the issuer thereof or the other party thereto or any third person
(including a government or governmental unit), or if such assignment, transfer
or conveyance or attempted assignment, transfer or conveyance would constitute a
breach



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thereof or a violation of any law, decree, order, regulation or other
governmental edict or is not practicable because it relates to matters involving
the Business or Assets together with other enterprises or assets of Transferor
not being transferred to Transferee or with respect to Assets outside the United
States because Transferee does not have a subsidiary or affiliate in the country
in which such Assets are located, this Agreement shall not constitute an
assignment, transfer or conveyance thereof, or an attempted assignment, transfer
or conveyance thereof, until such obstacles have been removed.

     (b)      Transferor to Use Reasonable Efforts.  Anything in this Agreement
to the contrary notwithstanding, Transferor is not obligated to assign, transfer
or convey to Transferee any of its rights in and to any of the Interests without
first obtaining all necessary approvals, consents or waivers. Transferor shall
use all reasonable efforts, and Transferee shall cooperate with Transferor, to
obtain all necessary approvals, consents or waivers, or to resolve any
impracticabilities of transfer referred to in Article 1.5(a), necessary to
convey to Transferee each such Interest as soon as practicable; provided,
however, that neither the Transferor, nor Transferee, shall be obligated to pay
any consideration therefor (except for filing fees and other ordinary
administrative charges which shall be paid by Transferee) to the third party
from whom such approval, consent or waiver is requested.

     (c)      If Waivers or Consents Cannot be Obtained.  To the extent any of
the approvals, consents or waivers referred to in Article 1.5(b) have not been
obtained as of the Closing, or until the impracticabilities of transfer
referred to in Article 1.5(a) are resolved, Transferor shall, during the
remaining term of such Interest, use all reasonable efforts, with reasonable
costs of Transferor related thereto to be promptly reimbursed by



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Transferee, to (i) obtain the consent of any such third party; (ii) cooperate
with Transferee in any reasonable and lawful arrangement designed to provide the
benefits of such Interest to Transferee so long as Transferee fully cooperates
with Transferor in such arrangements; and (iii) enforce, at the request of
Transferee and at the expense and for the account of Transferee, any rights of
Transferor arising from such Interest against the issuer thereof or the other
party or parties thereto (including the right to elect to terminate any such
Interest in accordance with the terms thereof upon the advice of Transferee).

1.5  Obtaining Permits and Licenses.  Transferee shall obtain, as of the
Closing or as soon thereafter as practicable, all permits required by any
governmental agency with respect to the Assets or the Business (including
without limitation environmental and other operating permits), without any
guaranty or liability of Transferor with respect thereto; provided, however,
that Transferor will assign, transfer and convey to Transferee at the Closing
those Permits which can be assigned without having to obtain the consent of any
third party with respect thereto, and provided, further, that Transferor will
cooperate with Transferee in obtaining any third party consents necessary to the
assignment or transfer of any other Permits which are so assignable or
transferable. Subsequent to Closing, to the extent permitted by law, Transferor
shall have the right to cancel any permits, licenses, exemptions, approvals,
bonds, guarantees or undertakings by Transferor now applicable to the Assets or
the Business to the extent such is not so assigned or transferred to Transferee
pursuant to this Article 1.6; provided, however, that Transferor agrees to
maintain at Transferee's expense any such permits, licenses, exemptions,
approvals, bonds, guarantees or undertakings for up to six (6) months after
Closing or until expired, which occurs first, so long as Transferee diligently
exerts all



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reasonable efforts to obtain the necessary consents of third parties for such
assignment or transfer to Transferee or new permits, bonds, guarantees or
undertakings prior to that time, whichever is applicable. The failure of
Transferor to cancel any permits, licenses, bonds, guarantees or undertakings
shall not affect the respective rights, obligations and liabilities of
Transferor and Transferee under this Agreement. Transferee shall assume, or
reimburse Transferor for, all costs associated with assignments or transfer of
Permits and the cost of any bonds which cannot be cancelled for as long as they
remain outstanding.

ARTICLE 2 - CAPITALIZATION AND VALUATION

2.1  Capitalization.  Transferor's subsidiary, UCAR Carbon Technology
Corporation, was the sole stockholder of Transferee, holding one hundred (100)
shares of Transferee's voting common stock, $0.01 par value, which shares are
fully paid and non-assessable and which constitute all the issued and
outstanding shares of Transferee's capital stock. All of the issued and
outstanding shares of Transferee's capital stock were transferred to Transferor
on December 28, 1999. The transfer of the Assets and the Business shall be an
additional contribution to the capital of Transferee.

2.2  Valuation.  The parties agree that, for book and financial reporting
purposes, the value of the Assets transferred to Transferee hereunder shall be
deemed to be the sum, as of the date of the Closing, of the aggregate net book
value of all Assets.

ARTICLE 3 - LIABILIITES, OBLIGATIONS AND INDEMNITIES

3.1  Liabilities of Transferor and Indemnification.  Transferor shall indemnify
and hold harmless Transferee and its successors and assigns from and against
any and all damages, claims, losses, liabilities and expenses (excluding legal,
accounting and similar



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<PAGE>   15


expenses), which arise out of any Excluded Liability (as defined herein). In
case any event shall occur which would otherwise entitle Transferee to assert a
claim for indemnification hereunder, no loss, damage or expense shall be deemed
to have been sustained by Transferee to the extent of any proceeds received by
Transferee or any of its subsidiaries from any third party insurance policy
(which are non-reimbursable by Transferee or any of its subsidiaries pursuant to
any self-insurance program of Transferee or its subsidiaries) with respect
thereto, to which policies the parties agree to resort prior to making a claim
hereunder.

3.2  Liabilities of Transferee and Indemnification.

     (a)      Upon, from and after the Closing, Transferee shall, without any
further responsibility or liability of, or recourse to, Transferor, or any
direct or indirect affiliate or subsidiary of Transferor (other than Transferee
and its subsidiaries) or any of their directors, shareholders, officers,
employees, agents, consultants, representatives, successors, transferees or
assignees, absolutely and irrevocably assume and be solely liable and
responsible for any and all claims, liabilities, obligations, losses, costs,
expenses, litigation, proceedings, fines, taxes, levies, imposts, duties,
deficiencies, assessments, charges, penalties, allegations, demands, damages
(including but not limited to actual, punitive or consequential, foreseen or
unforeseen, known or unknown), settlements or judgements of any kind or nature
whatsoever, excluding only those for which Transferor is responsible under
Article 3.1, that are or are alleged to be related to, arising from or
associated with the ownership, use, possession, operation or conduct of the
Business or the Assets before or after the Closing, regardless of when they
arose or arise, or whether the facts on which they are based occurred prior to
or subsequent to the



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Closing, and regardless of where or against whom asserted or determined or
whether asserted or determined prior or subsequent to the Closing, and
regardless of whether referred to or provided for in the Balance Sheet and
regardless of whether or not known or unknown, fixed or contingent, asserted or
unasserted, or whether arising from or alleged to arise from negligence,
recklessness, violation of law, representation or misrepresentation by
Transferor or its subsidiaries or affiliates (in each case, other than
Transferee and its subsidiaries) or their respective directors, officers,
employees or agents, including without limitation any and all those with respect
to environment, health, safety, personal injury, property damage, employment,
claims arising out of contracts, product liability, warranty, merchantability or
fitness for any particular purpose of goods, conformity of goods to contractual
requirements, or any other alleged or actual breach or violation of any
obligation or other requirement (collectively, the "Business Liabilities").
Transferee shall irrevocably indemnify and hold harmless Transferor, the direct
or indirect affiliates and subsidiaries of Transferor (other than the Transferee
and its subsidiaries) and their respective directors, shareholders, officers,
employees, agents, consultants, representatives, successors, transferees and
assigns from and against any and all Business Liabilities (including without
limitation reasonable fees and expenses of counsel) of whatever kind and nature.
"Excluded Liabilities" shall mean: (i) liabilities which arise out of any
violation of this Agreement by Transferor; (ii) liabilities (other than Business
Liabilities) which arise out of any past or present business or activity of the
Transferor or its affiliates or subsidiaries (other than Transferee and its
subsidiaries); (iii) liabilities with respect to which, but only to the extent
that, any proceeds are received by Transferor or any of its affiliates or
subsidiaries (other than Transferee and its



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<PAGE>   17


subsidiaries) from any third party insurance policy (and are non-reimbursable by
Transferor or any of its affiliates or subsidiaries pursuant to its or their
self-insurance program), to which policies the parties agree to resort prior to
making a claim hereunder; (iv) those tax liabilities for which Transferor is
responsible under Article 6.1; and (v) those other liabilities listed in
Schedule H attached hereto.

     (b)      Transferee hereby assumes all debt, obligations and liabilities
listed on the Balance Sheet.

     (c)      Transferee shall indemnify and hold harmless Transferor and its
successors and assigns from and against any and all damages, claims, losses,
liabilities and expenses (excluding legal, accounting and similar expenses)
which arise out of any violation of this Agreement by Transferee.

3.3  Indemnification Procedure.

     (a)      The party entitled to indemnification hereunder (the
"Indemnitee") shall promptly notify the party liable for such indemnification
(the "Indemnitor") in writing upon obtaining knowledge of any damage, claim,
loss, liability or expense (a "Claim") which the Indemnitee has determined has
given or could give rise to a claim under Articles 3.1 or 3.2 hereof (such
written notice being hereinafter referred to as a "Notice of Claim"). A Notice
of Claim shall specify in reasonable detail the nature and any particulars of
any such Claim. The Indemnitor shall satisfy its obligations under Articles 3.1
or 3.2, as the case may be, within thirty (30) days of its receipt of a Notice
of Claim; provided, however, that so long as the Indemnitor is in good faith
defending a Claim pursuant to paragraph (b) below, its obligation to indemnify
the Indemnitee with respect thereto shall be suspended.



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<PAGE>   18


     (b)      With respect to any third party claim, demand, suit or action
which is the subject of a Notice of Claim, the Indemnitor shall, in good faith
and at its own expense, defend, contest, or otherwise protect against any such
claim, demand, suit or action with legal counsel of its own selection. The
Indemnitee shall have the right, but not the obligation, to participate, at its
own expense, in the defense thereof through counsel of its own choice and shall
have the right, but not the obligation, to assert any and all crossclaims or
counterclaims it may have. So long as the Indemnitor is defending in good faith
any such third party claim, demand, suit or action, the Indemnitee shall at all
times cooperate in all reasonable ways with, make its relevant files and records
available for inspection and copying by, and make its employees available or
otherwise render reasonable assistance to, the Indemnitor. In the event that the
Indemnitor fails to timely defend, contest or otherwise protect against any such
third party claim, demand, suit or action, the Indemnitee shall have the right,
but not the obligation, to defend, contest, assert crossclaims or counterclaims,
or otherwise protect against, the same and may make any compromise or settlement
thereof and recover and be indemnified for the entire cost thereof from the
Indemnitor, including, without limitation, legal expenses, disbursements, and
all amounts paid as a result of such third party claim, demand, suit or action
or any compromise or settlement thereof.

     (c)      The Indemnitor shall not settle any such action, claim, suit or
demand without the written consent of the Indemnitee. Consent shall not be
unreasonably withheld or delayed, except that a party may withhold or delay
consent if the settlement does not provide for a complete release of the
Indemnitee without any requirement for it to make payments or incur additional
liabilities, obligations or burdens. In the event the



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<PAGE>   19


Indemnitee unreasonably withholds or delays consent to a settlement, the
Indemnitee will thereupon assume the defense of such action, claim, suit or
demand for its own account and the Indemnitor shall be released from all
liability with respect to such action, claim, suit or demand except that the
Indemnitor shall remain liable with respect thereto to the extent (but only to
the extent) of the obligations, liabilities or burdens it would have had under
the settlement as to which the Indemnitee unreasonably withheld or delayed
consent.

ARTICLE 4 - EMPLOYEES

4.1  Employment and Benefits.  Transferee will accept the transfer of employment
of all the employees of Transferor associated with the Business and located at
Transferor's Lakewood, Ohio facility and those identified in the Parma, Ohio
facility as set forth on Schedule I attached hereto, with such changes,
deletions or additions thereto as may occur from the date thereof to the Closing
in the ordinary course of business and consistent with the terms and conditions
of this Agreement (the "Employees"). Any Employees subject to a legal impediment
to transfer will be seconded by Transferor to Transferee at cost, and will be
transferred at the expiration or removal of such legal impediment. Effective
from and after the Closing, Transferee and its subsidiaries in the U.S. shall
participate in, and Transferee hereby adopts, the UCAR Carbon Retirement Program
(the "Program"), the UCAR Carbon Savings Plan (the "Plan") and the other benefit
plans of Transferor or its parent, UCAR International Inc., listed on Schedule
I, on the same basis as other participating subsidiaries of UCAR International
Inc., until such time as: (i) either Transferee or Transferor elect to terminate
such participation; (ii) such Program, Plan or other plan is terminated or
modified so as to prohibit, specifically



                                       16
<PAGE>   20


or otherwise, such participation or (iii) UCAR International Inc. ceases to own,
directly or indirectly, more than 80% of the then outstanding voting stock of
Transferee (unless Transferor thereafter affirmatively consents to the continued
participation of Transferee), whichever is earlier.

     Transferee and its participating subsidiaries hereby agree to be, and from
and after the Closing shall continue to be, (i) jointly and severally liable
with Transferor and its other participating subsidiaries and affiliates for all
benefits owed to participants under the Program and the Plan and (2) except as
otherwise expressly provided in the Services Agreement, solely liable and
responsible for all benefits owed to its employees and retirees, and their
beneficiaries, under such plans. The parties agree that all employees of
Transferor who retired from the Business after January 1, 1990 (approximately 20
employees), and employees of Transferee and its subsidiaries (including the
Employees) who retire after the Closing, shall be considered retirees of
Transferee for all purposes (including, but not limited to, funding obligations
and administration of benefits) under the Program, the Plan and such plans.

     The parties agree that the Services Agreement shall, among other things,
provide for the administration of such assets allocable to Employees, and the
administration of such participation, in the Program, the Plan and such plans
and the method for funding the obligations of Transferee and its participating
subsidiaries thereunder (including but not limited to funding accrued but
unfunded employee benefits, severance benefits and post-retirement benefits).

4.2  Employment Contracts.  The parties agree that there are no agreements with
labor unions or associations representing Employees.  Effective as of Closing,
Transferee will



                                       17
<PAGE>   21


assume all employment and consulting agreements and contracts with Employees in
lieu of Transferor.

ARTICLE 5 - CLOSING

5.1  Closing.  The closing of the transactions contemplated under this
Agreement shall take place at the offices of Transferor located at 3102 West End
Avenue, Nashville, Tennessee 37203, on December 31, 1999, or at such other time
and place as Transferee and Transferor may mutually agree in writing and shall
be deemed effective as of 12:01 A.M. on January 1, 2000 (such time being
referred to herein as the "Closing"); provided, however, that the time of the
Closing shall be extended at the request of either Transferee or Transferor. The
parties agree that, if the Closing does not take place on January 1, 2000,
Transferor will operate the Business for the benefit and at the risk of the
Transferee and that the Transferee shall have assumed all of the benefits and
burdens of ownership during the period from and including January 1, 2000
through and including the actual day of Closing. In all events January 1, 2000
will be the effective and deemed Closing, and for all purposes of this Agreement
all references to the Closing shall mean January 1, 2000.

5.2  Transferor's Obligations and Closing Deliveries.  At the Closing,
Transferor shall deliver, or cause to be delivered, to Transferee, duly
executed as necessary:

     (a)      A Lease Agreement for the real property and building located in
              Lakewood, Ohio, also and more commonly known as Factory "A", in a
              form reasonably acceptable to Transferee and Transferor.



                                       18
<PAGE>   22


     (b)      All necessary Bills of Sale and Assignments with respect to the
              Machinery and Equipment, Inventory, Accounts Receivable,
              Technology, C/V Records and Claims.

     (c)      All necessary Assignment and Assumptions or Novations with respect
              to the Technology Contracts.

     (d)      All necessary Copyright Assignments.

     (e)      All necessary third party consents contemplated by Articles 1.4
              and 1.5.

     (f)      All necessary Assignment and Assumptions or Novations with respect
              to the Contracts.

     (g)      All necessary Assignments or Assignment and Assumptions with
              respect to the Permits.

     (h)      One certified copy of the resolutions of Transferor's Board of
              Directors evidencing the authorizations for this transaction.

     (i)      The Service Agreements.

     (j)      The Tax Allocation Agreement.

     (k)      One fully executed and recordable Quit Claim Deed for the Real
              Property.

5.3  Transferee's Obligations and Closing Deliveries.  At the Closing,
Transferee shall deliver, or cause to be delivered, to Transferor, duly
executed as necessary:

     (a)      Each Assignment, Assignment and Assumption, Novation and Agreement
              previously delivered hereunder by Transferor.

     (b)      One certified copy of the resolutions of Transferee's Board of
              Directors evidencing the authorizations for this transaction.


                                       19
<PAGE>   23


5.4  Recording of Documents.     Transferee shall be responsible, at
Transferee's expense, for the filing or recording of the Deeds, Assignments,
Assignment and Assumptions, Novations, Agreements and other instruments or
documents delivered by Transferor hereunder, and for the preparation and
recording of such additional assignments, instruments or documents as may be
necessary or appropriate to perfect Transferee's title to or interest in the
Assets.

ARTICLE 6 - MONETARY ADJUSTMENTS AND POST CLOSING OBLIGATIONS

6.1  Taxes and Other Expenses.

     (a)      Transferee is responsible for any taxes (including, without
limitation, income, payroll, real and personal property, gross receipts, sales,
use, franchise, and stamp taxes) imposed by any Federal, state or local
government or other tax authority in the U.S., or by any foreign government or
any subdivision or taxing authority thereof, and other fees or charges
(including, without limitation, rents, general and special assessments, street
surfacing and other municipal charges, and fuel, water, sewer, electrical and
other utility charges, and documentation, licenses and registration fees),
together with any interest or penalties thereon ("Taxes and Other Charges"),
which are attributable to operation of the Business or to operation and
ownership of the Assets.  If Transferor shall have paid any Taxes or Other
Charges for which Transferee is responsible as aforesaid, appropriate
adjustment will be made at the Closing if possible or as promptly as
practicable thereafter.

     (b)      Transferee shall be liable for all sales, use, transfer,
conveyance, bulk transfer, business and occupation, value added or gross income
taxes, or other taxes, duties, excises or governmental charges (the foregoing
are hereinafter referred to as



                                       20
<PAGE>   24


"Transactional Taxes") imposed by any taxing jurisdiction with respect to the
transfer or assignment of the Assets or otherwise on account of this Agreement
or the transactions contemplated herein, except as otherwise provided in the Tax
Allocation Agreement or Article 3.1 and except that, notwithstanding anything
contained in the Tax Allocation Agreement or Article 3.1 to the contrary,
Transferee shall not be responsible for any tax on or measured by net income of
Transferor or its parent, UCAR International Inc., attributable solely to (i)
the contribution of assets to, or the assumption of liabilities by, Transferee
by or from Transferor or its subsidiaries (other than Transferee and its
subsidiaries), (ii) the transfer of capital stock by UCAR International Inc. or
its subsidiaries (other than Transferee and its subsidiaries) or (iii) the
restructuring of or other transactions involving UCAR International Inc. or its
subsidiaries (other than Transferee and its subsidiaries). Transferee shall
provide Transferor with appropriate exemption certificates or direct pay
certificates where possible, or shall promptly pay and discharge any such
Transactional Taxes for which Transferee is responsible. The foregoing
notwithstanding, in the event Transferor shall be required to pay any
Transactional Taxes for which Transferee is responsible, Transferee shall
promptly reimburse Transferor therefor. In the event any taxing jurisdiction
subsequently determines that any additional Transactional Taxes for which
Transferee is responsible (including interest or penalties thereon) shall be
due, Transferee shall indemnify and hold Transferor harmless therefrom pursuant
to Article 3.2.

     (c)      In addition to any obligations of the parties under the Tax
Allocation Agreement, Transferor and Transferee shall cooperate regarding the
filing of any tax returns (including Federal, state, local and foreign income
and other tax returns) that



                                       21
<PAGE>   25

cover a period which includes the date of Closing; provided, however, that
property tax returns will be filed by the party which owns the property subject
to the return on the assessment date, but responsibility for the tax amount will
be determined pursuant to Articles 6.1 (a) and 6.1(b) and the Tax Allocation
Agreement.

     (d)      Transferee shall be liable for all title opinions, title
insurance, recording fees, surveys, notarial fees, and other fees and costs
arising out of the transfer or assignment of the Assets, or otherwise on account
of this Agreement or the transactions contemplated herein. Transferee shall
promptly pay and discharge the costs of such items and shall promptly reimburse
Transferor for any amounts Transferor may have expended on such items.

6.2  Further Assurances.  At any time and from time to time after the Closing,
the parties agree to cooperate with each other, but in all cases at
Transferee's sole cost and expense, to execute and deliver such other
documents, instruments of transfer or assignment, files, books and records and
do all such further acts and things as may be reasonably required to carry out
the transactions contemplated hereunder.

6.3  Records Retained by Transferor.  The parties agree that, except as may
otherwise be provided in this Agreement, Transferor shall transfer and deliver
to Transferee after the Closing all data, records and other information which
pertain exclusively to the Business, the Assets or its employees, including the
Employees (with the exception of (i) those created for this transaction and
(ii) those required to enable Transferor and its affiliates and subsidiaries
(other than Transferee and its subsidiaries) to perform their obligations under
the Service and other Agreements contemplated hereby which shall be so
transferred and delivered after such obligations terminated), including,
without



                                       22
<PAGE>   26


limitation, tax records and personnel records (all of the foregoing being
hereinafter called "Business Records"). To the extent that the original copies
of any such Business Records also contain information relating to UCAR
International Inc. or any of its affiliates or subsidiaries (other than
Transferee and its subsidiaries), Transferor may transfer and deliver to
Transferee copies deleting such information but shall not destroy the original
Business Records (except in accordance with normal records retention policies)
or otherwise take action to make such original Business Records unavailable to
Transferee. Any Business Records which Transferor requires in connection with
pending or threatened litigation or tax examination or audit, or which are
otherwise subject to Hold Orders as provided in Transferor's records retention
policy manual, may be retained by Transferor and copies thereof delivered to
Transferee.

6.4  Access to Records by Transferor.  In addition to any obligations of the
parties under the Service and other Agreements contemplated hereby, following
the Closing, Transferee shall give to Transferor and its authorized
representatives full access, during regular business hours, to the records
described in Article 6.5 and to any and all of its premises, properties,
contracts, books, records and data related to the Business, the Assets and its
employees, including the Employees, and will cause its officers, directors and
employees to furnish to Transferor, without compensation therefor, any and all
data and information pertaining thereto or to the Assets, the Business or such
employees or the use, operation or disposition thereof that Transferor shall
from time to time request, including requests for information to enable
Transferor to file Federal, state, local or foreign income or other tax returns,
comply with orders or agreements, complete financial statement and internal
control reviews and audits, or pursue or defend any



                                       23
<PAGE>   27


pending or threatened litigation or tax examination or audit. Notwithstanding
the foregoing, Transferee is not required to give Transferor access to such
records, premises, properties, contracts, books, data or information listed
above, to the extent that it relates to events occurring after UCAR
International Inc. ceases to directly or indirectly own or hold a majority of
the then outstanding common stock of Transferee or its successors. References in
this Section 6.4 to Transferor include UCAR International Inc. and its
subsidiaries (other than Transferee and its subsidiaries).

6.5  Preservation of Records.  Transferee agrees that it shall preserve and
keep the records of Transferor delivered to it hereunder for the period from
and after the Closing prescribed by the Transferor's record retention policy in
effect at the Closing or by any government agency or for so long as may be
requested in connection with any matter mentioned in Article 6.4,  whichever is
longer.  In the event Transferee wishes to destroy such records after that
time, Transferee shall first give ninety (90) days prior written notice to
Transferor and Transferor shall have the right at its option and expense, upon
prior written notice given to Transferee within said ninety (90) day period, to
take possession of said records within one hundred and eighty (180) days after
the date of Transferor's notice to Transferee hereunder.

6.6  Use of Trademarks and Transferor's Name.  Transferor recognizes that
certain Inventory and labels and containers therefor, as well as promotional
material relating to such Inventory ("existing supplies"), being conveyed to
Transferee under this Agreement will bear the trademarks UCAR or UCAR Carbon
Company which, by themselves, are not being assigned to Transferee. Transferor
agrees that Transferee will be permitted to



                                       24
<PAGE>   28

sell such existing supplies. Upon depletion of such existing supplies,
Transferee will identify itself as the source of products made by or for
Transferee.

ARTICLE 7- BULK SALES LAW

7.1  Transferee hereby waives compliance by Transferor with any bulk sales law
which may be applicable.

ARTICLE 8 - PUBLICITY; CONFIDENTIALITY

8.1  Publicity.  Transferee agrees that no publicity, release or announcement
concerning the execution of this Agreement, any of the provisions of this
Agreement, or the transactions contemplated hereby, shall be issued without the
advance written approval of Transferor.

8.2  Confidentiality.  Except as otherwise permitted by the Services or other
Agreements contemplated hereby, each party hereto agrees to (and agrees to cause
its subsidiaries and affiliates to ) refrain from using in any manner, and use
its best efforts (consistent with past practices of Transferor) to keep
confidential, any and all information and data concerning the business and
affairs of the other party or its subsidiaries or affiliates which it has
received or receives hereunder or under the Services or other Agreements
contemplated hereby, except to the extent that such party or its subsidiaries or
affiliates can demonstrate that the information or data (a) is generally
available to the public as evidenced by prior written publication through no act
or failure to act by it or its subsidiaries or affiliates, (b) is developed
independently of such information by the party or its subsidiaries or affiliates
as evidenced by written documentation or (c) is subsequently disclosed to it or
its subsidiaries or affiliates on a non-confidential basis by a third party not
having a confidential relationship with the other party or its subsidiaries



                                       25
<PAGE>   29


or affiliates with respect to such information or data. Notwithstanding the
foregoing, each of the parties hereto or its subsidiaries or affiliates shall be
free to disclose any such information or data to the extent, but only to the
extent, (a) required by applicable law, (b) necessary or appropriate in
connection with tax filing and reporting, financial statement and internal
control reviewing, public company reporting and credit facility reporting, (c)
necessary or appropriate in connection with debt or equity financing or business
combination activities or (d) during the course of or in connection with any
litigation, governmental investigation, arbitration or other proceeding based
upon or in connection with (x) the subject matter of this Agreement or (y) the
exercise of rights or enforcement of obligations involving third parties. Prior
to any disclosure of trade secrets pursuant to the preceding sentence, the
disclosing party shall be required to give reasonable prior notice to the other
party to this Agreement of such intended disclosure and, if requested by such
party, to use its best efforts to obtain a protective order or similar
protection for such other party. For purposes of this Article 8 only, references
to "party" in the context of Transferor shall mean UCAR International Inc. and
neither Transferee nor its subsidiaries shall be deemed to be subsidiaries or
affiliates of UCAR International Inc.

ARTICLE 9- NOTICES

9.1  Any notices or communications permitted or required hereunder shall be
deemed sufficiently given if hand-delivered, or sent (i) postage prepaid by
registered or certified mail - return receipt requested, (ii) by telex, or (iii)
by reputable overnight courier, to the respective parties as set forth below, or
to such other address as any party may notify the other of in writing:


                                       26
<PAGE>   30


if to Transferor, to:  UCAR Carbon Company Inc.
                       3102 West End Avenue, Suite 1100
                       Nashville, Tennessee  37203
                       Attention:  President
                       with a copy to General Counsel

if to Transferee, to:  UCAR Graph-Tech Inc.
                       11709 Madison Avenue
                       Lakewood, Ohio  44107
                       Attention:  President

ARTICLE 10 - MISCELLANEOUS

10.1 Binding Effect;  Assignment.  This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
permitted assigns. Nothing herein shall create or be deemed to create any third
party beneficiary rights in any person or entity not a party to this Agreement,
other than an Indemnitee under Article 3. No assignment of this Agreement, or of
any rights or obligations hereunder, may be made by either party hereto without
the prior written consent of the other party hereto; provided, however, that no
such consent shall be required with respect to an assignment in connection with
(i) an internal restructuring or realignment of businesses or subsidiaries of
UCAR International Inc. or Transferee; (ii) a pledge of assets as collateral
security for a bona fide debt financing or credit facility (and foreclosure
thereon) or (iii) a sale or other transfer of all or a majority of the assets or
business of UCAR International Inc. or Transferee. Any attempted assignment
without the required consent shall be void.

10.2 Schedules.  All Schedules and Exhibits attached hereto, and the
instruments, documents and Agreements to be delivered hereunder ("Items"), are
incorporated herein and expressly made a part of this Agreement as fully as
though completely set forth herein, and all references to this Agreement herein
or in any of such Items shall be deemed to refer to and include all of said
Items.


                                       27
<PAGE>   31


10.3 Counterparts.  This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.  Each counterpart may consist of a number of
copies hereof each signed by less than all, but together signed by all, of the
parties hereto.  In pleading or proving any provision of this Agreement, it
shall not be necessary to produce more than one such counterpart.

10.4 Headings.  The headings contained in this Agreement are inserted for
convenience of reference only and shall not otherwise affect the meaning or
interpretation or be deemed a substantive part of this Agreement.

10.5 Waiver.  The failure of any party at any time or times to enforce or
require performance of any provision hereof shall in no way operate as a waiver
or affect the right of such party at a later time to enforce the same.  No
waiver by any party of any condition or the breach of any term, covenant or
warranty contained in this Agreement, whether by conduct or otherwise, in any
one or more instance, shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach, or a waiver of any other
condition or of any breach of any other term, covenant or warranty contained in
this Agreement.

10.6 Severability.  If any provision of this Agreement shall be held to be
invalid or unenforceable in any jurisdiction for any reason, that provision
shall be reformed to the maximum extent permitted to preserve the parties'
original intent, failing which, it shall be severed from this Agreement with the
balance of the Agreement continuing in full force and effect; provided, however,
that Transferor shall have no obligation to consummate the transactions
contemplated hereby if the provision being reformed or



                                       28
<PAGE>   32


severed affects the consideration for the Assets as provided in Article 2
hereof. Such occurrence shall not have the effect of rendering the provision in
question invalid or unenforceable in any other jurisdiction or in any other case
or circumstance or of rendering invalid or unenforceable any other provisions
contained herein to the extent that such other provisions are not themselves
actually in conflict with any applicable law.

10.7 Governing Law and Forum.  This Agreement shall be governed by and
construed in all respects under the laws of the State of Delaware, without
reference to its conflicts of laws rules or principles.  Any action to enforce,
or which arises out of or in any way relates to, any of the provisions of this
Agreement shall be brought and prosecuted in such court or courts located
within the State of Delaware as provided by law;  and the parties consent to
the jurisdiction of said court or courts located within the State of Delaware,
and to service of process by registered mail, return receipt requested, or by
any other manner provided by Delaware law.

10.8 Entire Agreement.  This Agreement and all the Schedules and Exhibits
attached hereto, and all other instruments, documents and Agreements to be
delivered hereunder, constitute the entire understanding of the parties hereto
concerning the subject matter hereof, and cancels and supersedes all previous
agreements and understandings, oral or written, between the parties with respect
to the subject matter hereof. Transferee disclaims reliance upon any
representations, warranties or guarantees, either express or implied, by
Transferor, its employees or agents. No modification of this Agreement or waiver
of any terms, conditions or rights hereunder will be binding upon any party
unless signed in writing by an authorized representative of such party.


                                       29
<PAGE>   33


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.

                              UCAR CARBON COMPANY INC.

                              By: /s/
                                  --------------------
                              Title:
                                     -----------------


                              UCAR GRAPH-TECH INC.

                              By: /s/
                                  --------------------
                              Title:
                                     -----------------




                                       30
<PAGE>   34



                                  SCHEDULE  A
                            MACHINERY AND EQUIPMENT





                                       31
<PAGE>   35
                                  SCHEDULE  B
                                   [OMITTED]







                                       32
<PAGE>   36
                                  SCHEDULE  C
                              TECHNOLOGY CONTRACTS





                                       33
<PAGE>   37
                                  SCHEDULE  D
                                   [OMITTED]










                                       34
<PAGE>   38
                                  SCHEDULE  E
                                   CONTRACTS







                                       35
<PAGE>   39
                                  SCHEDULE  F
                                    PERMITS





                                       36
<PAGE>   40
                                  SCHEDULE  G

                        CLAIMS/LAWSUITS, AND proceedings

1.  General Packing SRL vs. UCAR Carbon Company Inc. filed in the Court of
    Milan, Italy.

2.  Any claims against third parties, including claims for workers
    compensation, specifically associated with any Employees.







                                       37
<PAGE>   41
                                  SCHEDULE  H

                          LIABILITIES RETAINED BY UCAR

         1.      Any and all claims, liabilities, obligations, losses, costs,
         expenses, litigation, proceedings, fines, taxes, levies, imposts,
         duties, deficiencies, assessments, charges, penalties, allegations,
         demands, damages (including but not limited to actual, punitive or
         consequential, foreseen or unforeseen, known or unknown), settlements
         or judgements of any kind or nature, that are or are alleged to be
         related to, arising from or associated with the use or ownership of
         the real property to be leased to Transferee pursuant to Section
         5.2(a), or the conduct of business thereon (other than those which
         arise from, relate to or are associated with the use or ownership of
         the Assets or the conduct of the Business, whether before or after the
         Closing), regardless of when they arose or arise, or whether the facts
         on which they are based occurred prior to or subsequent to the
         Closing, and regardless of where or against whom asserted or
         determined or whether asserted or determined prior or subsequent to
         the Closing, and regardless of whether referred to or provided for in
         the Balance Sheet and regardless of whether or not known or unknown,
         fixed or contingent, asserted or unasserted, or whether arising from
         or alleged to arise from negligence, recklessness, violation of law,
         representation or misrepresentation, including without limitation any
         and all liabilities with respect to environment, health, safety,
         personal injury or property damage.






                                       38
<PAGE>   42
                                  SCHEDULE  I
                      EMPLOYEES AND EMPLOYEE BENEFIT PLANS

         A.      Pension Plans

                 -    Qualified Plans:
                 -    UCAR Carbon Retirement Plan
                 -    UCAR Carbon Savings Plan

                 -    Non-Qualified Plans:
                 -    UCAR Carbon Supplemental Retirement Income Plan
                 -    UCAR Carbon Enhanced Retirement Income Plan
                 -    UCAR Carbon Equalization Benefit Plan

         B.      Savings Plans

                 -    UCAR Carbon Savings Plan


         C.      Medical Plans (including Retiree Medical Plans)

                 -    UCAR Carbon Medical Plan
                 -    UCAR Carbon Retiree Medical Plan
                 -    UCAR Carbon Medicare Supplement Plan

         D.      Dental Plans

                 -    UCAR Carbon Dental Assistance Plan






                                       39
<PAGE>   43
                                  SCHEDULE  I
                      EMPLOYEES AND EMPLOYEE BENEFIT PLANS

         E.      Life Insurance/Disability Plans

                 -    UCAR Carbon Basic Life Insurance Plan
                 -    UCAR Carbon Long Term Disability Plan
                 -    UCAR Carbon Business Travel Accident Plan

         F.      Other Welfare Plans

                 -    UCAR Carbon Employee Assistance Program
                 -    UCAR Educational Refund Program
                 -    UCAR Carbon Cafeteria Plan
                 -    UCAR Health and Dependent Care Reimbursement Account Plan
                 -    UCAR Student Loan Program


         G.      Corporate Relocation Services

                 -    Corporate Homesale Agreement (Prudential Relocation
                             Management, Inc.)
                 -    Relocation Consulting Services Agreement
                 -    Prudential Mortgage Services Agreement

         H.      Other Plan

                 -    Management Incentive Plan
                 -    Financial Counseling Program
                 -    Global Incentive Plan





                                       40
<PAGE>   44
                                  SCHEDULE  J

                                 REAL PROPERTY

(The building formerly known as the "CLF" building and associated land located
in Parma, Ohio, as described below)

LEGAL DESCRIPTION

A PARCEL OF LAND SITUATED IN THE CITY OF PARMA, COUNTY OF CUYAHOGA, STATE OF
OHIO AND KNOWN AS BEING PART OF SUBLOT NO. 2 IN THE UNION CARBIDE SUBDIVISION
NO. 2 OF THAT PART OF ORIGINAL PARMA TOWNSHIP LOT NO. 26, TUCKERMAN TRACT, AS
RECORDED IN VOLUME 207 OF MAPS, PAGE 25 OF THE CUYAHOGA COUNTY RECORDS. SAID
PARCEL OF LAND IS MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING ON THE CENTERLINE OF CHEVROLET BOULEVARD, FORMERLY STUMPH ROAD (80
FEET WIDE) AT THE NORTHEASTERLY CORNER OF SAID SUBLOT NO. 2.  SAID POINT ALSO
BEING THE NORTHEASTERLY CORNER OF SAID ORIGINAL PARMA TOWNSHIP LOT NO. 26,
TUCKERMAN TRACT:
THENCE N.89degrees19'29"W. ALONG THE NORTH LINE OF SAID SUBLOT NO. 2 A DISTANCE
OF 943.38 FEET, PASSING A FOUND IRON PIN AT 40.00 FEET, TO A SET IRON PIN AND
CAP AND THE POINT OF BEGINNING OF HEREIN DESCRIBED PARCEL OF LAND;
THENCE S.0degrees48'56"W., 785.70 FEET TO THE CENTERLINE OF SNOW ROAD (80 FEET
WIDE), PASSING A FOUND IRON PIN AT 745.70 FEET IN THE NORTH RIGHT-OF-WAY LINE OF
SAID SNOW ROAD;
THENCE N.89degrees26'14"W. ALONG SAID CENTERLINE OF SNOW ROAD 554.09 FEET,
PASSING A FOUND IRON PIN MONUMENT AT 230.82 FEET;
THENCE N.0degrees48'56"E., 748.79 FEET, PASSING A SET IRON PIN AND CAP AT 40.00
FEET IN THE NORTH RIGHT-OF- WAY LINE OF SAID SNOW ROAD, TO A SET IRON PIN AND
CAP;
THENCE S.89degrees19'29"E., 130.01 FEET, TO A SET IRON PIN AND CAP;
THENCE N.0degrees48'56"E., 38.00 FEET TO A SET IRON PIN AND CAP IN THE NORTH
LINE OF SAID SUBLOT NO. 2;
THENCE S.89degrees19'29"E. ALONG THE NORTH LINE OF SAID SUBLOT NO. 2 A DISTANCE
OF 424.07 FEET TO THE POINT OF BEGINNING.

SAID PARCEL OF LAND CONTAINS 9.888 GROSS ACRES OF LAND INCLUDING 0.509 ACRES
WITHIN THE SNOW ROAD RIGHT-OF-WAY LEAVING 9.379 NET ACRES OF LAND.

SAID PARCEL OF LAND IS ALSO SUBJECT TO A UTILITY EASEMENT TO THE UCAR CARBON
COMPANY, INC. AND IS DESCRIBED AS FOLLOWS:





                                       41
<PAGE>   45
BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL OF LAND;
THENCE S.0degrees48'56"W. ALONG THE EAST LINE OF SAID PARCEL OF LAND 80.00FEET;
THENCE N.89degrees19'29"W., 140.00 FEET;
THENCE N.0degrees48'56"E., 15.00 FEET;
THENCE N.89degrees19'29"W., 414.08 FEET TO THE WEST LINE OF SAID PARCEL OF LAND;
THENCE N.0degrees48'56"E. 27.00 FEET ALONG SAID WEST LINE TO A SET IRON PIN AND
CAP;
THENCE S.89degrees19'29"E., 130.01 FEET, TO A SET IRON PIN AND CAP;
THENCE N.0degrees48'56"E., 38.00 FEET TO A SET IRON PIN AND CAP IN THE NORTH
LINE OF SAID SUBLOT NO. 2;
THENCE S.89degrees19'29"E. ALONG THE NORTH LINE OF SAID SUBLOT NO. 2 A DISTANCE
OF 424.07 FEET TO THE POINT OF BEGINNING.

SAID EASEMENT CONTAINS 0.762 ACRES OF LAND MORE OR LESS.





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