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                                                                EXHIBIT  10.12.1


                        AMENDMENT 1 TO THE GRAFTECH INC.
                        SEVERANCE COMPENSATION AGREEMENT

The Severance Compensation Agreement is hereby amended, as of the effective date
set forth therein (the "Effective Date"), in accordance with the following.
Notwithstanding anything contained herein to the contrary, this amendment shall
become null and void if the Effective Date does not occur on or before December
31, 2000.

1. Section 1.a.(ii) is hereby amended to read in entirety as follows:

   "(ii)    any "person" or "group" within the meaning of Section 13(d) or
            14(d)(2) of the 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 the Corporation;"

2. Section 1.a.(v) is hereby amended to read in entirety as follows:

   "(v)     consummation of: (x) a reorganization, restructuring,
            recapitalization, reincorporation, merger or consolidation of the
            Corporation (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 the Corporation
            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 the Corporation or all
            or substantially all of the assets of the Corporation 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
            the Corporation, respectively, (b) no "person" or "group" within the
            meaning of Section 13(d) or 14(d)(2) of the 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


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            beneficial ownership existed prior to such Business Combination with
            respect to the Common Stock and the voting securities of the
            Corporation, 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 the Corporation or the Company,
            whether held directly or indirectly 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 the Corporation 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 of the Corporation."

3. Section 1.a.(III) is hereby amended to read in entirety as follows:

   "(III)   pursuant to clause (i) or (ii) above, solely because UCAR remains
            the beneficial owner of 15% or more of the then outstanding Common
            Stock or 15% or more of the then outstanding voting securities of
            the Corporation or increases its beneficial ownership thereof; or"

4. Section 1.a.(IV) is hereby amended to read in entirety as follows:

   "(IV)    pursuant to clause (i) or (ii) above, if a "person" or "group"
            acquires 15% or more of the then outstanding Common Stock or 15% or
            more of the then outstanding voting securities of the Corporation
            from UCAR (including, without limitation, acquisitions by reason of
            distributions thereof by UCAR International Inc. to its
            stockholders); provided, however, that a "Change in Control" of the
            Corporation shall be deemed to occur if thereafter the beneficial
            ownership of Common Stock or voting securities of the Corporation by
            such "person" or "group" increases by more than 1% of the then
            outstanding shares of Common Stock or the then outstanding voting
            securities of the Corporation (excluding increases due to
            distributions or repurchases of Common Stock or voting securities of
            the Corporation by the Company, and similar transactions, which have
            not been directly or indirectly proposed or initiated by such
            "person" or "group" and excluding increases by such "person" or
            "group" which do not result in the percentage of beneficial
            ownership thereof by such "person" or "group" exceeding the
            percentage of beneficial


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            ownership of common stock of UCAR International Inc. by such
            "person" or "group" on the Effective Date)."

5. Section 12 is hereby added to read in entirety as follows:

            "12. UCAR Severance Compensation Agreement. (1) You shall not, under
   any circumstances, receive or be entitled to receive, benefits under both
   this Agreement and the UCAR Severance Compensation Agreement ("UCAR
   Agreement") with respect to the same transaction or series of related
   transactions. You shall receive benefits under whichever of this Agreement or
   the UCAR Agreement applies (or most nearly applies) thereto as determined by
   UCAR, and hereby waive any and all rights to receive benefits under the
   other.

                 (2) The UCAR Agreement will terminate at the first such time as
   UCAR ceases to own or hold, directly or indirectly, a majority of the then
   outstanding Common Stock (if, at such time, you are an employee of the
   Company).

                 (3) UCAR shall be a third party beneficiary of the provisions
   contained in this Section 12. As such, the provisions contained in this
   Section 12 cannot be amended, and provisions inconsistent therewith cannot be
   added, without the written consent of UCAR."




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