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                                                                   Exhibit 10.15


                                     [LOGO]
                        THE CARBIDE/GRAPHITE GROUP, INC.

================================================================================
To:                                    | From:
                MICHAEL F. SUPON       |                   WALTER B. FOWLER
                                       |
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                                                            DATE August 11, 1999
                                                                ----------------
 SUBJECT:        TERMINATION, CONFIDENTIALITY  &
                 NON-COMPETITION AGREEMENT

                             PERSONAL & CONFIDENTIAL

               IT WAS AGREED BY THE C/G BOARD OF DIRECTORS THAT YOU WILL BE
               GRANTED ONE YEAR OF SEVERANCE PAY AND ONE YEAR OF MEDICAL
               COVERAGE (AS PROVIDED BY THE COMPANY AND CURRENTLY IN EFFECT AT
               THE TIME OF TERMINATION) IN THE EVENT YOU ARE TERMINATED FROM THE
               COMPANY FOR A REASON OTHER THAN CAUSE AS DEFINED IN THE ATTACHED
               SCHEDULE A. PLEASE UNDERSTAND THAT A TRANSFER TO A JOINT VENTURE
               OR OTHER SUCCESSOR ORGANIZATION WILL NOT CONSTITUTE A TERMINATION
               FOR PURPOSES OF THIS AGREEMENT IF YOU ARE EMPLOYED BY THE
               SUCCESSOR ORGANIZATION AND YOUR COMPENSATION PACKAGE WITH THE
               SUCCESSOR ORGANIZATION IS EQUAL TO OR GREATER THAN YOUR
               COMPENSATION AT C/G.

               IN ADDITION, WE REQUEST THAT YOU SIGN THE ATTACHED
               "CONFIDENTIALITY, NON-COMPETITION, AND INVENTIONS AGREEMENT"
               INCLUDED AS SCHEDULE B. THIS AGREEMENT IS AN IMPORTANT PROTECTION
               FOR THE COMPANY AND IS REFERRED TO IN THE DEFINITION OF "CAUSE"
               RELATING TO THE TERMINATION AGREEMENT.

               IF YOU ARE IN AGREEMENT WITH THE TERMINATION PROVISIONS, PLEASE
               SIGN BELOW. ALSO, PLEASE SIGN THE "CONFIDENTIALITY,
               NON-COMPETITION, AND INVENTIONS AGREEMENT" SEPARATELY AT THE
               BOTTOM OF SCHEDULE B.


                                                          /s/  WALTER B. FOWLER
               WBF:nlf                                         WALTER B. FOWLER
               ATTACHMENTS


               /s/  MICHAEL F. SUPON
               --------------------------
                    MICHAEL F. SUPON

               DATE: 10/6/99
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                                   SCHEDULE A


                                      CAUSE



For purposes of this Agreement, "CAUSE" shall mean (i) the willful and continued
failure by the Executive to perform substantially his duties to the Corporation
or its subsidiaries (other than any such failure resulting from his disability)
within a reasonable period of time after a written demand for substantial
performance is delivered to the Executive by the Chairman, which demand
specifically identifies the manner in which the Chairman believes that the
Executive has not substantially performed his duties, (ii) embezzlement or theft
from the Corporation or any subsidiary or affiliate by the Executive or the
commission or perpetration by the Executive of any act involving moral
turpitude, or (iii) any material and willful violation by the Executive of his
obligations under the "CONFIDENTIALITY, NON-COMPETITION, AND INVENTIONS
AGREEMENT" (Schedule B attached).





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                                   SCHEDULE B

           CONFIDENTIALITY, NON-COMPETITION, AND INVENTIONS AGREEMENT


                  1. For a one-year period commencing on the date on which the
Executive's employment with the Corporation, or any of its affiliates,
terminates for whatever reason (the "Date of Termination"), (i) the Executive
shall hold in a fiduciary capacity for the benefit of the Corporation all secret
or confidential information, knowledge or data relating to the Corporation or
its affiliates, and their respective businesses which shall not be public
knowledge (other than information which becomes public as a result of acts of
the Executive or his representatives in violation of this Agreement), including
without limitation, customer lists, bids, proposals, contracts, matters subject
to litigation, technology or financial information of the Corporation or its
subsidiaries and other know-how, and (ii) the Executive shall not, without the
prior written consent of the Corporation, communicate or divulge any such
information, knowledge or data to anyone other than the Corporation and those
designated by it in writing.

                  2. For a one-year period commencing on the Date of
Termination, the Executive will not, directly or indirectly, (i) own, manage,
operate, control or participate in the ownership, management or control of, or
be connected as an officer, employee, partner, director, or consultant or
otherwise, with, or have any financial interest in (except for (A) ownership as
of the date hereof, (B) any ownership in the common stock of the Corporation, or
(C) any ownership or less than 5% of the outstanding equity interest in any
entity)



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                                   SCHEDULE B

           CONFIDENTIALITY, NON-COMPETITION, AND INVENTIONS AGREEMENT


(I) the manufacture or marketing of graphite electrodes, (II) the manufacture or
marketing of specialty extruded carbon and graphite products, (III) the
manufacture or marketing of needle coke, or (IV) the manufacture or marketing of
calcium carbide and its direct derivatives, in each case, in any market in which
the Corporation or its affiliates conducts or solicits business or (ii) solicit
or contact any employee of the Corporation or its affiliates with a view to
inducing or encouraging such employee to leave the employ of the Corporation or
its affiliates for the purpose of being employed by the Executive, an employer
affiliated with the Executive, or any competitor of the Corporation or any
affiliate thereof.

                  3. The Executive acknowledges that the provisions of this
Schedule B are reasonable and necessary for the protection of the Corporation
and that the Corporation will be irrevocably damaged if such provisions are not
specifically enforced. Accordingly, the Executive agrees that, in addition to
any other relief to which the Corporation may be entitled in the form of actual
or punitive damages, the Corporation shall be entitled to seek and obtain
injunctive relief from a court of competent jurisdiction (without the posting of
a bond therefor) for the purposes of restraining the Executive from any actual
or threatened breach of such provisions.


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                                   SCHEDULE B

           CONFIDENTIALITY, NON-COMPETITION, AND INVENTIONS AGREEMENT


                  4. IN CONSIDERATION of my employment by, and/or being retained
in the employ of, The Carbide/Graphite Group, Inc., a Delaware corporation
(hereinafter called the "Company") during such time as shall be mutually
agreeable to the Company and myself, I, for myself, my heirs, executors,
administrators and assigns, do hereby agree as follows:


                           (a) I shall promptly grant and assign to the Company
for its sole use and benefit, any and all inventions and improvements together
will all letters patent and reissues thereof that may at any time be granted for
or upon any such inventions or improvements which I may make or conceive during
the period of my employment except such inventions or improvements which I may
make or conceive outside of working hours, using no equipment, supplies,
facilities or trade secret information of the company and which neither (i)
relate to the Company's business or research, nor (ii) results from any work
performed by me for the Company.

                           I agree, however, promptly to disclose to the
Company, in confidence, any and all inventions or improvements made or conceived
by me, whether solely or jointly with others, during the term of my employment,
for the purpose of determining such issues of assignment as may arise concerning
said inventions or improvements.


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                                   SCHEDULE B

           CONFIDENTIALITY, NON-COMPETITION, AND INVENTIONS AGREEMENT


                           (b) I shall, without charge but at the expense of the
Company, promptly at all times hereafter, execute and deliver such applications,
assignments, descriptions and other instruments as may be necessary or proper in
the opinion of the Company to vest the title in the Company to any such
inventions, improvements, and patents or reissues thereof, and to enable the
Company to obtain and maintain the entire right and title thereto throughout the
world.

                           (c) I shall render to the Company at its expense
(including a reasonable payment for the time involved in case I am not then in
its employ) all assistance it may require (i) in the prosecution of applications
for patents or reissues thereof, (ii) in the prosecution or defense of
interferences which may be declared involving any of said applications or
patents, and (iii) in litigation in which the Company may be involved, relating
to any such patents, inventions, or improvements.

                  5. This Agreement shall supersede any previous
confidentiality, non-competition or inventions agreements.


/s/  Margaret R. Griech                     /s/  Michael F. Supon
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        Witness                                  Michael F. Supon

Date: 10/6/99                               Date: 10/6/99
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