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EXHIBIT 10.1.2
SECOND AMENDMENT TO THE TRANSFER AGREEMENT
BETWEEN UCAR CARBON COMPANY INC.
AND UCAR GRAPH-TECH INC.
The Transfer Agreement is hereby amended, in accordance with the
following.
1. The second paragraph of Section 4.1 is hereby amended to read
in its entirety as follows:
"Transferee and its participating subsidiaries hereby agree to
be, and from and after the Closing shall continue to be, (1)
jointly and severally liable with Transferor and its other
participating subsidiaries and affiliates for all benefits
owed to participants and their beneficiaries 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. Subject to the parties'
obligations under clause (1) of the preceding sentence (which
the parties expect would not become applicable unless either
party is unable to meet its obligations under this sentence),
the parties agree that funding, contribution, expense and
other costs and payments in respect of the Plan and the
Program shall be borne in proportion to the obligations to
their respective retirees and employees. The parties agree
that all employees of Transferor who retired from the Business
after February 25, 1991 (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.
Notwithstanding anything contained herein or in the Services
Agreement to the contrary, the only assets to be transferred
to or for the benefit of Transferee or its subsidiaries or its
employee benefit plans in respect of the Program, the Plan or
any of such plans shall be those required to be transferred by
applicable law in respect of the Program or the Plan at such
time as Transferee or its subsidiaries ceases to participate
in the Program or the Plan."
Date: July 24, 2000
