GRAFTECH INTERNATIONAL LTD — Director's Dealing 2010

Dec 3, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2010-11-30

Reporting Person: MORAN JOHN D (VP, General Counsel, Secretary)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2312	Direct
Common Stock	5400	Direct
Common Stock	3900	Direct
Common Stock	7600	Direct
Common Stock	14736	Direct
Common Stock	10532	Indirect
Common Stock	18326	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$16.41	2019-12-11	Common Stock (7700)		Direct

Footnotes

F1: Represents performance shares, of which (prior to tax withholding) 1,433 will vest on February 28, 2011, but only if certain performance targets are met. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F2: On December 10, 2009, the Company granted 5,400 performance shares under the Company's 2005 Equity Incentive Plan, which represent the right to receive shares contingent upon the achievement of performance measures over a 3-year performance period. Shares that are earned upon the attainment of the applicable performance targets vest on March 29, 2013. The ultimate number of shares earned is subject to adjustment based on actual peformance.

F3: On December 10, 2009, the Company granted 3,900 restricted shares under the Company's 2005 Equity Incentive Plan. One-third of the restricted shares vest on December 10 of each of 2010, 2011 and 2012.

F4: Represents performance shares at target that will vest February 29, 2012 upon the achievement of one or more performance measures. The ultimate number of shares is subject to adjustment based on actual peformance.

F5: Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund of the GrafTech International Holdings Inc. Savings Plan.

F6: Represents obligations whose value is based on the Common Stock through a contribution, exempt pursuant to Rule 16b-3(c), under the Company's Compensation Deferral Program. The reporting person disclaims beneficial ownership of these securities.

F7: On December 10, 2009, the Company granted 7,700 stock options under the Company's 2005 Equity Incentive Plan. The options vest in equal thirds on December 10 of each of 2010, 2011 and 2012. The vested portions of such options will become exercisable upon vesting.