GRAFTECH INTERNATIONAL LTD — Director's Dealing 2010

Mar 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAFTECH INTERNATIONAL LTD (GTI)
CIK: 0000931148
Period of Report: 2010-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-26	Common Stock	F	1160	$12.49	Disposed	1840	Direct
2010-02-26	Common Stock	F	555	$12.49	Disposed	2312	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5400	Direct
Common Stock	3900	Direct
Common Stock	7600	Direct
Common Stock	12896	Direct
Common Stock	8365	Indirect
Common Stock	13544	Indirect

Holdings (Derivative)

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

Footnotes

F1: Represents tax withholding on 3,000 restricted shares that vested February 26,2010.

F2: Represents performance shares, 1,434 of which (prior to tax withholding) vested on February 26, 2010 and 1,433 of which will vest on February 28, 2011, but only if certain performance targets are met. 555 of the 1,434 shares that vested were withheld to cover withholding taxes due upon vesting. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes.

F3: On December 10, 2009, the Company granted 5,400 performance shares under the Company's Management Long Term Incentive Program, 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.

F4: On December 10, 2009, the Company granted 3,900 restricted shares under the Company's Management Long Term Incentive Program. One-third of the restricted shares vest on December 10 of each of 2010, 2011 and 2012.

F5: 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.

F6: Represents the number of units attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Holdings Inc. Savings Plan.

F7: Represents obligations whose value is based on 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.

F8: On December 10, 2009, the Company granted 7,700 stock options under the Company's Management Long Term Incentive Program. 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.