X0303 4 2009-04-01 0000931148 GRAFTECH INTERNATIONAL LTD GTI 0001041749 BARNARD PETRUS J C/O GRAFTECH INTERNATIONAL LTD. 12900 SNOW ROAD PARMA OH 44130 0 1 0 0 VP, Pres. Industrial Materials Common Stock 2009-04-01 4 A 0 28409 0 A 28409 D Common Stock 2009-04-01 4 S 0 17281 6.4482 D 11128 D Common Stock 43347 D Common Stock 21051 D Common Stock 30000 D Common Stock 38437 D Common Stock 5172 I By Savings Plan Common Stock 1467 I By Compensation Deferral Plan Time options (right to buy) 5.46 2015-04-01 Common Stock 100000 100000 D Time options (right to buy) 8.56 2010-12-10 Common Stock 60000 60000 D Time options (right to buy) 8.85 2011-09-25 Common Stock 45000 45000 D The reported sale transaction is to report the satisfaction of income taxes. In response to the current economic environment, the Board previously elected to make payment of 50% of the award payable under the Company's 2008 annual incentive plan by granting shares (with a value on March 31, 2009 equal to that amount) under the Company's 2005 Equity Incentive Plan. Represents the number of shares so issued and number of shares sold pursuant to a duly adopted Section 10b5-1 trading plan to pay withholding taxes associated with the incentive plan award, receipt of which were conditioned upon the executive's continued employment as of April 3, 2009. 17,281 of the 28,409 shares were sold pursuant to the Section 10b5-1 trading plan to cover withholding taxes. On October 23, 2006, the Company granted 50,000 restricted shares under the Company's Management Long Term Incentive Program, all of which will cliff vest in February 2010, subject to accelerated vesting if certain performance targets were met. One-third of such shares vested in each of February 2008 and 2009. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes. On October 4, 2007, the Company granted 24,000 restricted shares under the Company's Management Long Term Incentive Program. One-third of the Restricted Shares shall vest on each of February 26, 2010 and February 28, 2011, but only if certain performance targets are met. One-third of such shares vested February 27, 2009. The holdings are net of shares previously withheld, or sold under a Rule 10b5-1 trading plan, to cover withholding taxes. On December 15, 2008, the Company granted 30,000 performance shares under the Company's Management Long Term Incentive Program, which represent the right to receive shares contingent upon the achievement of one or more performance measures. Shares that are earned upon the attainment of applicable performance targets shall vest on February 29, 2012. The ultimate number of shares is subject to adjustment based on actual peformance. Represents the number of shares attributable to the reporting person's participation in the Company Stock Fund option of the GrafTech International Savings Plan. 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. All such options have fully vested. /s/John D. Moran, Attorney-in-Fact for Petrus J. Barnard 2009-04-03