X0202 4 2005-10-17 0000931148 GRAFTECH INTERNATIONAL LTD GTI 0001095670 NARWOLD KAREN G C/O GRAFTECH INTERNATIONAL LTD. 1521 CONCORD PIKE, SUITE 301 WILMINGTON, DE 19803 0 1 0 0 VP, Gen. Couns., HR and Sec. Common Stock 10824 D Common Stock 2005-10-17 5 J 0 362 4.76 A 4657 I By Savings Plan. Common Stock 4780 I By Compensation Deferral Plan. Common Stock 50000 D Performance option (right to buy) 7.60 1997-12-08 2007-01-25 Common Stock 1746 1746 D Time options (right to buy) 35.00 2006-02-08 Common Stock 8000 8000 D Time options (right to buy) 39.31 2007-02-10 Common Stock 2000 2000 D Time options (right to buy) 37.60 1998-02-10 2007-02-10 Common Stock 10000 10000 D Time options (right to buy) 17.06 2008-09-29 Common Stock 9000 9000 D Time options (right to buy) 15.50 2008-12-17 Common Stock 36000 36000 D Time options (right to buy) 22.81 2009-10-01 Common Stock 10000 10000 D Time options (right to buy) 14.00 2005-02-28 2010-02-28 Common Stock 20000 20000 D Time options (right to buy) 8.56 2002-12-15 2010-12-15 Common Stock 50000 50000 D Time options (right to buy) 8.85 2011-09-25 Common Stock 57500 57500 D Stock options (right to buy) 6.56 2008-12-31 Common Stock 200000 200000 D Represents the number of units attributable to the reporting person's participation through Company matching contributions in the Company Stock Fund option of the UCAR Carbon Savings Plan. The 362 units reported in this transaction correspond to 346 shares of Common Stock at a price of $4.97 per share. Represents obligations whose value is based on the Common Stock through a contribution, exempt pursuant to Rule 16b-3(f), under the Company's Compensation Deferral Plan. The reporting person disclaims beneficial ownership of these securities. Of such shares, granted on August 31, 2005 under the Company's Long Term Incentive Plan, one-third will vest on August 31 of each of 2006, 2007, and 2008. 2,000 of such options became exercisable on each of May 2, 1996 and August 28, 1997 and 4,000 of such options became exercisable on February 8, 2004. 500 of such options became exercisable on May 2, 1996, 500 of such options became exercisable on August 28, 1997 and 1,000 of such options became exercisable on February 10, 2005. Of such options, 3,000 vested on each of May 21, 1999, July 14, 1999 and September 29, 1999. Of such options, 12,000 vested on each of May 21, 1999, July 14, 1999 and December 17, 1999. Of such options, 3,333 vested on October 1, 2000 and 6,667 will vest upon the earlier of (i) October 1, 2006 or (ii) as to 3,333 of such options, the date on which the closing price of the Company's Common Stock has been at least $27.40 per share for 20 consecutive trading days and as to the remaining 3,334 of such options, the date on which the closing price of the Company's Common Stock has been at least $31.90 for 20 consecutive trading days. Options were granted as part of annual grant. Of such options, 12,500 vested on September 25, 2001 and 45,000 vested on September 25, 2003. Of such options, one third will vest on July 31, 2006; one-third vest on July 31, 2008 or earlier on March 31, 2006 if certain 2005 performance targets are achieved; and one-third vest on March 31, 2008. /s/Karen G. Narwold 2005-11-02