EXHIBIT 10.42
                                FIRST AMENDMENT
                                     TO THE
                            UCAR CARBON COMPANY INC.
                            BENEFITS PROTECTION TRUST

                  The UCAR Carbon Benefits Protections Trust (Amended and

Restated as of November 20, 2000) (the "Trust") is hereby amended as follows:

                  1.    Paragraph (c) of Article SEVENTEENTH is amended by

adding the following sentence at the end thereof to read as follows:

                              "Notwithstanding the foregoing, upon the
                  termination of the Trust any common stock of UCAR
                  International Inc. remaining in the Trust which was
                  contributed by UCAR International Inc. shall be returned to
                  UCAR International Inc.

                  2.    Paragraph (d) of Article SEVENTEENTH is amended by

adding the following sentence immediately prior to the last sentence thereof to

read as follows:

                              "Notwithstanding the foregoing, upon the
                  termination of the Trust any common stock of UCAR
                  International Inc. remaining in the Trust which was
                  contributed by UCAR International Inc. shall be returned to
                  UCAR International Inc."

                  3.    Paragraph (b) of Article EIGHTEENTH is amended in its

entirety to read as follows:

                  "(b)  Notwithstanding any provision of this Agreement to the
         contrary, the assets of the Trust shall at all times be subject to
         claims of the creditors of the Company. In addition, any common stock
         of UCAR International Inc. held by the Trust which has been contributed
         to the Trust by UCAR International Inc. will also be subject to the
         claims of the general creditors of UCAR International Inc. under
         Federal and state law. In the event that (1) a final judicial
         determination is entered that the Company, or UCAR International Inc.
         is unable to pay its debts as such debts mature or (2) there shall have
         been filed by or against the Company or UCAR International Inc. in any
         court or other tribunal either of the United States or of any State or
         of any other authority now or hereafter exercising jurisdiction, a
         petition in bankruptcy or insolvency proceedings or for reorganization
         or for appointment of a receiver or trustee of all or substantially all
         of the Company's or UCAR International Inc.'s property under the
         present or any future Federal bankruptcy code or any other present or
         future applicable






         Federal, State or other bankruptcy or insolvency statute or law, then
         the Trustee shall not make payments for the Trust to any Participant or
         Beneficiary, but under either of such circumstances, the Trustee shall
         deliver any property held in the Trust only as a court or other
         tribunal of competent jurisdiction may direct to satisfy the claims of
         the Company's or UCAR International Inc.'s creditors. The Trustee shall
         resume payments under the terms of the Trust only after determining
         judicial decision to that effect. The Chief Financial Officer of the
         Company or UCAR International Inc., or an employee of the Company or
         UCAR International Inc. with duties similar to those of a Chief
         Financial Officer, and the Board of Directors of the Company or UCAR
         International Inc. shall have the duty to inform the Trustee of the
         insolvency of the Company or UCAR International Inc., respectively. The
         Trustee is empowered to retain, at the expense of the Trust, counsel
         and other appropriate experts, including accountants, to aid it in
         making any determination with regard to the Company's or UCAR
         International Inc.'s insolvency under this Paragraph (b) of Article
         EIGHTEENTH."

                  4.    The amendments set forth herein shall be effective as of

November 20, 2000.

Dated: May 14, 2001


                                             UCAR CARBON COMPANY INC.



                                              By: /s/ Edward F. Kent
                                                 -----------------------------


                                              MELLON BANK, N.A.



                                              By: /s/ Christine A. Bloom
                                                 -----------------------------