EXHIBIT 10.54
                      SECOND AMENDMENT TO THE UCAR CARBON
                            EQUALIZATION BENEFIT PLAN



                  In accordance with Article VI, Section 2 of the UCAR Carbon

Equalization Benefit Plan (the "Plan"), the Plan is hereby amended as follows:

                  1.  The GENERAL section of the Plan is amended to add the

following new paragraph immediately before the last paragraph thereof:

                      "This Plan shall also apply to any participants in
                      the Corporation's Selective Severance Program ("SSP")
                      if such participant is otherwise entitled to a
                      benefit under this Plan."

                  2.  A new Section 2 shall be added to Article I
                      of the Plan to read as follows:

                      "SECTION 2. An individual shall also be a Participant
                      in this Plan if he or she is a participant in the SSP
                      and is entitled to a benefit under this Plan pursuant
                      to Section 1 above."

                  3.  A new Article VIA is added to the Plan to read as follows:

                                  "ARTICLE VIA

                           SELECTIVE SEVERANCE PROGRAM

                  SECTION 1.  This Article VIA shall apply to participants in
the SSP.


                  SECTION 2.  The following terms shall have the designated
meanings for purposes of this Article VIA:

                     (i)   "SP" or "SUPPLEMENTAL PENSION" is the amount a
                           Participant's supplemental pension benefit under the
                           SSP, and shall mean the amount determined as the sum
                           of A, B and C, where:

                           A=   1.8% of average monthly Compensation,
                           B=   .9% of average monthly Compensation if the
                                Participant has five or more Years of Credited
                                Service, and 0 if the Participant has fewer than
                                five Years of Credited Service, and

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                           C=   one-third of 1% of average monthly
                                Compensation times the Participant's number of
                                whole Years of Credited Service in excess of
                                ten.

                           Average monthly Compensation and Years of Credited
                           Service for purposes of the foregoing formula shall
                           have the same meanings as set forth in Section 5.8 of
                           the Retirement Plan, determined without regard to the
                           limitations of Code Section 401(a)(17). The benefit
                           determined under the foregoing formula is defined to
                           be a fifteen-year certain benefit.

                     (ii)  "FSP" or "FORMER SEVERANCE PLAN BENEFIT" shall mean
                           the applicable benefit amount calculated under the
                           Corporation's Selective Severance Program as in
                           effect prior to January 1, 2001.

                     (iii) "FSP" or "QUALIFIED SUPPLEMENTAL PENSION" shall mean
                           the amount of a Participant's Supplemental Pension,
                           if any, payable under the Retirement Plan after the
                           limitations of Code Section 415 and Code Section
                           401(a)(17) have been applied.


                  SECTION 3. The provisions of this Section 3 shall apply if
the actuarial equivalent lump sum value of a Participant's QSP is greater than
his or her FSP.

                     (a)   For Participants subject to this Section 3, the
                           excess of the actuarial equivalent lump sum value of
                           the Participant's QSP amount over his or her FSP
                           amount is referred to as the "Benefit Reduction
                           Amount" when expressed as an actuarial equivalent
                           life annuity.

                     (b)   A Participant's Benefit Reduction Amount shall be
                           used first to offset the amount of the Participant's
                           benefit, if any, under the Enhanced Retirement Income
                           Plan.  If the Participant has no Enhanced Retirement
                           Income Plan benefit or the Participant's Benefit
                           Reduction Amount has reduced the Participant's
                           Enhanced Retirement Income Plan benefit to zero, but
                           there is still a remaining Benefit Reduction Amount,
                           then the remaining Benefit Reduction Amount shall be
                           used to offset the amount of the Participant's
                           benefit, if any, under this Plan, except that the
                           Participant's benefit under this Plan shall not be
                           reduced to below 0."

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                  4.  The provisions of this Second Amendment shall be effective

as of January 1, 2001.

                                        UCAR CARBON COMPANY INC.



                                        By: /s/ John Arnold
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