S-8 POS

As filed with the Securities and Exchange Commission on July 26, 2006
Registration No. 333-95546

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GRAFTECH INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	06-1385548
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

12900 Snow Road
Parma, Ohio 44130
(216) 676-2000
(Address of Principal Executive Offices, Including Zip Code)

UCAR International Inc.
1995 Equity Incentive Plan
(Full Title of the Plan)

Gary R. Whitaker, Esq.
General Counsel, Vice President and Secretary
12900 Snow Road
Parma, Ohio 44130
(Name and Address of Agent for Service)

(216) 676-2426
(Telephone Number, Including Area Code, of Agent for Service)

Copy To:
M. Ridgway Barker, Esq.
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT 06901
(203) 324-1400

DEREGISTRATION OF SECURITIES

        GrafTech International Ltd. (the “Registrant”) is filing this post-effective amendment to deregister securities registered for issuance pursuant to the UCAR International Inc. 1995 Equity Incentive Plan (as amended and restated, the “Plan”) on Registration Statement on Form S-8, No. 33-95546 (the “Registration Statement”). The Registration Statement registered 500,000 shares of common stock, par value $.01 per share, of the Registrant for issuance in accordance with the Plan. All remaining unissued shares are hereby deregistered.

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ITEM 8.   EXHIBITS.

        The following opinions, consents and other documents are attached hereto as exhibits:

Exhibit No. Description

4 The UCAR International Inc. 1995 Equity Incentive Plan (incorporated by reference to Exhibit 10.54, UCAR International Inc. Registration Statement on Form S-1, No. 33-94698).

5 Opinion of Kelley Drye & Warren LLP regarding legality of the securities being registered (previously filed).

23.1 Consent of KPMG Peat Marwick LLP (previously filed).

23.2 Consent of Kelley Drye & Warren LLP (included in Exhibit 5) (previously filed).

24.1 Power of Attorney for R. Eugene Cartledge.*

24.2 Power of Attorney for Mary B. Cranston.*

24.3 Power of Attorney for John R. Hall.*

24.4 Power of Attorney for Ferrell P. McClean.*

24.5 Power of Attorney for Michael C. Nahl.*

24.6 Power of Attorney for Craig S. Shular.*

24.7 Power of Attorney for Harold E. Layman.*

24.8 Power of Attorney for Frank A. Riddick, III.*

__________________

* Filed herewith

3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parma, State of Ohio, on the 25th day of July, 2006.

GRAFTECH INTERNATIONAL LTD.


By:  /s/ Mark Widmar                                           
        Name:   Mark Widmar
        Title:    Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures

Title Date        

* Craig S. Shular Chief Executive Officer, President and
Director (Principal Executive Officer) July 25, 2006

/s/ Mark Widmar Mark Widmar Chief Financial Officer and Vice
President (Principal Accounting Officer) July 25, 2006

* R. Eugene Cartledge Director July 25, 2006

* Mary B. Cranston Director July 25, 2006

* John R. Hall Director July 25, 2006

* Harold E. Layman Director July 25, 2006

* Ferrell P. McClean Director July 25, 2006

* Michael C. Nahl Director July 25, 2006

* Frank A. Riddick, III Director July 25, 2006

*By            /s/ Mark Widmar                  
         Mark Widmar,
         Chief Financial Officer,
         as Attorney-in-fact

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EXHIBIT INDEX

Exhibit No. Description

4 The UCAR International Inc. 1995 Equity Incentive Plan (incorporated by reference to Exhibit 10.54, UCAR International Inc. Registration Statement on Form S-1, No. 33-94698).

5 Opinion of Kelley Drye & Warren LLP regarding legality of the securities being registered (previously filed).

23.1 Consent of KPMG Peat Marwick LLP (previously filed).

23.2 Consent of Kelley Drye & Warren LLP (included in Exhibit 5) (previously filed).

24.1 Power of Attorney for R. Eugene Cartledge.

24.2 Power of Attorney for Mary B. Cranston.

24.3 Power of Attorney for John R. Hall.

24.4 Power of Attorney for Ferrell P. McClean.

24.5 Power of Attorney for Michael C. Nahl.

24.6 Power of Attorney for Craig S. Shular.

24.7 Power of Attorney for Harold E. Layman.

24.8 Power of Attorney for Frank A. Riddick, III.

5

EX-24

Exhibit 24.1

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ R. Eugene Cartledge     

Print Name: R. Eugene Cartledge

EX-24

Exhibit 24.2

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Mary B. Cranston     

Print Name: Mary B. Cranston

EX-24

Exhibit 24.3

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ John R. Hall      

Print Name: John R. Hall

EX-24

Exhibit 24.4

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Ferrell P. McClean       

Print Name: Ferrell P. McClean

EX-24

Exhibit 24.5

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Michael C. Nahl    

Print Name: Michael C. Nahl

EX-24

Exhibit 24.6

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Craig S. Shular      

Print Name: Craig S. Shular

EX-24

Exhibit 24.7

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Harold E. Layman        

Print Name: Harold E. Layman

EX-24

Exhibit 24.8

POWER OF ATTORNEY

      The undersigned hereby:

    (i)        constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of GrafTech International Ltd. (the “Company”), and each of them individually, with full power of substitution and resubstitution (collectively, the “Attorneys-in-Fact,” and, individually, an “Attorney-in-Fact”), to be the undersigned’s true and lawful representative, agent, proxy and attorney-in-fact, for him or her and in his or her name, place and stead, in any and all capacities, to:

    (a)        prepare, act on, execute, acknowledge, publish (including website posting) and deliver to and file with the Securities and Exchange Commission, (the“SEC”), any and all other domestic and foreign securities law administrators, any and all domestic and foreign securities exchanges and markets, the Corporation and counsel to and accountants for the Corporation any and all registration statements, applications, notices, certificates, reports, prospectuses and other instruments, agreements and documents, and any and all schedules, exhibits, supplements and amendments thereto, necessary or appropriate in connection with:

    (1)        registration or qualification with the SEC or any such other securities law administrator under the Securities Act of 1933, as amended, or any other securities law, for any purpose (including, without limitation, issuance, delivery or resale), of securities which have been or may be issued, sold or delivered, or may be or become issuable, saleable or deliverable, under any compensation, incentive or benefit plan of the Corporation or any of its subsidiaries (collectively, the “Company”), or securities which are now or hereafter held, owned or acquired by any director, officer or employee of the Company, which any director, officer or employee of the Company may now or hereafter have the right to acquire or which may now or hereafter become issuable, saleable or deliverable to any director, officer or employee of the Company (in each case, directly, indirectly, beneficially or otherwise);

    (2)        listing of such securities on the New York Stock Exchange or any other securities exchange or market (or the grant of unlisted trading privileges thereon); and

    (3)        application for or compliance with any exemption from any such registration, qualification or listing; and

    (b)        request and obtain from any and all third parties, including brokers, employee benefit plan administrators and trustees, any and all information with respect to (1) ownership and holding of and transactions in securities of the Company and (2) transactions with or involving the Company and to use and disclose such information,

     in each case as necessary, appropriate, convenient or expedient in connection with the foregoing; and

    (ii)        authorizes any and all such third parties to provide and disclose such information to any and all of the Attorneys-in-Fact or their agents;

    (iii)        grants to any and all of the Attorneys-in-Fact the full right, power and authority to do any and all such things and take any and all such actions which may be necessary, convenient, expedient or appropriate in connection with the foregoing, as fully for all intents and purposes as he or she might or could do or take; and

    (iv)        approves, ratifies and confirms all that any and all of the Attorneys-in-Fact may lawfully do or cause to be done by virtue hereof.

        The undersigned hereby agrees that any and all of the Attorneys-in-Fact may rely on information provided or disclosed orally or in writing by or on behalf of the undersigned or such third parties without independent verification thereof;

        The validity of this Power of Attorney shall not be affected in any manner by reason of (i) the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than those named herein or (ii) the death, disability or incompetence of the undersigned.

        This Power of Attorney shall remain in effect as long as the undersigned remains employed by the Company or its subsidiaries or a director of the Company, unless it is revoked as described in the next sentence. This Power of Attorney may be revoked only by written notice to each Attorney-in-Fact, delivered personally or by registered mail or certified mail, return receipt requested. No such revocation shall be effective as to any Attorney-in-Fact until such notice of revocation shall have been actually received and read by him or her. All third parties may deal with each Attorney-in-Fact as if such Attorney-in-Fact was the undersigned, without undertaking or having any duty to undertake any investigation as to whether this Power of Attorney has been revoked or otherwise becomes invalid.

        The undersigned acknowledges that it is his or her responsibility to pre-clear with the General Counsel all proposed transactions in securities of the Company and that this Power of Attorney does not relieve the undersigned from any responsibility for compliance with the obligations of the undersigned under the Exchange Act, including the reporting requirements under Section 16 of the Exchange Act.

        IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 27th day of June, 2006.

Signature: /s/ Frank A. Riddick, III        

Print Name: Frank A. Riddick, III