EXHIBIT 10.41(b)


                             FIRST AMENDMENT TO THE
                           UCAR CARBON RETIREMENT PLAN
                           ---------------------------


               The UCAR  Carbon  Retirement  Plan (the  "Plan")  is  amended  as
follows:

               1.  Section  2.5.(h) of the Plan is amended  and  restated in its
entirety to read as follows:

                  "(h) Any  individual  who  becomes a  part-time  or  temporary
                  employee,   unless  such  individual's  employment  status  is
                  changed from  full-time to part-time by action of an Employer.
                  For purposes of this Section  2.5(h),  any  individual  who is
                  scheduled to work (and actually  works) no more than 999 hours
                  a year will be considered a part-time employee. Any individual
                  hired to work of a temporary  nature  without the intention of
                  re-employing such individual intermittently will be considered
                  a temporary employee".

               2. Section 8.4. of the Plan is amended by inserting the following
new subsection (c) at the end thereof:

                  "(c) Limitations on Adjustments.
                       ---------------------------

                  (i) Except as provided in subparagraph (ii) below for purposes
                  of adjusting any benefit for  limitation  under Section 8.4(a)
                  of this Plan, the interest rate  assumption  shall not be less
                  than the greater of 5 percent or the rate  provided in Section
                  1.2 of this Plan.

                  (ii) For purposes of adjusting  the benefit or  limitation  of
                  any form of benefit  subject to Code  Section  417(e)(3),  the
                  applicable   interest   rate  (as  defined  in  Code   Section
                  417(e)(3)) shall be substituted for 5 percent.

                  (iii) For purposes of adjusting any  limitation  under Section
                  8.4(b) of this Plan, the interest rate assumption shall not be
                  the  greater  of the  lesser  of 5% of the rate  specified  in
                  Section 1.2 of this Plan.

                  (iv) For purposes of this Section 8.4(c), no adjustments under
                  Code Section  415(d)(1) shall be taken into account before the
                  year for which such adjustment first takes effect.

                  (v) For purposes of adjusting any benefit or limitation  under
                  this Section 8.4, the mortality  table used shall be the table
                  prescribed by the secretary.  Such table shall be based on the
                  prevailing commissioners' standard table used to



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                  determine  reserves for group annuity  contracts issued on the
                  date the adjustment is being made.

               3. The provisions of this First  Amendment  shall be effective as
of February 25, 1991.

                                                        UCAR CARBON COMPANY INC.



                                                        By: /s/ John C. Arnold
                                                           -------------------



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