EXHIBIT 10.50(a)


                                SECOND AMENDMENT
                         TO THE UCAR INTERNATIONAL INC.
                            BENEFITS PROTECTION TRUST


               The UCAR  International  Inc.  Benefits  Protections  Trust  (the
"Trust") is hereby amended as follows:

               1.  Article  SECOND,  paragraph  (a) of the Trust is  amended  by
adding a new subparagraph (6) to read as follows:

                  "(6) such cash and other property acceptable to the Trustee as
                  shall be paid or delivered to the Trustee from time to time as
                  contributions with respect to the Company's  obligations under
                  the  Enhanced   Retirement  Income  Plan,  together  with  the
                  earnings,  income,  additions  and  appreciation  thereon  and
                  thereto (all of which is hereinafter  referred to as the "ERIP
                  Account")."

               2.  Article  SECOND,  paragraph  (c) of the Trust is  amended  by
adding the words "the ERIP Account" after the words "the SRIP Account".

               3. Article  SECOND,  paragraph  (d)(1) of the Trust is amended in
its entirety to read as follows:

                  "(1) The  assets of the  Equalization  Account  may be used to
                  discharge the obligations of the Equalization Plan and, to the
                  extent the assets of the SRIP  Account or the ERIP Account are
                  insufficient,  the obligations of the Supplemental  Retirement
                  Income   Plan  and  the   Enhanced   Retirement   Income  Plan
                  respectively."

               4. Article  SECOND,  paragraph  (d)(2) of the Trust is amended in
its entirety to read as follows:

                  "(2) The assets of the SRIP  Account may be used to  discharge
                  the  obligations of the  Supplemental  Retirement  Income Plan
                  and, to the extent the assets of the  Equalization  Account or
                  the ERIP



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                  Account are insufficient,  the obligations of the Equalization
                  Plan and the Enhanced Retirement Income Plan respectively."

               5.  Article  SECOND,  paragraph  (d) of the Trust is  amended  by
adding a new subparagraph (2-a) to read as follows:

                  "(2-a) The assets of the ERIP Account may be used to discharge
                  the obligations of the Enhanced  Retirement Income Plan and to
                  the  extent the assets of the SRIP  Account  and  Equalization
                  Account are insufficient,  the obligations of the Equalization
                  Plan and the Supplement Retirement Income Plan respectively."

               6. Article  FOURTEENTH,  paragraph (d) of the Trust is amended by
adding the words "the Enhanced  Retirement Income Plan" following the words "the
Supplemental Retirement Income Plan".

               7.  Schedule 1 of the Trust is  amended  by adding the  following
sentence at the end thereof:

                  "5.      The UCAR Carbon Company Inc. Enhanced Retirement
                           Income Plan."

               8.  Schedule 2 of the Trust is  amended  by adding the  following
sentence at the end thereof:

                  "5.      The UCAR Carbon Company Inc. Enhanced Retirement
                           Income Plan."



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               9. The  amendment  set  forth  herein  shall be  effective  as of
January 1, 1996.


Dated:  July 17, 1996                                   UCAR INTERNATIONAL INC.


                                                        By: /s/ F. C. Wolf
                                                           ---------------


                                                        THE CHASE MANHATTAN BANK


                                                        By: /s/ Paula R
                                                           ------------


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