EXHIBIT 10.60
                       THIRD 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.  Article VIA of the Plan is amended to add a new

Section 4 thereto to read as follows:

                  "SECTION 4. The provisions of this Article VIA shall be
                  effective only with respect to Participants who are offered
                  participation in the SSP on or before May 31, 2001."


                  2.  The provisions of this Third Amendment shall be effective

as of May 23, 2001.


                                           UCAR CARBON COMPANY INC.



                                           By: /s/ Karen G. Narwold
                                               ---------------------------------





                                       1.