Form 4

FORM 4

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

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net



1. Name and Address of Reporting Person*

Layman, Harold E.

2. Issuer Name and Ticker or Trading Symbol
GrafTech International Ltd. (GTI)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

c/o GrafTech International Ltd.
1521 Concord Pike, Suite 301

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
3/18/2003

(Street)

Wilmington,, DE 19803

5. If Amendment,
Date of Original
(Month/Day/Year)
3/18/2003
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Time options (right to buy)

$2.83

3/18/03

 

A

 

5,000

 

3/18/04(1)

3/18/13

Common Stock

5,000

$2.83

5,000

D

 

Time options (right to buy)

$2.83

3/18/03

 

A

 

10,135

 

3/18/04(2)

3/18/13(3)

Common Stock

10,135

$2.83

10,135

D

 

Explanation of Responses:

(1) Such options shall vest so long as the reporting person is still a director on such date.
(2) See footnote 1.
(3) Options expire on such date unless reporting person ceases to be a director, in which event options expire four years from the date reporting person's directorship ends.

  By: /s/ Karen G. Narwold
             Karen G. Narwold, Attorney-in-fact for Harold E. Layman
**Signature of Reporting Person
March 24, 2003
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 


                           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 and the 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, any and all national securities exchanges and the Company the following Forms with respect to securities of the Company, including those which are or may be deemed to be beneficially owned or held by the undersigned:



                (1) Forms 3, 4 and 5 (including any and all amendments thereto) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder; and



                (2) Form 144 (including any and all amendments thereto) under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder; 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 ownership and holding of and transactions in securities of 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; 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:



(i) 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;



(ii) to indemnify and hold harmless the Company and the Attorneys-in-Fact against any and all losses, claims, proceedings, damages and liabilities that arise out of or are based upon any actual or alleged omission or misstatement of facts in such information;



(iii)  to reimburse the Company and the Attorneys-in-Fact for any and all legal or other expenses reasonably incurred in connection with investigating, mitigating, responding to or defending against any such loss, claim, proceeding, damage or liability (including providing documents and testimony); and



(iv) that neither the Company nor any of the Attorneys-in-Fact assumes (a) any responsibility for the compliance by the undersigned with the requirements of the Acts mentioned above or the rules or regulations thereunder, (ii) any liability for any failure to comply with such requirements or (iii) any liability for profit disgorgement or other losses, damages or penalties due to any violation of the Acts mentioned above or the rules or regulations thereunder.

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 subject to Section 16 of the Exchange Act with respect to 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 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 10th day of March, 2003.





                              Signature: /s/  Harold E. Layman

                                        ______________________________



                              Print Name: Harold E. Layman

                                        ______________________________