CENTURY ALUMINUM COMPANY AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT INCOME BENEFIT PLAN

1.            Purpose .  The purpose of the Century Aluminum Company Amended and Restated Supplemental Retirement Income Benefit Plan (the “ Plan ”) is:

(a)           To provide an annual retirement benefit for life to certain executives of Century Aluminum Company and its affiliates (collectively, the “ Company ”), equal to any annual benefit which would have accrued to the executive under the Company’s tax qualified defined benefit pension plan covering salaried employees (the “ Pension Plan ”) if the annual benefit and compensation limits imposed by applicable tax law were not applicable and if the calculation of “Final Average Monthly Compensation” under the Pension Plan was modified in certain respects; and

(b)           To provide enhanced supplemental retirement income benefits for life to certain executives of the Company whose projected annual retirement income for life starting at their target retirement age, as determined by the Compensation Committee of the Board of Directors of the Company (“ Compensation Committee ”), (“ Target Retirement Age ”) under the Pension Plan as supplemented by any benefit described in paragraph (a) above (“ Nonenhanced Pension Plan Income ”) is estimated to be less than a specified percentage (between 40% and 60%) of the executive’s projected average annual pay (base pay plus annual cash bonus) during his final year of service (“ TargetedRetirement Income ”) due to the executive’s age and potential years of service at Target Retirement Age.

2.            Effective Date .  The Plan shall be effective as of January 1, 2001 (“ Effective Date ”).

3.            Type of Plan .  The Plan is intended to be an unfunded plan of deferred compensation for a select group of management or highly compensated employees.  As such, the Plan is a nonqualified plan for purposes of the Internal Revenue Code of 1986, as amended (the “ Code ”), and shall be subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) only to the limited extent required by law.

4.            Eligibility .  Any executive of the Company who is designated in writing as a “ Participant ” in the Plan by the Compensation Committee shall be eligible for benefits under the Plan.

5.            Amount of Supplemental Retirement Income Benefit

(a)            Unlimited Pension Benefit (UPB) .  An annual retirement benefit for life  shall be payable under the Plan to a Participant equal to the additional annual benefit which would have accrued to the Participant under the Pension Plan if certain annual benefit and compensation limitations imposed by  applicable law were disregarded and if the calculation of “Final Average Monthly Compensation” under the Pension Plan was modified as described in subparagraph (iii) below (the “ unlimited pension benefit ” or “ UPB ”), the amount of which shall be determined as follows:

           (i)           The limitation on annual benefits under the Pension Plan with respect to such Participant under Section 415 of the Code shall be disregarded;

           (ii)           The dollar limitation of Section 401(a)(17) of the Code on the amount of annual compensation that may be taken into account under the Pension Plan shall be disregarded;

           (iii)           “ Final Average Monthly Compensation ” under the Pension Plan shall be calculated by reference to “Compensation” in any three calendar years (out of the last ten calendar years of employment) which produces the highest monthly average; and

           (iv)           The annual amount payable to the Participant under the Pension Plan (after the limitations described in subparagraphs (i) and (ii) above and before the modification described in subparagraph (iii) above) shall be credited against and shall reduce the UPB payable under the Plan.

 (b)            Enhanced Retirement Benefit (“ERB”).   At the time an executive is designated as a Participant, the Compensation Committee shall, if applicable, also specify in writing the percentage to be used by the Company to estimate the Participant’s Targeted Retirement Income and, using the percentage specified with respect to the Participant, the Company shall estimate the excess of (A) over (B) based on the Participant’s current annual base pay plus his most recent cash bonus, assuming 5% annual increases in such pay until Target Retirement Age, where:

(A) is the Participant’s Targeted Retirement Income at Target Retirement Age; and

(B) is the Participant’s Nonenhanced Pension Plan Income at Target Retirement Age.

The estimated excess of (A) over (B) shall constitute the amount of the annual enhanced retirement income benefit payable under the Plan to the Participant for life if the Participant retires from the Company’s employment on or after his Target Retirement Age (“ enhanced retirement benefit ” or “ ERB ”).   Notwithstanding the immediately preceding sentence, the Participant’s ERB shall be adjusted as follows:

(i)             Increased to the extent the Participant’s ERB would be higher if his Targeted Retirement Income had been based on actual pay (base pay and cash bonuses) during any three calendar years out of his last ten calendar year of employment with the Company that produces the highest average annual pay; and

(ii)             Reduced to the extent the Participant’s Supplemental Benefit Accrual under Appendix A to the Pension Plan payable annually in excess of the annual amount that would otherwise have been payable to the Participant under the Pension Plan exceeds the Participant’s UPB.   The Participant’s ERB shall be communicated in writing by the Company to the Participant.

6.            Vesting .  A Participant’s UPB shall be “ Vested ” to the full extent such Participant is vested in the Pension Plan.  A Participant's ERB shall vest prorata upon his or her completing the requisite years of service .  “Requisite Years of Service” will be five years as a Participant in the Plan, unless otherwise determined by the Committee.  If a Participant’s employment with the Company terminates by reason of death, disability or a change in control as defined in Appendix A to the Plan (a “ Change in Control ”), or after he has completed the Requisite Years of Service for the Company, the Participant’s ERB shall be fully Vested.  If a Participant’s employment with the Company terminates for reasons other than death, disability or a Change in Control and before he has completed the Requisite Years of Service for the Company, the Participant’s ERB shall be reduced by prorata for each year of such service less than the Requisite Years of Service , and such reduced ERB shall be his Vested ERB .

7.            Time and Form of UPB Payment .  A Participant’s UPB shall be paid at the same time and in the same manner as the Participant’s Pension Plan benefits, less applicable tax withholdings.  Effective for UPB benefits that have not been made or commenced before January 1, 2009, a Participant’s UPB shall commence as of the first day of the next calendar month following the later of (a) the Participant’s termination of employment, or (b) the Participant’s attainment of age 62, without regard to the date that benefits commence under the Pension.  For purposes of calculating the amount of the Participant’s UPB, the annual amount payable to the Participant under the Pension Plan shall be assumed to be the annual benefit payable at age 62 or, if later, termination of employment, in the same form as the UPB is payable, without regard to the actual time or form of payment of benefits under the Pension Plan.  If the Participant is married when the UPB commences, then the UPB shall be paid to the Participant in the form of a 50% joint and survivor annuity with the Participant’s spouse as the joint annuitant.  If the Participant is unmarried when the UPB commences, then the UPB shall be paid to the Participant in the form of a single life annuity.  If the Participant is married and dies prior to the date that his or her UPB benefit commences, then the UPB shall be paid to the Participant's spouse as of the first day of the next calendar month following the Participant's death, or if later, the date the Participant would have attained age 62. The UPB benefit payable to the Participant's spouse upon death prior to commencement shall be an amount equal to 50% of the benefit that would have been payable to the Participant in the form of a 50% joint and survivor annuity at age 62, or date of death, if later.  Before any annuity payment has been made, a Participant may elect to change the form of payment of his or her benefit to a single life annuity, a 10-year certain and life annuity, or 75% joint and survivor annuity with the Participant’s spouse as the joint annuitant, provided that the annuities are actuarially equivalent applying reasonable actuarial assumptions, and that the change complies with the requirements of Section 409A of the Code and such procedures as the Compensation Committee may promulgate from time to time.  The payment of the UPB shall be subject to applicable tax withholding.

8.            Time and Form of Vested ERB Payment .  A Participant’s Vested ERB is payable after he terminates employment with the Company.  Any Vested ERB payable to the Participant shall be paid in cash, less applicable tax withholdings, in monthly installments starting at the time described below and ending with the month in which he dies.  Vested ERB payments shall start at the same time as the Participant’s Nonenhanced Pension Plan Income or, if he is not entitled to any Nonenhanced Pension Plan Income, the month following the month he terminated employment with the Company.  Effective for Vested ERB benefits that have not been made or commenced before January 1, 2009, a Participant’s Vested ERB shall commence as of the first day of the next calendar month following the later of (a) the Participant’s termination of employment, or (b) the Participant’s attainment of age 62, without regard to the date that benefits commence under the Pension Plan.  For purposes of calculating the amount of the Participant’s Vested ERB, the reduction applied under Section 5(b)(ii) shall be calculated assuming the Pension Plan benefit and UPB are payable in the same form as the ERB is payable (that is, a 50% joint and survivor annuity if the Participant is married and a single life annuity if the Participant is not married), and at age 62 or, if later, upon termination of employment, without regard to the actual time or form of payment of benefits under the Pension Plan or the UPB.

8A.   Section 409A .   The provisions of this Section 8A apply to all benefits payable to a Participant under the Plan, except for an amount equal to the present value of the amount to which the Participant would have been entitled under the Plan if the Participant had voluntarily terminated services without cause on December 31, 2004, and received a payment of the benefits available from the Plan on the earliest possible date allowed under the Plan to receive a payment of benefits following the termination of services, and received the benefits in the form with the maximum value.

The Plan is intended to comply, in form and operation, with Section 409A of the Code, and its provisions shall be interpreted in a manner that is consistent therewith.  Notwithstanding any other provision of the Plan to the contrary:

(a)  Payments otherwise required to be made or commence upon the termination of employment of a Participant who is a “specified employee” (within the meaning of Section 409A of the Code and applicable regulations thereunder, as determined by the Compensation Committee) at the time of such termination shall be delayed until the earlier of (i) the first business day which is at least six months and one day following the date of such termination of employment, or (ii) the death of the Participant (the “Delayed Payment Date”), with any such payments that are required to be delayed being accumulated and paid in a lump sum on the Delayed Payment Date and subsequent payments, if any, being made in accordance with the dates and terms set forth herein; provided that the Compensation Committee determines that such delayed payment is required in order to avoid a violation of Section 409A of the Code; [and provided, further, that any such delayed payments shall bear interest at an annual rate, compounded monthly, equal to the prime rate as set forth in the Eastern edition of the Wall Street Journal on the date of termination, f