TERMINATION AGREEMENT

Exhibit 10.1

TERMINATION AGREEMENT

By and Between

GLENCORE LTD.

and

CENTURY ALUMINUM COMPANY

July 7, 2008

Table of Contents

		Page #
1. Termination By Mutual Consent			1
2. Representations & Warranties of Century			3
3. Representations & Warranties of Glencore			4
4. Public Disclosure			5
5. Confidentiality			5
6. Further Assurances			5
7. Survival of Representations and Warranties			5
8. Interpretation			5
9. Expenses			5
10. Remedies; Specific Performance			6
11. Governing Law			6
12. Arbitration; Confidentiality			6
13. Severability			6
14. Amendments; Waivers			6
15. Assignments; Successors			7
16. Notices			7
17. Entire Agreement			8
18. Counterparts			8

Exhibits:
Exhibit A : 2004 Sale Contract
Exhibit B : 2004 Purchase Contract
Exhibit C : 2005 Sale Contract
Exhibit D : 2005 Purchase Contract
Exhibit E : List of Relevant Individuals for Purposes of “Knowledge” Definition

TERMINATION AGREEMENT

     THIS TERMINATION AGREEMENT is made and entered into as of July 7, 2008 (this “ Agreement ”), by and between Glencore Ltd., the United States branch of Glencore AG, a Swiss corporation (“ Glencore ”), and Century Aluminum Company, a Delaware corporation (“ Century ”).

RECITALS

     WHEREAS, the parties entered into certain swap contracts for the sale of primary unalloyed aluminum ingots (“ Ingots ”), namely (i) contract no. 162-04-68093.S for the sale of Ingots by Glencore to Century dated November 22, 2004, attached as Exhibit A hereto (“ 2004 Sale Contract ”), (ii) contract no. 162-04-68091.P for the sale of Ingots by Century to Glencore dated November 22, 2004, attached as Exhibit B hereto (“ 2004 Purchase Contract ,” and together with the 2004 Sale Contract, the “ 2004 Contracts ”), (iii) contract no. 162-05-51064.S for the sale of Ingots by Glencore to Century dated June 8, 2005, attached as Exhibit C hereto (“ 2005 Sale Contract ”), and (iv) contract no. 162-05-51065.P for the sale of Ingots by Century to Glencore dated June 8, 2005, attached as Exhibit D hereto (“ 2005 Purchase Contract ,” and together with the 2005 Sale Contract, the “ 2005 Contracts ”; and the 2004 Contracts and the 2005 Contracts, together being the “ Contracts ”), pursuant to which net payments are expected to be owed by Century to Glencore;

     WHEREAS, the parties desire to terminate the Contracts;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained, intending to be legally bound hereby, the parties agree as follows:

     1.  Termination By Mutual Consent .

          (a) Subject to Sections 1(b) and 1(c) below, the parties agree to and do hereby terminate the Contracts, and agree that such termination constitutes a full and final release and discharge of all obligations respectively owed by them under the Contracts.

          (b) The termination of Glencore’s obligations under the Contracts and the release and discharge of Glencore provided for in Section 1(a) are subject to, and shall be effective only (i) upon payment on the date of this Agreement by Glencore Investment Pty Ltd (“Glencore Investment”) of the purchase price (“ Purchase Price ”) pursuant to that certain Stock Purchase Agreement entered into as of the date of this Agreement between Century and Glencore Investment (the “ Purchase Agreement ”), and (ii) if, as of the date hereof, there is not in effect any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which has the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting or preventing its consummation.

          (c) The termination of Century’s obligations under the Contracts and the release and discharge of Century provided for in Section 1(a) are subject to, and shall be effective only (i) upon payment by Century to Glencore of the sum of US$1,820,456,792 (“ Cash Payment ”), which payment Century agrees to make immediately following receipt of the

Purchase Price, by wire transfer of immediately available funds to the bank account provided by Glencore, (ii) upon issuance by Century to Glencore Investment of the convertible preferred stock that is the subject of the Purchase Agreement, and (iii) if, as of the date hereof, there is not in effect any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which has the effect of making the transaction contemplated by this Agreement illegal or otherwise prohibiting or preventing its consummation; provided that US$505,197,592 (the “Deferred Amount”) of the Cash Payment, will be paid on August 31, 2008 (such date, the “Deferred Payment Date”), and otherwise on the terms and conditions set forth in Section 1(d) below (and the condition in clause (i) above shall apply only in respect of the amount of the Cash Payment minus the Deferred Amount).

          (d) In the event Century fails to pay the Deferred Amount on or prior to the Deferred Payment Date, Century shall make monthly payments of a minimum of US$25 million on the 1st of each month (or if not a Business Day (as defined below), the first occurring Business Day thereafter), commencing September 1, 2008 and continuing until the Deferred Amount is paid in full (each such date, a “ Installment Payment Date ”); provided that (i) in any event, Century shall pay all of the then unpaid Deferred Amount, if any, on December 31, 2009, and (ii) Century shall promptly apply the net proceeds received from any public or private offering of debt or equity securities (other than (x) issuances of securities in any business combination transaction or pursuant to employee benefit plans or arrangements, or (y) to the extent such net proceeds are used to finance the acquisition of any plant, equipment or other property or to refinance existing indebtedness) to the prepayment of the unpaid Deferred Amount; and provided, further, that Century may, at any time prior to or after the Deferred Payment Date, pay the full amount of the then unpaid Deferred Amount. Century shall provide Glencore prior written notice of each proposed prepayment of the Deferred Amount (which shall specify the date and the amount of the proposed prepayment). Interest shall accrue on the Deferred Amount that is unpaid from time to time from and including the date hereof to, but excluding, the date of payment, at the rate of LIBOR plus 2.50% per annum (based on a 360 day year), and shall be paid in arrears on August 1, 2008 and thereafter at the time of each payment of a portion (or all) of the Deferred Amount (including on the Deferred Payment Date). Upon demand of Glencore, Century shall promptly compensate Glencore for and hold it harmless from any loss, cost or expense incurred by it as a result of any payment of the Deferred Amount or any portion thereof on a day other than the Deferred Payment Date or any Installment Payment Date (if applicable). The Deferred Amount, together with all interest and other amounts due thereon or in respect thereof, shall be paid by wire transfer of immediately available funds to the bank account provided by Glencore under Section 1(c) above or such other bank account as is provided by Glencore. As used in this Section 1(d), the following terms have the indicated meanings:

          (i) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable law to close.

          (ii) “LIBOR” means (a) with respect to each date on which any portion of the Deferred Amount is scheduled to be paid and each other date on which interest is payable under this Section 1(d) (each, a “ Payment Date ”), the rate quoted at 11:00 am London time on the second Business Day before the previously occurring Payment Date (which previously occurring

Payment Date shall be deemed to be July 8, 2008, for purposes of the first interest payment on August 1, 2008) on the Reuters LIBOR screen page, for deposits in United States dollars for a one-month period, or (b) if for any reason such rate is not quoted on such screen page at such time on the date applicable with respect to any Payment Date, the average of the one-month rates offered to Glencore by three prime banks in London for a United States Dollar deposit in the amount of the scheduled payment.

          (e) Notwithstanding any other provision of this Agreement, the rights and obligations of the parties to the Contracts with respect to any and all payments owed thereunder for the month of June 2008 shall remain unaffected, and any and all such payments shall continue to be owing, and shall be paid, in accordance with the terms and conditions of the Contracts.

          (f) The parties agree and acknowledge that for U.S. federal income tax purposes, the amount paid by Century in respect of the termination of the Contracts is the Cash Payment, together with any and all interest paid under Section 1(d) above, and that Century shall treat gain or loss from termination of the Contracts as ordinary income or loss pursuant to Section 1221(a)(7) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.1221-2. Glencore shall deliver to Century a valid IRS Form W8-ECI upon the execution of this Agreement and at any other time as required by applicable law.

     2.  Representations & Warranties of Century . Century hereby represents and warrants to Glencore as follows, as of the date hereof:

          (a) Century has the corporate power and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement have been authorized by all necessary corporate actions on the part of Century. This Agreement has been duly executed and delivered on behalf of Century, and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms. Neither Century nor any of its subsidiaries is in violation of any of the provisions of its respective certificate of incorporation, bylaws or other constituent documents.

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