Century Aluminum Company Amended & Restated Long-Term Incentive Plan

a material adverse change in the recipient's status, title, position or responsibilities (including reporting responsibilities) as in effect at any time within one year preceding the date of a Change in Control or at any time thereafter; the assignment to the recipient of any duties or responsibilities which are inconsistent with his status, title, position or responsibilities as in effect at any time within one year preceding the date of a Change in Control or at any time thereafter; or any removal of the recipient from or failure to reappoint or reelect him to any of such offices or positions, except in connection with the termination of his employment for disability, Cause, as a result of his death or by the recipient other than for Good Reason,

a material reduction in the recipient's annual salary or target annual bonus opportunity as in effect at any time within one year preceding the date of a Change in Control or at any time thereafter,

the Employer's requiring the recipient to be based at any place outside a 30-mile radius from the offices where he was based prior to the Change in Control (other than in connection with the relocation of the Company's headquarters from Monterey, CA to

the failure by the Company to (a) provide the recipient with compensation and benefits, in the aggregate, at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under a material employee benefit plan, program and practice in which the recipient was participating at any time within one year preceding the date of a Change in Control or at any time thereafter, or (b) permit the recipient to participate in any or all incentive, savings, retirement plans and benefit plans, fringe benefits, practices, policies and programs applicable generally to other similarly situated employees of the Company and affiliated companies of the Company (including any successors to the Company and affiliated companies of the Company),

any material breach by the Company of any provision of this Plan,

any purported termination of the recipient's employment for Cause by the Company which does not comply with the terms hereof, or

the failure of the Company to obtain an agreement, satisfactory to the recipient, from any successors and to assume and agree to perform this Plan.

On or before March 30 (or such later date as may be determined by the Committee) of the first calendar year of each Plan Period, the Committee, based on the recommendations of and in consultation with the Chief Executive Officer, as well as the Committee's independent analysis, shall, in its discretion, establish a list of Participants eligible to participate in the LTIP for the subject Plan Period and shall grant to each Participant an award under the LTIP with respect to that Plan Period (an “LTIP Award”).

If an employee is selected as a Participant at any time other than on or before the beginning of a Plan Period, the Committee may, in its discretion, based on the recommendations of and in consultation with the Chief Executive Officer, as well as the Committee's independent analysis, award such Participant a full or pro-rated LTIP Award for that Plan Period.

Each Participant's LTIP Award shall be expressed in dollars as a percentage of his or her base salary in effect as of the first day of the Plan Period to which said LTIP Award pertain (the “LTIP Award Value”).

The Committee shall determine the percentage of any LTIP Award that shall be in the form of Performance Units and in the form of Time-vesting Performance Share Units at the time the applicable LTIP Award is granted.

The Target Award for each Participant shall be established by the Committee as the product obtained by multiplying the LTIP Award Value by the percentage of the LTIP Award that has been granted in the form of Performance Units.

The Committee shall establish Performance Measures and the relative weighting for each Performance Measure, based on the recommendations of, and in consultation with, the Chief Executive Officer, as well as the Committee's independent analysis.

For each Performance Measure that warrants the establishment of numerical goals, the Committee shall establish three levels of numerical goals: threshold, target, and outstanding, and the number of Performance Units that will be earned upon the achievement of each such goal, based on the recommendations of, and in consultation with, the Chief Executive Officer, as well as the Committee's independent analysis.

With respect to strategic Performance Measures, high level goals will be described by the Committee qualitatively and the number of Performance Units that will be earned upon achievement of threshold, target and outstanding levels, based on the recommendations of, and in consultation with, the Chief Executive Officer, as well as the Committee's independent analysis.

During the calendar year that begins immediately following the end of a Plan Period, the Committee shall, based on the recommendations of, and in consultation with, the Chief Executive Officer, as well as the Committee's independent analysis, determine in its discretion the extent to which Performance Measure goals have been met for that Plan Period (including whether adjustments to such goals and/or actual results shall be made). In doing so, the Committee shall determine the amount of each Participant's Earned Performance Unit Award by measuring independently, at the conclusion of the Plan Period, Company achievement of Performance Measure goals for each Performance Measure for that Plan Period, and then taking the sum of the earned amounts for each Performance Measure. Earned Performance Unit Awards may equal from zero up to two times a Target Award.

The Committee shall have full and complete discretion, in light of considerations deemed appropriate by the Committee, to modify, based on the recommendations of and in consultation with the Chief Executive Officer, as well as the Committee's independent analysis, any Earned Performance Unit Award to increase or decrease the amount otherwise payable hereunder. This discretion shall include the right to make adjustments to the Performance Measure goals and/or actual results, to determine that an Earned Performance Unit Award shall be zero, to determine that an Earned Performance Unit Award exceeds the number of Performance Units actually earned for a Plan Period, and to provide for payment of an Earned Performance Unit Award up to 200% of the Target Award.

Earned Performance Unit Awards shall be paid, at the discretion of the Committee, in cash, at a rate of $1.00 per each Earned Performance Unit, or in shares of the

A pro-rated portion of an Earned Performance Unit Award shall be paid to a Participant whose employment by the Company or a Subsidiary is terminated prior to the end of a Plan Period due to death, Disability, Retirement or other reason approved by the Committee. The pro-rated portion payable to such Participant shall be determined by multiplying his or her Earned Performance Unit Award by a fraction, the numerator of which is the number of days of his or her full employment by the Company or a Subsidiary during such Plan Period and the denominator of which is the total number of days in such Plan Period. Payment of a pro-rated Earned Performance Unit Award will be made when Earned Performance Unit Awards are otherwise paid under the LTIP; provided that if a Participant's employment is terminated prior to the end of a Plan Period due to death, such Participant's Earned Performance Unit Award shall be deemed to be equal to such Participant's Target Award (subject to proration in accordance with the above) and payment shall occur as soon as administratively practicable following such death. The remaining portion of any Earned Performance Unit Award will be canceled and forfeited.

A Participant shall forfeit all opportunity to receive payment of Performance Units in the event of termination of his or her employment by the Company or a Subsidiary prior to the last day of the Plan Period for any reason other than death, Disability, Retirement or other reason approved by the Committee.

Time-vesting Performance Share Units granted to a Participant shall vest in full upon the last day of the Plan Period in respect of which such Time-vesting Performance Share Units are granted.

Upon a Participant's termination of employment by the Company or a Subsidiary due to Retirement, death, Disability or other reason approved by the Committee, Time-vesting Performance Share Units granted to a Participant shall vest pro rata based on the number of days of the Plan Period which have passed prior to such

Vested Time-vesting Performance Share Units will be settled for an equivalent number of shares of Common Stock of the Company as soon as practicable but no later than 2-1/2 months after the date of vesting (or within such other time period as may be required under Section 409A); provided however, that the Time-vesting Performance Share Units of a Participant who vests upon Retirement, Disability or other reason approved by the Committee shall be settled within 2-1/2 months after the last day of the Plan Period (or within such other time period as may be required under Section 409A); provided further, that the Time-vesting Performance Share Units of a Participant who vests upon death shall be settled as soon as administratively practicable following such death.

A Participant shall forfeit all opportunity to vest in or receive payment for his or her Time-vesting Performance Share Units in the event of termination of employment by the Company or a Subsidiary prior to the last day of the Plan Period for any reason other than death, Disability, Retirement or other reason approved by the Committee.

Time-vesting Performance Share Units. If, prior to the end of the applicable Plan Period, Participant (i) is Terminated Other than for Cause or (ii) terminates Participant's employment for Good Reason, in each case within two years following a Change in Control of the Company, all Time-vesting Performance Share Units outstanding hereunder shall vest pursuant to the provisions of the Stock Incentive Plan, and shall be settled as soon as practicable but not later than 2-1/2 months after such termination (or within such other time period as may be required under Section 409A). Any event or condition described above which occurs prior to a Change in Control but which the recipient reasonably demonstrates (A) was at the request of a third party, or (B) otherwise arose in connection with, or in anticipation of, a Change in Control (in each case whether or not a change in control occurs), shall be treated as if it occurred following the Change in Control for purposes of this LTIP, notwithstanding that it occurred prior to the Change in Control.

Performance Units. Notwithstanding anything to the contrary stated in any Performance Unit Award Agreement or the provisions of Section 6.B of the LTIP, if, prior to the end of the applicable Plan Period, Participant (i) is Terminated Other than for Cause or (ii) terminates Participant's employment for Good Reason, in each case within two years following a Change in Control, all Performance Units outstanding hereunder shall become Earned Performance Unit Awards in an amount equal to no less than the Target Award, or a higher multiple of up to 200% of the Target Award as may be determined by the Committee for one or more Participants in light of considerations deemed appropriate by the Committee. Payment of Earned Performance Unit Awards shall be made as soon as practicable but not later than 2-1/2 months after such termination (or within such other time period as may be required under Section 409A). Any event or condition described above which occurs prior to a Change in Control but which the recipient reasonably demonstrates (A) was at the request of a third party, or (B) otherwise arose in connection with, or in anticipation of, a Change in Control (in each case whether or not a change in control occurs), shall be treated as if it occurred following the Change in Control for purposes of this LTIP, notwithstanding that it occurred prior to the Change in Control.

Section 409A. Notwithstanding the above, settlement of Performance Units and Time-vesting Performance Share Units shall not be accelerated unless the Change in Control is also a Section 409A Change in Control.

Severance-Protection Agreements. The acceleration of vesting, settling and payment of Time-vesting Performance Share Units and Performance Units pursuant to the LTIP and any Performance Unit Award Agreement or any Time-vesting Performance Share Unit Award Agreement hereunder shall not supersede, and shall be subject to, such greater rights as a Participant may be entitled to under any severance-protection or other agreement with the Company, subject to compliance with the requirements of Section 409A.

Each grant of an LTIP Award shall be evidenced by (1) a Performance Unit Award Agreement, and (2) a Time-vesting Performance Share Unit Award Agreement, as applicable, each of such agreements to be executed on behalf of the Company by an officer designated by the Committee and to be accepted by the Participant who receives such LTIP Award. Each such agreement shall state that the portion of the LTIP Award to which it pertains is subject to all the terms and provisions of the LTIP and, in the case of Time-vesting Performance Share Units, the Stock Incentive Plan, and shall have such terms as the Committee shall approve, consistent with the provisions of the LTIP and, as applicable, the Stock Incentive Plan.

The Committee has full power and authority to amend, modify, terminate, construe, interpret and administer the LTIP. Any interpretation of the LTIP by the Committee or any action or decision by the Committee administering the LTIP shall be final and binding on all Participants.

In carrying out its duties hereunder the Committee may in its discretion (1) appoint such committees comprised of some or all of the members of the Committee, with such powers as the Committee shall in each case determine, (2) authorize one or more members of the Committee or any agent to execute or deliver any instrument or instruments in behalf of the Committee, and (3) employ such counsel, agents and other services as the Committee may require.