CenturyAluminum Company

A.  

The list of Participants eligible to participate in the AIP for the given Plan Year;

B.  

The Target Award (defined as a percentage of salary) for each of such Participants;

C.  

Performance measures to be used for the given Plan Year, which shall consist of:

(i)  

Operating measures (comprised of operating income, conversion cost, safety performance and such other parameters as may be determined by the Committee based on recommendations from, and in consultation with, the Chief Executive Officer);

(ii)  

Strategic performance measures;

(iii)  

Individual performance measures; and

(iv)  

Such other performance measures as may be determined by the Committee in its discretion, based on recommendations from, and in consultation with, the Chief Executive Officer, to be of material importance to the growth and profitability of the Company;

D.  

Weighting of performance measures used in the AIP for the given Plan Year, as set forth in Annex A, as the same may from time to time be amended by the Committee in its discretion, based on recommendations from, and in consultation with, the Chief Executive Officer, and also the Committee’s independent analysis; and

E.  

The following additional elements:

(i)  

With respect to performance measures that warrant numerical goals, the Committee shall approve goals and associated payments at each of threshold, target and outstanding levels;

(ii)  

With respect to strategic performance measures, high level goals will be described by the Committee qualitatively and associated payments will be established for achievement of threshold, target and outstanding levels;

(iii)  

With respect to individual performance measures, high level goals will be described by the Committee qualitatively and associated payments will be established for achievement of threshold, target and outstanding levels; and

(iv)  

With respect to any other performance measures that may be established by the Committee, associated goals and payment levels shall be set in the manner determined by the Committee.

A.  

Participant Awards in connection with a Plan Year shall be the sum of the payments earned with respect to the achievement of goals for each performance measure established for that Plan Year by the Committee under Section 4.

B.  

In the first quarter of the year following the subject Plan Year, the Committee shall, based on the recommendations of, and in consultation with, the Chief Executive Officer, determine for that Plan Year, Company performance against the pre-determined operating goals.  The Committee shall also, based upon the recommendations of, and in consultation with, the Chief Executive Officer, as well as the Committee’s independent analysis, subjectively assess the Company’s achievement of strategic goals and each Participant’s achievement of individual goals for that Plan Year.

C.  

With respect to a Plan Year, the Committee shall have the discretion to determine, based upon the recommendations of, and in consultation with, the Chief Executive Officer, as well as the Committee’s independent analysis, the extent to which goals have been met, including whether adjustments to goals, or the weighting of performance measures, and/or actual results should be made.  The Committee shall have the discretion to increase, decrease or eliminate at any time prior to payment the amount otherwise payable in connection with a Participant Award for the subject Plan Year.  In using its discretion hereunder the Committee shall take into account such factors as it deems appropriate, including adjustments for variances due to market developments (e.g., changes in the LME, the Midwest Premium, accounting changes) and for changes in underlying assumptions when the performance measures and goals were set.

D.  

A pro-rated portion of a Participant Award shall be paid to a Participant whose employment by the Company or a Subsidiary is terminated prior to the end of a Plan Year due to death, Disability, Retirement, Termination Other than for Cause, or other reason approved by the Committee. The pro-rated portion payable to such Participant shall be determined by multiplying his or her Participant Award by a fraction, the numerator of which is the number of weeks of his or her full employment by the Company or a Subsidiary during such Plan Year and the denominator of which is 52.  Payment of a pro-rated Participant Award will be made when Participant Awards are otherwise paid under the AIP.

E.  

If a Participant’s employment with the Company or a Subsidiary has been terminated prior to the last business day of a Plan Year, other than by death, Disability, Retirement, Termination Other than for Cause, or other reason approved by the Committee, no Participant Award shall be payable to such Participant with respect to that Plan Year.

F.  

Participant Awards shall be paid to Participants in cash.  In the event of the death of a Participant prior to the payment of a Participant Award, payment shall be made to his or her beneficiary, or if no beneficiary has been designated or if a beneficiary who has been designated dies prior to the receipt of payment, the Participant Award shall be paid to the personal representative of the Participant.  Each Participant Award shall be paid during the calendar year that begins immediately following the end of the Plan Year for which such Participant Award is made.  Notwithstanding the foregoing provision as to payment of Awards in cash, the Committee shall have the discretion to pay a Participant Award in shares of Common Stock of the Company pursuant and subject to all of the terms and provisions of the Company’s Amended and Restated 1996 Stock Incentive Plan if the Committee determines it is prudent to do so, given Company cash constraints or other relevant circumstances.

A.  

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

B.  

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.

C.  

Pursuant to the direction of the Chief Executive Officer, the Company shall follow such procedures as the Chief Executive Officer or the Chief Executive Officer’s designees deem necessary and appropriate to implement the provisions of the AIP.

Operating Measures (Corporate)

Operating Income

Conversion Cost

Safety (TCIR)

Strategic Measures (Corporate)

Individual Discretionary Measures (Individual)

Total