CENTURYALUMINUM COMPANY LONG-TERMINCENTIVE PLAN PERFORMANCEUNIT AWARD AGREEMENT

1.  

(a)  

Target Award.  The Company hereby awards to Participant ______ Performance Units as a Target Award for the Plan Period extending from January 1, 2008 through December 31, 2010 (the “Plan Period”).

(b)  

Earned Performance Unit Award.  The number of Performance Units actually earned will be based on the Performance Goals established for the Plan Period under the LTIP.

(c)  

Value and Payment of Earned Performance Unit Awards.  The value payable to Participant for an Earned Performance Unit Award shall equal $1 for each Performance Unit actually earned.  Payment shall be made during the calendar year that begins immediately after the end of the Plan Period.

(d)  

Termination of Employment.  Termination of employment with the Company and its Subsidiaries prior to the end of the Plan Period for any reason other than death, Disability, Retirement, Termination Other than for Cause, or other reason approved by the Committee shall result in forfeiture of all opportunity to receive an Earned Performance Unit Award.  A pro-rated portion of an Earned Performance Unit Award will be paid if employment with the Company and its Subsidiaries is terminated prior to the end of the Plan Period due to death, Disability, Retirement, Termination Other than for Cause, or other reason approved by the Committee.  The pro-rated portion shall be determined by multiplying the Earned Performance Unit Award by a fraction, the numerator of which is the number of weeks of full employment by the Company or a Subsidiary during such Plan Period and the denominator of which is 156.   Payment of such a pro-rated Earned Performance Unit Award will be made during the calendar year that begins immediately after the end of the Plan Period.

2.  

Change of Control.  Notwithstanding anything to the contrary in this Agreement, upon a Change of Control of the Company, all Performance Units outstanding hereunder shall vest and become payable in an amount equal to the Target Award, or a multiple of up to 200% of the Target Award as may be determined by the Committee in light of considerations deemed appropriate by the Committee.  Payment of vested Performance Units shall be made as soon as practicable but not later than 2-1/2 months after the Change of Control (or within such other time period as may be required under Section 409A); provided, however, that payment of the Performance Units shall not be accelerated unless the Change of Control satisfies the requirements for a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as determined pursuant to Treasury Regulations or other applicable guidance issued under Section 409A. Notwithstanding the provisions of Section 10, the acceleration of vesting of Performance Units pursuant to the LTIP and this provision shall not supersede, and shall be subject to, such greater rights as Participant may be entitled to under any severance protection or other agreement with the Company.

3.  

Designation of Beneficiaries.  On a form provided to the Company, Participant may designate a beneficiary or beneficiaries to receive, in the event of Participant’s death, all or part of any amounts to be distributed to Participant under the Agreement.

4.  

Data Privacy.  Participant hereby acknowledges that to perform its requirements under the LTIP, the Company and its Subsidiaries may process sensitive personal data about Participant.  Such data include but are not limited to the information provided above and any changes thereto and other appropriate personal and financial data about Participant.  Participant hereby gives explicit consent to the Company to process any such personal data and/or sensitive personal data.  The legal persons for whom such personal data are intended are the Company and any of its Subsidiaries and representatives, including consultants. Participant has been informed of his/her right of access and correction to his/her personal data by applying to the Company's director of human resources.

5.  

Employee Rights.  Participant may not assign or transfer his or her rights under the Agreement except as expressly provided under the LTIP.  The Agreement does not create a contract of employment between Participant and the Company or any of its Subsidiaries, and does not give Participant the right to be retained in the employment of the Company or any of its Subsidiaries; nor does it imply or confer any other employment rights, or confer any ownership, security or other rights to Company assets.  The LTIP Award provided herein is solely within the discretion of the Company, is not intended to constitute a part of Participant’s wages, ongoing or otherwise, and no inference should be drawn or permitted that the grant herein suggests Participant will receive any subsequent grants. If any subsequent grant is in fact made, it shall be in the sole discretion of the Company and the Company is under no obligation to make any future grant or to consider making any future grant.  The value of the Performance Units awarded under the Agreement (either on the date of LTIP Award or at the time of vesting) shall not be included as compensation or earnings for purposes of any other benefit plan offered by the Company.

6.  

Recoupment.  The LTIP Award provided under the Agreement shall be subject to recoupment by the Company under and in accordance with the provisions of any Incentive Compensation Recoupment Policy that may be adopted by the Board from time to time.

7.  

Delaware Law.  This Agreement and all related matters shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, and any applicable federal law.  The invalidity or illegality of any provision herein shall not be deemed to affect the validity of any other provision.

8.  

Section 409A.  Participant acknowledges that Participant’s receipt of certain benefits under this Agreement otherwise payable upon termination of employment may be subject to Section 409A of the Code.  If the Company determines that the Participant is a “specified employee” (as defined under Section 409A) at the time of termination of employment, payment shall be delayed until six months and one day following termination of employment if the Company determines that such delayed payment is required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. In addition, to the extent that Participant’s benefits under this Agreement are payable upon a termination of employment and are subject to Section 409A, a “termination of employment” shall be interpreted to mean a “separation from service” which qualifies as a permitted payment event under Section 409A of the Code.

9.  

Withholding.  The Company and its Subsidiaries shall have the right to deduct from any payments of any kind due to the recipient hereunder, or to otherwise require payment by the recipient, of the amount of any federal, state or local taxes required by law to be withheld with respect to the amounts earned under the Agreement.  The Company is not responsible for any tax consequences to Participant relating to the Agreement.  Participant alone is responsible for these tax obligations, and hereby agrees to indemnify the Company from any loss or liability it suffers as a result of the failure by Participant to pay such tax obligations

10.  

Entire Agreement.  The LTIP and this Agreement constitute the entire agreement between the Company and Participant pertaining to the subject matter hereof, supersedes all prior or contemporaneous written or verbal agreements and understandings between the parties in connection therewith, and shall not be modified or amended except by written instrument duly signed by the parties.  No waiver by either party of any default under the Agreement shall be deemed a waiver of any later default.  The various provisions of the Agreement are severable in their entirety.  Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provision.  The Committee shall have the sole and complete authority and discretion to decide any questions concerning the application, interpretation or scope of any of the terms and conditions of the Agreement, and its decisions shall be binding and conclusive upon all interested parties.  This Agreement shall be binding upon and inure to the benefit of the successors, assigns and heirs of the respective parties.