EX-10.48



 






Exhibit 10.48




Execution Copy




FIRST AMENDMENT OF THE

CENTURY ALUMINUM COMPANY

SUPPLEMENTAL RETIREMENT INCOME BENEFIT PLAN




     WHEREAS, Century Aluminum Company (the “Company”) adopted the Century Aluminum Company
Supplemental Retirement Income Benefit Plan effective as of January 1, 2001 (the “Plan”); and



     WHEREAS, the Company wishes to amend the Plan to modify the manner in which the unlimited
pension benefit (“UPB”) is calculated, to clarify that an affiliate of the Company may not amend or
terminate the Plan and to correct several typographical errors; and



     WHEREAS, the Company may so amend the Plan with the approval of the Compensation Committee
under Section 13 thereof;



     NOW, THEREFORE, effective as of January 1, 2004, the Plan is amended as follows:



     1. “UPB” is substituted for “URB” each time these letters appear in the Table of Contents and
Section 7 to correct typographical errors.



     2. Paragraph (a) of Section 1 Purpose is amended to read in full as follows:



     (a) To provide an annual retirement benefit for life to certain executives of Century Aluminum
Company and its affiliates (collectively, the “Company”), equal to the additional 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.



     3. Paragraph (a) of Section 5 Amount of Supplemental Retirement Income Benefit is amended to
read in full as follows:



     (a) Unlimited Pension Benefit (UPB). An annual retirement benefit for life shall be payable
to a Participant under the Plan equal to the additional annual benefit which would have accrued to
the Participant under the Pension Plan if the annual benefit
and compensation limitations described in subparagraphs (i) and (ii) below were not applicable
and if the calculation of “Final Average Monthly Compensation” 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.



     3. The first sentence of paragraph (a) of Section 13 Amendment or Termination of the Plan is
amended to read as follows:



          Century Aluminum Company, with the approval of the Compensation Committee, reserves the right
to amend or terminate the Plan, or any part thereof, in such manner as it may determine, at any
time and for any reason.



     TO RECORD THE ADOPTION OF THIS FIRST AMENDMENT OF THE PLAN WITH THE APPROVAL OF THE
COMPENSATION COMMITTEE, Century Aluminum Company has caused this document to be executed on its
behalf by its duly authorized officer.


	 	 	 	 	 
	 	CENTURY ALUMINUM COMPANY

 	 
	Dated: October 1, 2004 	By:  	/s/ Gerald J. Kitchen
 	 
	 	 	Name:  	Gerald J. Kitchen 	 
	 	 	Title:  	Executive Vice President, General

Counsel, Chief Administrative Officer and

Secretary 	 
	 





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