THIRD
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 (as
amended by the First Amendment of the Century Aluminum Company Supplemental
Retirement Income Benefit Plan dated effective January 1, 2004, and the Second
Amendment of the Century Aluminum Company Supplemental Retirement Income Benefit
Plan dated effective June 28, 2005, the “SERB”); and




WHEREAS,
the Company wishes to amend the SERB to comply with the requirements of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”) applicable to
nonqualified deferred compensation arrangements, and to update the claims
procedures applicable under ERISA; and




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




NOW,
THEREFORE, effective as of January 1, 2005, or such later dates as specified
herein, the SERB is amended as follows:




1.  Section
7 is amended to add the following at the end thereof:




“Effective
for UPB benefits that have not been made or commenced before January 1, 2009, a
Participant’s UPB shall commence as of the first day of the next calendar month
following the later of (a) the Participant’s termination of employment, or (b)
the Participant’s attainment of age 62, without regard to the date that benefits
commence under the Pension.  For purposes of calculating the amount of
the Participant’s UPB, the annual amount payable to the Participant under the
Pension Plan shall be assumed to be the annual benefit payable at age 62 or, if
later, termination of employment, in the same form as the UPB is payable,
without regard to the actual time or form of payment of benefits under the
Pension Plan.  If the Participant is married when the UPB commences,
then the UPB shall be paid to the Participant in the form of a 50% joint and
survivor annuity with the Participant’s spouse as the joint
annuitant.  If the Participant is unmarried when the UPB commences,
then the UPB shall be paid to the Participant in the form of a single life
annuity.  If the Participant is married and dies prior to the date
that his or her UPB benefit commences, then the UPB shall be paid to the
Participant's spouse as of the first day of the next calendar month following
the Participant's death, or if later, the date the Participant would have
attained age 62. The UPB benefit payable to the Participant's spouse upon death
prior to commencement shall be an amount equal to 50% of the benefit that would
have been payable to the Participant in the form of a 50% joint and survivor
annuity at age 62, or date of death, if later.  Before any annuity
payment has been made, a Participant may elect to change the form of payment of
his or her benefit to a single life annuity, a 10-year certain and life annuity,
or 75% joint and survivor annuity with the Participant’s spouse as the joint
annuitant, provided that the annuities are actuarially equivalent applying
reasonable actuarial assumptions, and that the change complies with the
requirements of Section 409A of the Code and such procedures as the Compensation
Committee may promulgate from time to time.  The payment of the UPB
shall be subject to applicable tax withholding.”




2.  Section
8 is amended to add the following at the end thereof:




“Effective
for Vested ERB benefits that have not been made or commenced before January 1,
2009, a Participant’s Vested ERB shall commence as of the first day of the next
calendar month following the later of (a) the Participant’s termination of
employment, or (b) the Participant’s attainment of age 62, without regard to the
date that benefits commence under the Pension Plan.  For purposes of
calculating the amount of the Participant’s Vested ERB, the reduction applied
under Section 5(b)(ii) shall be calculated assuming the Pension Plan benefit and
UPB are payable in the same form as the ERB is payable (that is, a 50% joint and
survivor annuity if the Participant is married and a single life annuity if the
Participant is not married), and at age 62 or, if later, upon termination of
employment, without regard to the actual time or form of payment of benefits
under the Pension Plan or the UPB.”




3.  A
new Section 8A is added to the SERB, immediately following Section 8, which
provides as follows:




“8A.  Section
409A.   The provisions of this Section 8A apply to all
benefits payable to a Participant under the Plan, except for an amount equal to
the present value of the amount to which the Participant would have been
entitled under the Plan if the Participant had voluntarily terminated services
without cause on December 31, 2004, and received a payment of the benefits
available from the Plan on the earliest possible date allowed under the Plan to
receive a payment of benefits following the termination of services, and
received the benefits in the form with the maximum value.




The Plan
is intended to comply, in form and operation, with Section 409A of the Code, and
its provisions shall be interpreted in a manner that is consistent
therewith.  Notwithstanding any other provision of the Plan to the
contrary:




(a)  Payments
otherwise required to be made or commence upon the termination of employment of
a Participant who is a “specified employee” (within the meaning of Section 409A
of the Code and applicable regulations thereunder, as determined by the
Compensation Committee) at the time of such termination shall be delayed until
the earlier of (i) the first business day which is at least six months and one
day following the date of such termination of employment, or (ii) the death of
the Participant (the “Delayed Payment Date”), with any such payments that are
required to be delayed being accumulated and paid in a lump sum on the Delayed
Payment Date and subsequent payments, if any, being made in accordance with the
dates and terms set forth herein; provided that the Compensation Committee
determines that such delayed payment is required in order to avoid a violation
of Section 409A of the Code; [and provided, further, that any such delayed
payments shall bear interest at an annual rate, compounded monthly, equal to the
prime rate as set forth in the Eastern edition of the Wall Street Journal on the
date of termination, from the date of termination to the date of
payment];




(b)  References
in the Plan to “termination of employment” shall mean a “separation from
service” which qualifies as a permitted payment event for purposes of Section
409A of the Code; and




(c)  No
distributions will be made under the Plan earlier or later than permitted under
the requirements of Code Section 409A.”




4.  Section
10(b) is revised to provide as follows:




“The
assets of the Trust shall be used exclusively for the uses and purposes of the
Plan and, in the event of the Company’s insolvency, the general creditors of the
Company.  Notwithstanding anything herein or any agreement with a
Participant to the contrary, the Company shall not provide for, and no provision
of the Plan shall be construed to provide for, (i) the restriction of assets to
the provision of benefits under the Plan in connection with a change in the
Company’s financial health, or in connection with any restricted period with
respect to the Pension Plan or other defined benefit plan sponsored by the
Company, or (ii) the location or transfer of Trust assets outside the United
States, in a manner that would result in the inclusion of amounts in the gross
income of the Participants pursuant to Section 409A(b) of the
Code.”




5.           Section
11(b) is revised to provide as follows:




“(b)           Unless
otherwise determined by the Compensation Committee, the Retirement Committee of
the Company (the “Retirement Committee”) shall exercise the administrative
powers and discretions of the Company provided under Section
11(a).  All actions, interpretations and decisions of the Retirement
Committee shall be conclusive and binding on all persons, and shall be given the
maximum possible deference allowed by law.”




6.           Section
12 is replaced in its entirety with the following:




“12.  Claims and Review
Procedure.




An
applicant may elect an authorized representative to act on his or her behalf in
pursuing a benefit claim or appeal.




(a)           Applications for
Benefits.  Any application for benefits under the Plan shall be
submitted to the Retirement Committee, at the principal office of the
Company.  Such application shall be in writing and shall be signed by
the applicant (or his or her authorized representative).




(b)           Denial of
Applications.  In the event that any application for benefits
is denied in whole or in part, the Retirement Committee shall provide the
applicant with written or electronic notification of the adverse benefit
determination.  Any electronic notification will comply with the
standards imposed by the regulations of the U.S. Department of
Labor.  The notification shall set forth, in a manner calculated to be
understood by the applicant, specific reasons for the denial, specific
references to the Plan provisions on which the denial was based, a description
of any information or material necessary to perfect the application, an
explanation of why such material is necessary, and an explanation of the Plan’s
review procedure and the time limits applicable to such procedures, including a
statement of the applicant’s right to bring a civil action under section 502(a)
of ERISA following a denial on review of the claim as described in Section 12(c)
below.  Such notification shall be given to the applicant within 90
days after the Retirement Committee receives the application, unless special
circumstances require an extension of time for processing the
application.  In no event shall such an extension exceed a period of
90 days from the end of the initial 90-day period.  If such an
extension is required, written notice thereof shall be furnished to the
applicant before the end of the initial 90-day period.  Such notice
shall indicate the special circumstances requiring an extension of time and the
date by which the Retirement Committee expects to render a
decision.




(c)           Requests for
Review.  Any person (or such person’s duly authorized
representative) whose application for benefits is denied in whole or in
part  may appeal the denial by submitting to the Retirement Committee
a request for a review of such application within 60 days after receiving
written notice of the denial.  The request for review shall be in
writing and shall be addressed to the Retirement Committee’s principal
office.  The request for review shall set forth all of the grounds on
which it is based, all facts in support of the request, and any other matters
which the applicant feels are pertinent.  The applicant (or his or her
authorized representative) shall have the opportunity to submit (or the
Retirement Committee may require the applicant to submit) written comments,
documents, records, and other information relating to his or her
claim.  The applicant (or his or her authorized representative) shall
be provided, upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant to his or her
claim.  The review shall take into account all comments, documents,
records and other information submitted by the applicant (or his or her
representative) relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.




(d)           Decisions on
Review.  The Retirement Committee shall act upon each request
for review within 60 days after receipt thereof, unless special circumstances
require an extension of time for processing, but in no event shall the decision
on review be rendered more than 120 days after the Retirement Committee receives
the request for review.  If such an extension is required, written
notice thereof shall be furnished to the applicant before the end of the initial
60-day period.  The notice of extension will describe the special
circumstances necessitating the additional time and the date by which the
Retirement Committee expects to render its decision on the
review.  The Retirement Committee shall provide the applicant with
written or electronic notification of its decision.  Any electronic
notification will comply with the standards imposed by the regulations of the
U.S. Department of Labor.  In the event that the Retirement Committee
confirms the denial of the application for benefits in whole or in part, such
notification shall set forth, in a manner calculated to be understood by the
applicant, the specific reasons for such denial, specific references to the Plan
provisions on which the decision is based, a statement that the applicant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to his or her
claim, and a statement of the applicant’s right to bring a civil action under
section 502(a) of ERISA.  To the extent that the Retirement Committee
overrules the denial of the application for benefits, such benefits shall be
paid to the applicant.




(e)           Rules and
Procedures.  The Retirement Committee shall adopt such rules
and procedures, consistent with ERISA and the Plan, as it deems necessary or
appropriate in carrying out its responsibilities under this Section
12.  The Retirement Committee may require an applicant who wishes to
submit additional information in connection with an appeal from the denial of
benefits to do so at the applicant’s own expense.




(f)           Exhaustion of Administrative
Remedies.  No legal or equitable action for benefits under the
Plan shall be brought unless and until the claimant (i) has submitted a
written application for benefits in accordance with Section 12(a), (ii) has
been notified that the application is denied, (iii) has filed a written
request for a review of the application in accordance with Section 12(c) and
(iv) has been notified that the Retirement Committee has affirmed the
denial of the applica­tion.  Notwithstanding the foregoing, if the
Retirement Committee does not respond to a Participant’s claim or appeal within
the relevant time limits prescribed in this Section 12, the Participant may
bring legal action for benefits under the Plan pursuant to Section 502(a) of
ERISA.”




7.  Section
13 is amended by adding the following new subsection (c) at the end
thereof:




“(c)  The
distribution of benefits upon termination of the Plan shall comply with Section
409A of the Code.”




TO RECORD
THE ADOPTION OF THIS THIRD AMENDMENT OF THE SERB 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.






Dated:
            12/1/2008
            CENTURY
      ALUMINUM COMPANYBy:
            /s/ Robert R.
      NielsenTitle:
            Executive Vice
      President, General Counsel and Secretary