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                                                                   Exhibit 10.26

                            CENTURY ALUMINUM COMPANY

                            1996 STOCK INCENTIVE PLAN
                            IMPLEMENTATION GUIDELINES
                           [PERFORMANCE SHARE AWARDS]
                         (AS AMENDED DECEMBER 14, 2001)


1.       PURPOSE

         These guidelines ("Guidelines") are intended to provide direction for
         implementation of the Century Aluminum Company's (the "Company") 1996
         Stock Incentive Plan (the "Plan") with respect to Performance Share
         Awards. The Plan is intended to advance the interests of the Company by
         enabling Executive Officers and other key employees of the Company and
         its Subsidiaries to acquire proprietary interests in the Company, which
         interests, to the extent deemed reasonably possible by the Committee,
         are "performance-based compensation" within Section 162(m) of the
         Internal Revenue Code of 1986, as amended, and the regulations
         promulgated thereunder, through achievement by the Company of specified
         future performance and earnings goals.

  2.     BACKGROUND AND GENERAL CONSIDERATIONS

         The Company is a relatively small new entrant in a highly volatile
         commodity business. Its goals are to grow and to achieve financial
         results that meet or exceed those attained by its best-performing
         competitors. The Company began its public existence in 1996 with
         several competitive disadvantages. It was small, its principal
         production facilities were high cost and approximately 40 years old,
         and it inherited the dual financial burdens of funding one of the
         nation's most under-funded pension plans and infusing needed capital
         into facilities badly in need of the same. Faced with these goals and
         challenges, Management has completed several important projects that
         will contribute to reaching the Company's goals. It has profitably
         divestited its non-profitable, capital-intensive, rolling business,
         acquired interests in the lower-cost Mt. Holly and Hawesville reduction
         plants and funded the pension plan, among other things.

         In retrospect, and looking forward, it is clear Managements'
         performance goals and objectives, and the weighting of those goals and
         objectives, appropriately may vary widely in importance from
         time-to-time. In order for the Implementation Guidelines to fulfill the
         purposes described above, then, the Goals established by the Committee
         likewise might vary in importance and weighting from time-to-time.
         Furthermore, in order to deal with the uncertainties of the volatile
         aluminum market, these Guidelines should provide flexibility to
         encourage the Company to manage through commodity cycles, not manage to
         them.
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         In general, Guideline Goals (as defined below) might include some or
         all of the following, or other factors determined by the Committee to
         be of material importance to the growth and profitability of the
         Company, weighted or valued as determined by the Committee:

               A.          Strategic performance Goals, such as completing an
                           acquisition, disposing of non-performing assets,
                           achieving a strategic restructuring, competitively
                           securing a key resource (e.g., electrical power or
                           alumina) or developing key management through
                           recruiting, training and succession planning;

               B.          Cost reductions, such as lowering cash operating
                           costs by targeted amounts, or meeting other
                           operational improvement performance objectives such
                           as successfully completing capital expenditure
                           programs or contributing to the growth of the Company
                           through research, processing or manufacturing
                           improvements and marketing gains; and

               C.          Meeting financial performance targets that may be the
                           aggregate of each annual profit plan in any Plan
                           Period or may be expressed in terms of (i) earnings
                           per Share, (ii) pre-tax profits (either at the
                           Company or business unit level), (iii) net earnings
                           or net worth, (iv) return on equity or assets, (v)
                           any combination of the foregoing, or (vi) any other
                           standard or standards deemed appropriate by the
                           Committee.

3.       DEFINITIONS

               A.          "Award" shall be as defined in Section 5.

               B.          "Award Targets" generally shall include elements of
                           all of the following, with the relative weighting of
                           each element to be as determined by the Committee;
                           however, the Committee retains full discretion to
                           include fewer than all of these elements in an Award
                           Target:

                           (1) The achievement of one or more strategic or other
                           Goals of the sort described in Section 2. A.; and

                           (2) The accomplishment of cost improvements or other
                           operational performance Goals as generally described
                           in Section 2. B; and

                           (3) The attainment by the Company of specified
                           financial performance Goals as described in Section
                           2. C.

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         Goals set for Award Target purposes shall be guided by (but need not be
         the same as) the goals and objectives for the Company as contained in
         and submitted to the Board annually in Company three-year business
         plans.

               C.          "Board" shall mean the Board of Directors of the
                           Company.

               D.          "Committee" shall mean the Compensation Committee of
                           the Board of Directors of the Company, two members or
                           more of whom shall be "outside directors" within the
                           meaning of Internal Revenue Code Section 162(m).

               E.          "Company" shall mean Century Aluminum Company.

               F.          "Participant" shall mean any full-time salaried
                           employee of the Company or a Subsidiary designated as
                           a Participant by the Committee.

               G.          "Performance Shares" shall have the meaning set forth
                           in the Plan and shall entitle the grantee to receive
                           one share of the Company's common stock for each
                           Performance Share awarded.

               H.          "Plan Periods" shall mean overlapping periods of
                           three consecutive calendar years each, the first of
                           which commenced January 1, 2001, and will end
                           December 31, 2003.

               I.          "Section" shall mean a section of these Guidelines.

               J.          "Subsidiary" shall mean any corporation the voting
                           stock of which is 50% or more is owned, directly or
                           indirectly, by the Company.

4.       TERM

         Implementation of these Guidelines shall commence with the Plan Period
         that commenced as of January 1, 2001, and shall continue until such
         time as terminated by the Board.


5.       AWARD

               A.          AWARD. The Committee, on or before each May 15 during
                           each of the Plan Periods, shall make an award of
                           Performance Shares to each Participant, which award
                           shall be communicated in writing to each Participant
                           by the Chief Executive Officer of the Company.
                           Initially, Awards shall not be granted in amounts
                           that exceed the

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                           applicable percentages set forth below (i.e., 45% to
                           100%). Awards may be increased above those amounts
                           only at the end of a Plan Period, and then only in
                           the event (and to the extent) that the Committee
                           determines the Company has exceeded its Target or
                           Targets. For an Award to be granted at 150% of the
                           applicable percentage, the Committee must determine
                           that the Company has exceeded every one of its
                           Targets for the applicable Plan Period. Awards will
                           be issued as provided in Section 6. The Award for
                           each Participant shall be determined by creating a
                           monetary award, and converting that monetary award to
                           Performance Share units. The monetary award shall be
                           a percentage of such Participant's base salary
                           (within the allowable range), which percentage shall
                           be established by the Committee at the beginning of
                           each of the Plan Periods. The allowable percentages
                           are as follows:


                        PARTICIPANT'S POSITION    RANGE OF ALLOWABLE PERCENTAGES
                        ----------------------    ------------------------------
                                                         (of Base Salary)

                           CEO; President                   45% to 100%
                           Executive VPs                    45% to 80%
                           All Other VPs                    45% to 60%
                           Business Unit Head
                           and Senior Staff                 15% to 45%

                           The number of Performance Shares in a Participant's
                           Award shall be determined by dividing the
                           Participant's monetary award by the average closing
                           price for the Company's common stock for the month
                           preceding the month in which the grant is made.

                  B.       AWARD TARGET; ADJUSTED AWARD; AMENDING TARGET
                           ASSUMPTIONS.


                           (1)      COMMITTEE DISCRETION. Notwithstanding any
                                    other provision of these Guidelines, the
                                    Committee shall have full and complete
                                    discretion to modify any award otherwise
                                    payable hereunder in light of considerations
                                    deemed appropriate by the Committee. This
                                    discretion shall include the right to
                                    determine that no award should be payable.

                           (2)      AWARD TARGET. If the Award Targets are
                                    achieved in their entirety within the
                                    expectations of the Committee, then
                                    Participants shall be issued the number of
                                    shares equal to the number of Performance
                                    Share units in Participants' Awards
                                    initially granted as provided in Section 5.
                                    A.

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                           (3)      ADJUSTED AWARD. If some or all of the Award
                                    Targets are exceeded, the Committee may
                                    approve Awards in excess of the initial
                                    grants; however, the Committee may not
                                    approve Awards at the 150% level unless all
                                    of the Award Targets have been exceeded. If
                                    the Award Targets are not achieved in their
                                    entirety, Awards shall be adjusted downward
                                    from the initial Awards or eliminated
                                    entirely, at the discretion of the
                                    Committee, and Participants shall be issued
                                    proportionally reduced number of shares, or
                                    none at all.

                           (4)      AMENDING AWARD TARGET ASSUMPTIONS.
                                    Achievement of specified financial Award
                                    Targets under Section 3. C. may depend on
                                    the accuracy of the Company's forecasts of
                                    LME primary aluminum prices. In such cases,
                                    to the extent average LME prices vary, plus
                                    or minus, by more than $50 from forecasted
                                    LME aluminum prices in any year of a Plan
                                    Period, the Committee will have the
                                    discretion to appropriately amend the Award
                                    Target to more accurately reflect LME
                                    aluminum prices for such year, and the
                                    Company's performance will be measured
                                    against such amended Award Target.


6.       ISSUANCE OF AWARDS

                  A.       On or before March 15 of each calendar year (or, if
                           required, such later date when the annual audited
                           financial statement of the Company are available) the
                           Company shall, with respect to the Plan Period that
                           has just ended, issue to each Participant Performance
                           Shares in an amount equal to such Participant's Award
                           or Adjusted Award.

                  B.       Except as provided in Section 6.C., no payment with
                           respect to any Award shall be made to a Participant
                           who is not employed full time by the Company or a
                           Subsidiary on the 31st day of December preceding the
                           date of issuance provided in Section 5.A.

                  C.       In the event of death, permanent disability or
                           retirement of a Participant in any year following an
                           Award, the Participant or his representative or
                           designated beneficiaries shall be entitled to receive
                           a portion of the amount calculated under Section
                           6.A., and payable in the year following death,
                           permanent disability or retirement, determined by
                           multiplying such amount by a fraction, the numerator
                           of which is the number of weeks of full employment
                           during any Plan Period and the denominator of which
                           is 156 for any Plan Period.

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                  D.       If an employee is selected as a Participant at any
                           time other than the beginning of any Plan Period,
                           such Participant shall be entitled to receive a
                           portion of the amount calculated under Section 6.A.
                           by multiplying such amount by a fraction the
                           numerator of which is the number of weeks that such
                           employee was a Participant under the plan during any
                           Plan Period and the denominator of which is 156. For
                           the purposes of this Section 6.D. an employee shall
                           be deemed to have been a Participant under the Plan
                           as of January 1 of the calendar year in which such
                           employee was first selected as a Participant if such
                           selection occurred on or before May 15 of such
                           calendar year, and if such selection occurred after
                           May 15 of any calendar year the employee shall be
                           deemed to have first become a Participant on January
                           1 of the calendar year immediately following the
                           employee's election as a Participant.

7.       ADMINISTRATION

                  A.       Each grant of a Performance Share shall be evidenced
                           by an agreement executed on behalf of the Company by
                           an officer designated by the Compensation Committee
                           and accepted by the recipient. Such agreement shall
                           state that such award is subject to all the terms and
                           provisions of the Plan.

                  B.       Full power and authority to amend, modify, terminate,
                           construe, interpret and administer these Guidelines
                           shall be vested in the Committee. Any interpretation
                           of these Guidelines by the Committee or any
                           administrative act by the Committee shall be final
                           and binding on all Participants.

8.       NON-ASSIGNABILITY

         Nothing in these Guidelines shall be deemed to make rights granted
         pursuant hereto assignable or transferable by a Participant except
         pursuant to the laws of descent and distribution. No rights under these
         Guidelines may be hypothecated or encumbered in any manner whatsoever,
         and creditors of Participants shall have no right or power to obtain
         all or any portion of grants made hereunder. Any attempted assignment,
         hypothecation or encumbrance by a Participant shall be null and void.
         Each Participant may, however, designate one or more beneficiaries
         under the Plan on a form to be supplied by the Secretary of the
         Company.



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Adopted by the Board on December 14, 2001.


                                                  /s/ Craig A. Davis
                                                  ------------------------------
                                                      Craig A. Davis, Chairman


/s/ Gerald J. Kitchen
-----------------------------------
Gerald J. Kitchen, Secretary



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