EXHIBIT 10.5



 





Exhibit 10.5



SECOND 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 further amend the Plan to modify the manner in which the
enhanced retirement benefit (“EPB”) is calculated and to clarify the calculation of the unlimited
pension benefit (“UPB”); 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 June 28, 2005, the Plan is amended as follows:



     1. 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
under the Plan to a Participant equal to the additional annual benefit which would have accrued to
the Participant under the Pension Plan if certain annual benefit and compensation limitations
imposed by applicable law were disregarded and if the calculation of “Final Average Monthly
Compensation” under the Pension Plan 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.



     2. The following concluding sentence is added to paragraph (b) Enhanced Retirement Benefit
(“ERB”) of Section 5:


Notwithstanding the immediately preceding sentence, the Participant’s ERB shall be adjusted as
follows:




          (i) Increased to the extent the Participant’s ERB would be higher
if his Targeted Retirement Income had been based on actual pay (base pay and
cash bonuses) during any three calendar years out of his last ten calendar year
of employment with the Company that produces the highest average annual pay;
and



          (ii) Reduced to the extent the Participant’s Supplemental Benefit
Accrual under Appendix A to the Pension Plan payable annually in excess of the
annual amount that would otherwise have been payable to the Participant under
the Pension Plan exceeds the Participant’s UPB.



     TO RECORD THE ADOPTION OF THIS SECOND 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: June 28, 2005

	 	By:
	 	     /s/ Gerald J. Kitchen
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Gerald J. Kitchen	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Executive Vice President	 	 






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