EXHIBIT 10.38

CENTURY ALUMINUM COMPANY

INCENTIVE COMPENSATION PLAN

1. NAME

The name of this Plan is the Incentive Compensation Plan ("Plan") of
Century Aluminum Company and its Subsidiaries.

2. PURPOSE

The purpose of the Plan is to motivate, through incentive awards paid
in cash in accordance with the provisions hereof, employees of the Company and
its Subsidiaries who occupy key executive positions and who can contribute to
the growth and profits of the Company and its Subsidiaries.

3. DEFINITIONS

A. "Average Total Capitalization" shall mean the average of the
Total Capitalization at the end of the current year and at the
end of the immediately preceding year.

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

C. "Committee" shall mean the Compensation Committee of the Board
of Directors of the Company, two members or more of whom shall
be directors who are not employees of the Company or any
Subsidiary.

D. "Company" shall mean Century Aluminum Company.

E. "Net Earnings" shall mean earnings after deduction for
incentive compensation, and interest expense, and after
provision for income taxes using the consolidated effective
income tax rate. Non-recurring items may be excluded at the
discretion of the Board.

F. "Participant" shall mean any full-time salaried employee of
the Company or of a Subsidiary who is selected by the
Committee to receive an award under this Plan.

G. "Reserve" shall mean the incentive compensation reserve
account established by the Company for purposes of payments
under the Plan.

H. "ROI" shall mean return on investment, which shall be Net
Earnings divided by Average Total Capitalization.

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

J. "Total Capitalization" shall mean the sum of the capital
stock, paid-in capital and retained earnings of the Company
and the aggregate borrowings of the Company as of the end of
the year.

4. RESERVE

A. The Company shall maintain a Reserve to which shall be
credited, in the discretion of the Board, and based upon the
recommendation of the Compensation Committee, in each year
during which the Plan remains in effect, an amount which shall
not exceed the following:

(i) $500,000 if the ROI is 7.0% or less;

(ii) $1,000,000 if the ROI is greater than 7.0% but less
than 10%; or

(iii) If the ROI is 10% or greater, the sum of the maximum
contribution pursuant to Section 4.A(ii) plus 3% of
that portion of Net Earnings which results in an ROI
of 10% or greater.

B. Subject to Section 4.D., no amount shall be credited to the
Reserve if the ROI is 6% or lower.

C. Any amount transferred to the Reserve for a particular year,
which is not awarded in such year, may be awarded by the
Committee in a subsequent year or years.

D. The Board, upon the recommendation of the Committee, may
establish an initial reserve which shall not exceed
$1,000,000.

5. AWARDS

A. For the calendar year 1997, and for each year thereafter
during which the Plan shall remain in effect, the Committee
shall determine the following, in its discretion, on or before
December 15 of such year:

(i) The amount to be credited to the Reserve for such
year in accordance with Section 4;

(ii) The total dollar amount of the awards for such year
to be awarded to all Participants,

(iii) The dollar amount of the award or the percentage of
the total awards for such year to be awarded to each
Participant.

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On or before March 15 of the following year, the Committee
shall verify that the amount theretofore credited to the
Reserve for such year does not exceed the maximum allowable
amount in accordance with Section 4. If the amount of such
credit exceeds the allowed maximum, an appropriate adjustment
shall be made thereto, and, if necessary, a pro rata
adjustment to any awards shall be made. Awards in respect of
such year shall be paid on or before March 31 of the following
year.

B. Awards shall be payable under this Plan only up to the amount
of funds in the Reserve.

6. DESIGNATION OF AWARDS TO PARTICIPANTS

A. Awards shall be made to a Participant who contributes
materially to the success of the Company's business by his or
her ability, ingenuity and industry in achieving the following
objectives of a division or department of the Company or of
the Company and its Subsidiaries as a whole:

(i) successful achievement of planned programs for growth
and profit, including capital expenditures, annual
profit plans, and long-range plans;

(ii) expansion through the discovery, development or
acquisition of new enterprises or products;

(iii) greater efficiency in existing research, processing,
manufacturing and marketing operations, including
product improvements;

(iv) reduction in costs and expenses; or

(v) development of management through recruitment,
training, transfer, promotion and through appropriate
recognition of high potential and talent.

B. The amount, if any, awarded to a Participant shall be within the full
discretion of the Committee. If an award is made, it shall be a
percentage of a Participant's base salary on November 30 of the
calendar year for which an award is made, or such earlier date during
such year as his or her employment may have terminated, provided such
termination was due to the death, disability or retirement. Suggested
ranges are as follows:

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Suggested Ranges
- -------------------------------------------------------------------------------------------------

Position
CEO 50% 100%
COO 35% 75%
EVP 35% 75%
VP 35% 75%
Business Unit Head 25% 40%
Senior Operating Staff 10% 30%
- -------------------------------------------------------------------------------------------------

An award shall be paid only to a Participant who is employed by, or is
upon an approved leave of absence from, the Company or a Subsidiary on
the last business day of the year for which an award is made, unless
termination of employment during such year was due to death,
disability, retirement or other reason approved by the Committee. If an
award has been made to a Participant for any year and the employment of
such Participant by the Company or a Subsidiary has been terminated
prior to the last business day of such year other than by death,
disability, retirement or other reason approved by the Committee, no
award shall be payable to such Participant, and the amount of any award
to such Participant for such year, shall be credited to the Reserve.

Awards made to Participants shall be paid in cash and debited to the
Reserve. Each cash award shall be paid to a Participant, or in the
event of the death of a Participant prior to the payment thereof, to
his or her beneficiary or if no beneficiary has been designated or if a
beneficiary who has been designated dies prior to the receipt of
payment, to the personal representative of the Participant, no later
than March 31 of the year following the year for which such award is
made.

7. PARTICIPATION

An employee eligible to be a Participant hereunder shall participate in
awards only to the extent that the Committee may from time to time
determine, and any Participant who participates in one year may be
excluded from participation in any other year.

8. TERM

The Plan shall continue until such time as it shall be terminated by
action of the Board; provided, however, that upon any termination of
the Plan, awards already made to Participants shall continue to be
subject to the provisions of the Plan.

9. ADMINISTRATION

A. Full power and authority to amend, modify or terminate the
Plan shall rest in the Board.

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

C. The members of the Committee may appoint from their number
such committees with such powers as they shall determine, may
authorize one or more of their number or any agent to execute
or deliver any instrument or instruments in their behalf, and
may employ such counsel, agents and other services as they may
require in carrying out their duties.

10. GOVERNING LAW

This Plan shall be governed by the laws of the State of Delaware.
Adopted by the Board of Directors on May 4, 1998.

/s/ Craig A. Davis
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Craig A. Davis

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