OUR COMMITMENT

The companies which make up Noranda Aluminum have long had the enviable reputation of conducting our business relationships according to the highest principles of business ethics. We are proud of this reputation. We intend to keep it. We are committed to carry on our business activities with honesty, and in full compliance with the laws and regulations of the states and countries in which we conduct business. As an employee, you should know where your company stands on basic ethics issues, so that you can act accordingly. This statement of our Standards of Business Conduct sets down corporate wide standards which are designed to provide you with guidelines for business conduct. While it is impossible to anticipate or to provide for every situation that may arise, these guidelines should assist you in assuring that your conduct as an employee of Noranda is beyond reproach. We count on your full cooperation to ensure that Noranda's reputation for integrity is maintained and enhanced wherever we engage in business.

Layle K. "Kip" Smith,
President, Noranda Aluminum

STANDARDS OF BUSINESS CONDUCT

This information provides a brief summary of the standards of ethics and conduct which are at the foundation of the company's business operations.

The Company expects its employees at all levels to adhere to these standards. Persons who violate these standards and related policies are subject to disciplinary action by the Company, up to and including termination of employment.

GENERAL STATEMENT OF COMPANY PHILOSOPHY

One of a company's most valuable assets is a reputation of integrity. If that is tarnished, customers, investors, suppliers and employees will seek to do business with other, more reputable companies. We intend to hold to a single high standard of integrity everywhere. We will obey the law. We will keep our word. We won't promise more than we can reasonably expect to deliver; nor will we make commitments we don't intend to keep. We will treat all people with dignity and respect. The reputation of our company is the sum of the ethics and integrity of the men and women who work here. Thus, we are all expected to adhere to high standards of personal integrity as we do our job every day.

OBSERVANCE OF LAWS AND REGULATIONS

It is the policy of the company to comply with all laws and regulations applicable to its business. The company expects its employees to conduct their business dealings in accordance with the letter, spirit and intent of all laws. Obeying the law is a standard which is expected of everyone. Ethical business behavior should exist at a level above what the law requires. We hold to that standard of integrity.

CONFLICT OF INTEREST

The term "conflict of interest" describes any circumstance that would cast doubt on an employee's ability to act with complete objectivity with regard to the Company's interests. The Company wants our employees not only to be loyal to the Company, but wants the loyalty to come easily, free from any conflicting interests. Consequently, each employee has a duty to avoid financial, business, or other relationships which might be opposed to the interests of the company or might cause a conflict with the performance of their duties. Employees should conduct themselves in a manner that avoids even the appearance of conflict between their personal interests and those of the Company. A conflict of interest situation may arise in a number of ways. Examples include the following:

• Employment by a competitor, regardless of the nature of the employment, while employed by the Company.
• Acceptance of gifts, payments, or services, beyond standard business courtesies, from those seeking to do business with the Company.
• Placement of business with a firm owned or controlled by an employee or his/her family.
• Ownership of or substantial interest in a company which is a competitor or supplier.
• Acting as a consultant to a Company customer or supplier.

PRESERVATION OF COMPANY ASSETS

The Company has a vast quantity of assets, many of which are of great value. These include physical items and confidential business information. Each employee has a duty to help preserve these assets. Confidential business information needs to be handled carefully. Employees who are in possession of such business sensitive information must take appropriate steps to see that such information is strictly safeguarded. Such information could include strategic business plans, operating results, marketing strategies, customer lists, personnel records and salary information, and manufacturing costs, processes and methods. Any unauthorized use or disclosure of these types of information, unless the Company had previously published such information for release to the general public, would violate our internal standards and could also be illegal, bringing civil and even criminal penalties. In a very real sense, the preservation of the assets of the Company depends on a strong sense of ethics by the employees to whose care they are entrusted.

PROPER USE OF COMPANY PROPERTY

Employees have a duty to avoid appropriating or diverting Company property, equipment, or employee services for their own personal benefit. The unauthorized removal of material, equipment, or supplies belonging to the Company is treated as theft. Similarly, the submission of a fraudulent expense report is viewed as a misappropriation of company assets.

INTEGRITY OF BOOKS, RECORDS AND COMMUNICATIONS

While only a few employees of the Company have responsibility for maintaining accounting records, may employees have responsibilities that affect the company's record keeping functions. For example, the data contained on employee time cards and employee business expense account reports must be truthful and documented and recorded accurately. For those employees who have direct responsibility for keeping the Company's official records, your job includes responsibility to see that all transactions are properly authorized and executed within the system of internal controls which the Company has established. In addition, our job includes the following requirements with regard to record keeping and communication: " The company's financial statements and all books and records on which they are based must reflect accurately all transactions of the company. " All disbursements of funds must be properly approved and documented and all receipts must be properly and promptly recorded. " No undisclosed or unrecorded fund may be established for any purpose. " No false, misleading or artificial statement or entries may be made for any purpose in the books and records of the company or in any external or internal correspondence, memoranda or communications of any type. What all of this means is that each employee has a role and responsibility in making certain that company records are truthful, clear and complete.

BUSINESS COURTESIES

Generally, a business courtesy is a benefit extended to the recipient for which fair market value is not paid. A business courtesy may be a tangible or intangible benefit, and includes such items as entertainment, recreation, meals, hospitality, transportation, tickets and passes. The purpose of business courtesies should be to create goodwill and sound and productive working relationships. Business courtesies are acceptable, whether they are offered by company employees or extended to them by others, when they are governed by the following principles: " They cannot be construed as intended to corrupt the judgment of the recipient so as to secure unfair preferential treatment. " They are of such nominal value that they could in fact have no significant impact on the total income of the recipient. " Public disclosure of any such business courtesy would not be embarrassing to the Company or the recipient. Fundamentally, it remains the duty of each employee to exercise good judgment and to act with moderation in offering or accepting business courtesies.

MAINTAIN IMPARTIALITY IN PURCHASING

Many employees of the company are involved in purchasing activities, even though they are not part of the Company's purchasing function. For example, you may be an engineer whose drawings generate a list of approved suppliers. You may send out artwork or printing, recommending preferred sources. Or you may select freight carriers or software vendors. In all instances when you are involved in the purchasing process, it is important to be objective and fair. For those employees whose job is part of the company's formal purchasing organization, it is vital that you employ professional business practices in source selection, negotiations, the determination of awards, and the administration of purchasing activities. Our selection of suppliers will be judged solely by the quality, price and services offered, with due consideration to fiscal stability and maintenance of adequate and reliable capabilities to serve the Company. The acceptance of kickbacks, bribes and other illegal payments are against company policy and are strictly forbidden. Ultimately, the best interest of all concerned is served when the Company and its suppliers derive mutual benefit from our relationships. The way to ensure this is to conduct business fairly, impartially and honestly.

ANTI-TRUST COMPLIANCE

The policy of the Company is to comply fully with both the letter and the spirit of all anti-trust laws of the United States. Generally speaking, the anti-trust laws are based on the fundamental principle that companies should compete individually rather than joining together in agreements which may restrict competition. Despite the simplicity of that principle, the anti-trust laws are extremely complex in operation. Employees, nevertheless, should keep in mind the following general principles: " Agreements or understandings with competitors in which matters of price, terms or conditions of sale, production, territories or customers are discussed are not only bad business practices, but may be illegal. " Contracts or other arrangements which involve restrictive agreements with suppliers or customers may be unlawful. Penalties for violations of the anti-trust laws, even if unintentional, are severe for both the Company and any employee who may have been involved in such violation. As a result, it is imperative that legal advice be sought on any question regarding the interpretation or operation of the anti-trust laws.

POLITICAL CONTRIBUTIONS

In a free and open society such as ours, it is important, and the Company encourages, that individual employees actively participate in the political process, including voluntary contributions to candidates or parties of their choice. It is the policy of the Company, however, that: " No company funds or assets, including the work time of any employee, will be contributed, loaned or made available, directly or indirectly, to any political party or to the campaign of any candidate for federal, state or local office. " No employee may use the influence of his or her position to persuade another employee to work for candidates, political organizations or issues, or to make personal contributions to a party or candidate. " No employee will be favored or penalized because of making or not making a political contribution or for participating in any legal political activity.

HUMAN RESOURCES

The Company recognizes that its greatest strength lies in the talent and ability of its employees. It is therefore the Company's on-going policy:

• To provide equal opportunity employment and advancement on the basis of ability and aptitude without regard to race, color, creed, age, sex, disability, or national origin.
• To prohibit racial, ethnic, religious or sexual harassment of employees or applicants.
• To protect the health and safety of employees in their work environment.
• To compensate employees fairly according to their performance, and to provide equitable benefits within the framework of prevailing practices.
• To respect the individuality of each employee and to seek to foster an environment in which an employee's creativity and productivity are encouraged, recognized, and valued.

Layle K. "Kip" Smith President - Noranda Aluminum