Management Equity Investment and Incentive Term Sheet

Name:

Robert B. Mahoney

Effective Date:

May 11, 2009

Term:

Three years, commencing on the Effective Date, subject to earlier termination by either party; term of employment shall automatically be renewed for consecutive one-year terms at the end of the initial term unless either party gives at least 90 days written notice of its intention not to renew prior to the expiration of a term.

Position:

Chief Financial Officer of Noranda Aluminum, Inc., Noranda Intermediate Holding Corporation (the “Company”) and Noranda Aluminum Holding Corporation (the “Parent”)

Location:

You will be based out of the Company’s headquarters in Franklin, Tennessee during the regular business work week (i.e., Monday to Friday) except for travel on Company business or during vacation or holidays.

Base Salary:

$375,000

Annual Incentive Bonus:

Targeted annual bonus amount is 60% of base salary, with target payout primarily dependent upon achievement of the targets set forth for you in the Company’s bonus plan.

Employee Benefits:

You will participate in the employee benefits plans made available to senior executives of the Company.

Vacation:

You will be entitled to four weeks per annum of paid vacation.

Severance:

In the event that your employment is terminated by the Company without Cause or you resign your employment for Good Reason, subject to your execution and non-revocation of a release, the Company will pay you (i) severance in an amount equal to your then-current base salary for a period of 12 months (the “Severance Period”), and (ii) a pro rata portion of your annual bonus with respect to the portion of the year in which your termination occurs based on the Company’s actual performance for such full year and payable at such time as annual bonuses are otherwise paid by the Company. Amounts owed under (i) of this paragraph shall be payable in accordance with the Company’s regular payroll practices in the same amounts per payroll cycle in effect immediately prior to termination until the end of the calendar year in which termination occurs and then in a lump sum payable in the first month of the year following termination. The Company will also provide you (and your eligible