Management Equity Investment and Incentive Term Sheet

Kyle D. Lorentzen (“you”).

May 5, 2008.

Two 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.

Chief Operating Officer of Noranda Aluminum, Inc. (the “Company”).

$310,000. 

Targeted annual bonus amount is 65% of base salary, with target payout primarily dependent upon achievement of the targets set forth for you in the Company’s bonus plan.

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

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

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 dependants) continued health benefits during any notice period as if you were covered by the Company’s general severance plan for executives.

You will not be entitled to any severance (other than accrued and

unpaid Base Salary) in the event that your employment with the Company is terminated for Cause or you resign without Good Reason.

As soon as practicable following the date hereof, Noranda Aluminum Holding Corporation (the “Parent”) will grant you 25,000 shares of Parent common stock (such shares, the “Initial Shares”). The Initial Shares shall not be taken into account in computing any benefits or entitlements under any benefit or incentive plan of the Company, the Parent or their respective affiliates or agreement between the Company, the Parent or any of their respective affiliates and you including, without limitation, this term sheet.

As soon as practicable following the date hereof, you will be granted options to purchase 50,000 shares of Parent common stock (the “Initial Options”). The Initial Options will have an exercise price equal to the fair market value of Parent common stock on the date of grant (which is currently $20.00 per share of Parent common stock).

The Initial Options will vest in two categories, provided that you are employed with the Company and its subsidiaries through each applicable vesting date:

(i)

50% of the Initial Options (“Tranche A Options”) will vest in equal tranches on each of the 12 ^th , 24 ^th , 36 ^th , 48 ^th and 60 ^th month anniversaries of the Effective Date; and

(ii)

50% of the Initial Options (“Tranche B Options”) will vest at such time as the Investor realizes at least a 25% annualized rate of return from the Effective Date (when taking into account the equity value of the Parent as of immediately after the Effective Date), based on cash proceeds received by the Investor.

In the event of a sale of the Parent, all unvested Tranche A Options shall vest on the earlier of (i) the 18-month anniversary of the consummation of such sale or (ii) termination of your employment without Cause or for Good Reason during such 18-month period. Your unvested Tranche A options will otherwise continue to vest in accordance with the schedule set forth above.

The Initial Options will generally have a 90-day post-termination exercise period (180 days for death or disability), except that all options are forfeited on a termination for Cause.

The Initial Options will have a scheduled term of no less than 10

years.

During your employment with the Company, you will have the right, upon notice to the Company of not less than 1 business day, to purchase an additional number of shares of Parent common stock equal to the quotient of $250,000 divided by the fair market value of Parent common stock on the date that you purchase the Subsequent Shares (the number of shares of Parent common stock you actually purchase, the “Subsequent Shares”). Your purchase price per share of the Subsequent Shares (the “Subsequent Shares Purchase Price”) will be equal to the fair market value of Parent common stock on the date that you purchase the Subsequent Sha