EMPLOYMENT AGREEMENT

AGREEMENT, dated as of December 19, 2006 (the “ Agreement ”), by and among Aleris International, Inc. (the “ Company ”), Aurora Acquisition Holdings, Inc. (the “ Parent ”) and John J. Wasz (the “ Executive ”).

WHEREAS, the Company desires that the Executive continue to serve the Company as the Company’s Executive Vice President and President, Rolled Products - North America, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

(a)      The Company hereby agrees to continue to employ the Executive as its Executive Vice President and President, Rolled Products - North America, and the Executive hereby accepts such position and agrees to continue to serve the Company in such capacity during the employment period fixed by Section 3 hereof (the “ Employment Period ”). The Executive shall have such duties and responsibilities as are consistent with the Executive’s position and as may be assigned by the Company from time to time. During the Employment Period, the Executive shall be subject to, and shall act in accordance with, all reasonable instructions and directions and all applicable policies and rules of the Company.

(b)      During the Employment Period, excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote his full working time, energy and attention to the performance of his duties and responsibilities hereunder and shall faithfully and diligently endeavor to promote the business and best interests of the Company. During the Employment Period, the Executive may not, without the prior written consent of the Company, directly or indirectly, operate, participate in the management, operations or control of, or act as an executive, officer, consultant, agent or representative of, any type of business or service (other than as an executive of the Company). It shall not, however, be a violation of the foregoing provisions of this Section 1(b) for the Executive to (i) subject to the approval of the Board, serve as an officer or director or otherwise participate in non-profit, educational, welfare, social, religious and civil organizations, or (ii) manage his personal, financial and legal affairs, so long as any such activities in (i) and (ii) do not interfere with the performance of his duties and responsibilities to the Company as provided hereunder.

(c)      In connection with the Executive’s employment by the Company under this Agreement, the Executive shall be based at the Company’s offices in Louisville, Kentucky, except for such travel as the performance of the Executive’s duties in the business of the Company may require.

(d)      The Severance Agreement, dated as of August 30, 2005, by and between the Company and the Executive (the “ Severance Agreement ”) is expressly assumed hereby as contemplated in section 10(b) thereof. The Executive hereby acknowledges and agrees that the foregoing assumption by the Company of the Severance Agreement, and the entrance by the Company into this Agreement, is in full satisfaction of the Company’s obligations under section 10(b) of the Severance Agreement to assume, by written instrument delivered to the Executive, all of the obligations under the Severance Agreement, and that the Executive will not have the right to terminate his employment for “Good Reason” as defined in the Severance Agreement under Item (5) of such definition as a result of the merger of Aurora Acquisition Merger Sub, Inc. (“ Merger Sub ”) with and into the Company, as contemplated by the Agreement and Plan of Merger, dated August 7, 2006, by and among the Parent, Merger Sub and the Company (the “ Merger Agreement ”). The Severance Agreement shall remain in full force and effect through the second anniversary of the Effective Date. Upon the second anniversary of the Effective Date, and not before, the Severance Agreement shall be terminated and of no further force or effect, provided, however, that the Severance Agreement shall continue in effect with respect to all rights and obligations that have accrued thereunder prior to such termination until such rights and obligations have been fully satisfied or otherwise expire. Notwithstanding anything to the contrary in the Severance Agreement (including, without limitation, section 8 thereof), this Agreement shall constitute notice pursuant to section 8 of the Severance Agreement, to the extent necessary, that the Severance Agreement shall terminate on the second anniversary of the Effective Date. During the period prior to the second anniversary of the Effective Date, in the event of a conflict between the terms of the Severance Agreement and this Agreement, the terms of the Severance Agreement shall govern.

(a)      As compensation for the agreements made by the Executive herein and the performance by the Executive of his obligations hereunder, during the Employment Period, the Company shall pay the Executive, pursuant to the Company’s normal and customary payroll procedures, a base salary at the rate of $400,000 per annum, (the “ Base Salary ”). During the Employment Term, the Base Salary will be reviewed annually and is subject to adjustment at the discretion of the Board of Directors of the Company (the “ Board ”), but in no event shall the Company pay the Executive a Base Salary less than that set forth above during the Employment Term. 

(b)      In addition to the Base Salary, during the Employment Period, but beginning for the fiscal year ending December 31, 2007, the Executive shall be eligible to participate in the annual incentive plan (the “ AIP ”) established and approved by the Board and, pursuant to the AIP, the Executive may earn an annual bonus (the “ Annual Bonus ”) in each fiscal year during the Employment Period, with a target Annual Bonus of 75% of Base Salary up to a maximum of 150% of Base Salary, based on the achievement of annual performance objectives as set forth in the AIP, subject to the Executive’s employment with the Company through the applicable payment date for any such Annual Bonus (unless otherwise provided herein or in the Severance Agreement). For the fiscal year ending December 31, 2006, the Company shall pay the Executive all bonuses and other incentives to which the Executive is entitled pursuant to and in accordance with the Company’s incentive plans in effect as of the Effective Date.

(c)      As soon as practicable after the Effective Date (as defined below), the Company will grant the Executive a number of options (the “ Options ”) to purchase shares of the Parent (the “ Shares ”) at an exercise price per Share equal to the price per Share paid by TPG (as defined below). The specific terms and conditions governing all aspects of the Options shall be provided in separate grant agreements and any relevant plan documents (collectively, the “ Option Agreements ”). The Options shall be comprised of the following two tranches: (1) 60% of the Options (the “ Time-Based Options ”) will vest and become exercisable in equal annual installments of 20% over a five-year period, subject to the Executive’s continued employment with the Company through the applicable vesting date and (2) 40% of the stock options (the “ Performance-Based Options ”) will vest and become exercisable only upon the achievement by the Company of the following performance targets, in each case, subject to the Executive’s continued employment with the Company through the applicable vesting date: (A) 50% of the Performance-Based Options will vest upon the occurrence of any liquidity event in connection with which TPG Partners IV, L.P. and TPG Partners V, L.P. (together, " TPG ") realize a multiple of money (“ MoM ”) of at least 2.0x its initial investment in the Company (through the Parent), as determined by the Board in good faith, and (B) the remaining 50% of the Performance-Based Options will vest upon the occurrence of any liquidity event in connection with which TPG realizes an MoM of at least 3.0x its initial investment in the Company (through the Parent), as determined by the Board in good faith, provided, that in the event the liquidity event occurs prior to the second anniversary of the Effective Date, the MoM in clause (B) of this Section 2(c) shall be 2.0x, and in the event the liquidity event occurs on or after the second anniversary, but prior to the third anniversary, of the Effective Date, the MoM in clause (B) of this Section 2(c) shall be 2.5x. TPG shall make a good faith projection with respect to the expected value of any such liquidity event, and, to the extent such projection, if accurate, would result in vesting of some or all of the Performance-Based Options, the Performance-Based Options shall be deemed vested to the applicable extent and solely for the purpose of permitting the Executive to participate in such liquidity event with the Shares underlying such Performance-Based Options.

Notwithstanding the foregoing, in the event of a change in control (as defined in below), TPG shall cause the buyer to (i) cancel all vested and exercisable Options and pay to the Executive, in cash or other property depending on, and in the same proportion as, the consideration received by TPG, an amount equal to the excess, if any, of the fair market value of a Share on such change in control over the exercise price of such Option (such excess, if any, the “ Option Spread ”) for each such vested and exercisable Option, and (ii) cancel all unvested Time-Based Options and pay to the Executive, in cash or other property depending on, and in the same proportion as, the consideration received by TPG, an amount equal to the aggregate Option Spread for each such unvested Time-Based Option, plus interest at a reasonable rate to be determined by the Board, on the earlier to occur of (x) the date such unvested Time-Based Option would otherwise have vested, provided that the Executive is actively employed with the Company or an affiliate on such date, or (y) subject to Section 11(k), within five (5) business days following the Date of Termination of the Executive’s employment as a result of a termination by the Company without Cause or by the Executive for Good Reason.

For purposes of this Agreement, “ Change in Control ” shall mean the occurrence of any of the following events after the Effective Date: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company or the Parent on a consolidated basis to any person or group of related persons for purposes of Section 13(d) of the Exchange Act (a “ Group ”), together with any affiliates thereof other than to TPG or its affiliates; (ii) the approval by the holders of the outstanding voting power of the Company or the Parent of any plan or proposal for the liquidation or dissolution of the Company; (iii) (A) any person or Group (other than TPG or its affiliates) shall become the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of shares representing more than 40% of the aggregate outstanding voting power of the Company or the Parent and such person or Group actually has the power to vote such shares in any such election and (B) TPG and its affiliates beneficially owns (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, in the aggregate a lesser percentage of the voting power of the Company or the Parent than such other person or Group; (iv) the replacement of a majority of the board of directors of the Company or the Parent over a two-year period from the directors who constituted such board at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of such board then still in office who either were members of such board at the beginning of such period or whose election as a member of such board was previously so approved or who were nominated by, or designees of, TPG or its affiliates; or (v) consummation of a merger or consolidation of the Company or the Parent with another entity in which holders of shares of the Company or Parent immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, less than 50% of the common equity interest in the surviving corporation in such transaction and TPG and its affiliate do not hold a sufficient amount of voting power (or similar securities) to elect a majority of the surviving entity’s board of directors.

Upon any termination of the Executive’s employment, any Options that are not vested and exercisable as of such termination and that do not become vested and exercisable as a result of such termination shall automatically expire on the Date of Termination (as defined in Section 4(b) below). Any Options that have become vested and exercisable as of (or that become exercisable as a result of) the Date of Termination shall expire on the earlier of (i) ninety (90) days after the date the Executive’s employment is terminated for any reason other than Cause, death or Disability; (ii) one year after the date the Executive’s employment is terminated by reason of death or Disability; (iii) the commencement of business on the date the Executive’s employment is terminated for Cause; or (iv) the tenth anniversary of the grant date. All Options that are outstanding as of the tenth anniversary of the grant date will expire on such date. The Executive shall be permitted to exercise the vested portion of the Options through net-physical settlement (i.e., by delivery of Shares net of the number of Shares having a value equal to the applicable exercise price and applicable withholding taxes at the minimum statutory rate) if such exercise occurs after termination of the Executive’s employment pursuant to Sections 3(a) or 3(b), by the Company pursuant to Paragraph 3(d) or by the Executive pursuant to Section 3(e) for Good Reason.  The Option shall be granted pursuant to and subject to the terms of a Management Equity Incentive Plan (the “ Plan ”), which shall contain rights to dividend equivalents in a manner intended to comply with Section 409A of the Code. 

(d)      The Executive shall roll over all shares in the Company that the Executive holds as a capital asset prior to the Effective Date and such other amounts as are worth, in the aggregate, $1,800,000 on an after-tax basis into Shares of the Parent pursuant to and in accordance with a letter agreement between the Executive and Parent, dated as of December 15, 2006 (the “ Rollover Agreement ”).

(e)      The purchase of any Shares upon the exercise of the Options, or any other purchase or issuance of Shares contemplated by this Agreement, including pursuant to any rollover as provided above, will be subject to the Executive’s execution of a Management Stockholders’ Agreement for the Company and the Parent in such form as provided by the Company and the Parent (the “ Management Stockholders’ Agreement ” and, together with the Option Agreements, the “ Equity Agreements ”) for the Company, which will include, among other things, (1) restrictions on transfer of the Shares and call rights by the Company, (2) certain drag-along and tag-along rights and obligations, (3) certain lock-up rights in connection with any underwritten public offering of equity securities of the Company or any affiliate and (4) that Executive make such representations and execute such documents as the Company determines are reasonably necessary or appropriate to comply with any applicable securities or tax law requirements, to qualify for any exemption from any applicable securities laws or to ensure Executive’s compliance with his obligations under the Management Stockholders’ Agreement. Notwithstanding anything to the contrary in the Management Stockholders’ Agreement, the Company call right shall not apply to the Shares of the Parent purchased or otherwise acquired pursuant to the Rollover Agreement unless the Executive’s employment is terminated by the Company or its affiliates for Cause or by the Executive without Good Reason or other than as a result of Retirement. In addition, in the event the Executive Retires following the third anniversary of the Effective Date, for the 90 day period following such Retirement, the Executive shall have the right to put the Shares of the Parent purchased or otherwise acquired pursuant to the Rollover Agreement to the Company at the fair market value of the Shares as of the Date of Termination. For purposes of this Section 2(e), “ Retirement ” shall mean the Executive voluntarily resigns his employment and, on such voluntary termination of his employment, Cause does not exist, as such term is defined below, and provided that the Executive otherwise complies with his obligations that survive any termination of his employment hereunder, including without limitation Sections 7 and 8 hereof, and “ Retires ” shall have the correlative meaning.

(f)      During the Employment Period: (i) except as provided in the last sentence of this Section 2(f), the Executive and/or the Executive’s family, as the case may be, shall be entitled to participate in all employee benefit plans, practices, policies, programs and arrangements of the Company which are made available generally to other executive officers of the Company and/or their families, as the case may be, including, without limiting the Company’s right to terminate, modify or amend such plans in accordance with their terms or as provided in the immediately succeeding sentence, the Company’s benefits restoration program, life insurance, long-term disability and health plans and (ii) the Executive shall be entitled to the perquisites and other fringe benefits that are made available by the Company to its senior executives generally, subject to any applicable terms and conditions of any specific perquisite or other fringe benefit. Until the second anniversary of the Effective Date, except as consented to by the Executive, the Company agrees that the employee benefit plans, policies, programs and arrangements and perquisites and other fringe benefits that are made available to the Executive during the Employment Period will not be materially diminis