ALERIS CORPORATION 2010 EQUITY INCENTIVE PLAN FORM OF MANAGEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT

The Restricted Stock Units: Your Restricted Stock Units (or “RSUs”) will be credited to a separate account maintained for you on the books of the Company (the “Account”). On any given date, each Restricted Stock Unit will correspond to one Share.

The RSU Shares: Common stock of the Company, par value $0.01 per share.

Grant Date: ______________

Vesting: Your Restricted Stock Units will vest ______________.

Change of Control: If you are employed at the time of a Change of Control, your Restricted Stock Units will vest to the extent necessary to make the cumulative percentage of the Restricted Stock Units awarded hereunder that has become vested as of such Change of Control at least equal to the percentage by which the Initial Investors have reduced their combined Common Stock interest in the Company. This percentage will be measured by comparing the number of Shares acquired by the Initial Investors on the Effective Date and still held immediately following the Change of Control to the number of Shares they held

Dividend Equivalent Rights: You will have Dividend Equivalent Rights on your Restricted Stock Units. A Dividend Equivalent Right is the right to receive, for each Restricted Stock Unit, a payment equivalent to any dividend or distribution made in respect of the Shares underlying your Restricted Stock Units. If the Dividend Equivalent Right relates to a dividend paid in Shares, such Dividend Equivalent Right will be paid to you by multiplying the number of Restricted Stock Units in your Account on the dividend record date by the number of Shares payable as a dividend on a Share. The payment of a Dividend Equivalent Right with respect to any Restricted Stock Unit will be paid to you (without interest) if and when the Restricted Stock Unit to which it relates vests or, if later, when actual holders of the Shares receive their dividends or distributions.

Settlement. The Restricted Stock Units credited to your Account will be settled by the Company within ten (10) days after they vest (and, upon such settlement, will cease to be credited to your Account). At the time of settlement, the Company will issue you a number of Shares equal to the number of Restricted Stock Units that just vested (such Shares, the “RSU Shares”). However, for so long as the Shares are not publicly-traded, unless you timely provide the cash required to satisfy all withholding taxes due in connection with such settlement, the Company will hold back from the RSU Shares otherwise deliverable on settlement the number of RSU Shares necessary to pay those taxes. The Company will in its sole discretion determine the appropriate manner of dealing with fractional shares, including cancellation without payment. The Company will enter your name as a stockholder of record on the books of the Company with respect to the RSU Shares so issued. As a condition to the settlement of your Restricted Stock Units, the RSU Shares shall be subject to all of the terms of the Company’s Stockholders Agreement. By signing below, you will have agreed to become a party to, and be bound by, the Stockholders Agreement on the first day that you acquire any RSU Shares pursuant to this Award Agreement.

Early Termination of the Restricted Stock Units. If your employment ends for any reason, your unvested Restricted Stock Units shall be forfeited without further consideration. In addition, your Restricted Stock Units will terminate upon any cancellation, termination or expiration implemented by the Committee under Plan Section 11 (adjustments upon certain corporate transactions) or Plan Section 15(b) (clawback/forfeiture).

Company Call Right. After your employment ends, the Company shall have the right, but not the obligation, to purchase any RSU Shares held by you (the “Call Right”). This

Disclosure Memorandum/Confidentiality: You acknowledge that you have received and read a copy of the Plan’s Disclosure Memorandum, a copy of which is attached. By signing below, you agree to keep strictly confidential any non-public information provided to you by the Company or any Affiliate (“Confidential Information”), including, without limitation, the information contained in the Disclosure Memorandum, the terms of the Stockholders Agreement and/or any financial information relating to the Company or any Affiliate contained therein or subsequently provided to you. You may disclose Confidential Information (i) if required by applicable law; (ii) to members of your immediate family or, (iii) where necessary, to your tax or legal advisors so long as you inform your advisors of this confidentiality provision and they expressly agree to be bound by it.

Restricted Stock Units Subject to Plan and Stockholders Agreement.

Employee Acknowledgements. By entering into this Award Agreement, you agree and acknowledge that (i) the Restricted Stock Units are subject in all respects to the Plan and that the RSU Shares are subject to the Stockholders Agreement, the terms and provisions of which are each hereby incorporated herein by reference; (ii) the Restricted Stock Units are subject to Plan provisions under which, in certain circumstances, the Committee may terminate your Restricted Stock Units and/or make adjustments to the kind and/or number of shares or property underlying the Restricted Stock Units; and (iii) the Committee has discretion to interpret and administer the Plan and this Award Agreement and its judgments made in accordance with the Plan are final.

Conflicts. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan and/or the Stockholders Agreement, the term or provision contained in the Plan and/or the Stockholders Agreement shall control. In the event of a conflict between any term or provision contained in the Plan and a term or provision of the Stockholders Agreement, the Committee shall resolve any such conflict in its sole discretion.

Defined Terms. Capitalized terms not otherwise defined in this Award Agreement have the meanings given such terms in the Plan.

Federal Taxes. Upon the settlement of the Restricted Stock Units in accordance with Section 2 of this Award Agreement, you shall recognize taxable income in respect of the RSU Shares, and the Company shall report such taxable income to the appropriate taxing authorities as it determines to be necessary and appropriate. You should consult your personal tax advisor for more information concerning the tax treatment of your Restricted Stock Units.