0001193125-12-078654 Sample Contracts

PERFORMANCE UNIT AWARD AGREEMENT PURSUANT TO THE AES CORPORATION 2003 LONG TERM COMPENSATION PLAN
Performance Unit Award Agreement • February 27th, 2012 • Aes Corp • Cogeneration services & small power producers • Delaware

The AES Corporation, a Delaware Corporation (the “Company”), grants to the Employee named below, pursuant to The AES Corporation 2003 Long Term Compensation Plan, as amended (the “Plan”), and this Performance Unit Award Agreement (this “Agreement”), this Award of Performance Units (“Performance Units”), the value of which is related to and contingent upon the achievement of a predetermined Performance Target (as set forth herein). Capitalized terms not otherwise defined herein shall each have the meaning assigned to them in the Plan.

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PURSUANT TO THE AES CORPORATION 2003 LONG TERM COMPENSATION PLAN
Nonqualified Stock Option Award Agreement • February 27th, 2012 • Aes Corp • Cogeneration services & small power producers

The AES Corporation, a Delaware Corporation (the “Company”), grants to the Employee named below, pursuant to The AES Corporation 2003 Long Term Compensation Plan, as amended (the “Plan”), and this 2011 Nonqualified Stock Option Award Agreement (this “Agreement”), this Award of a Nonqualified Stock Option (“Option”) to purchase full shares of common stock of the Company (“Shares”) upon the terms and conditions set forth herein. Capitalized terms not otherwise defined herein will each have the meaning assigned to them in the Plan.

RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO THE AES CORPORATION 2003 LONG TERM COMPENSATION PLAN
Restricted Stock Unit Award Agreement • February 27th, 2012 • Aes Corp • Cogeneration services & small power producers • Delaware

The AES Corporation, a Delaware corporation (the “Company”), grants to the Employee named below, pursuant to The AES Corporation 2003 Long Term Compensation Plan, as amended (the “Plan”), and this Restricted Stock Unit Award Agreement (this “Agreement”), this Award of Restricted Stock Units (“RSUs”) upon the terms and conditions set forth herein. Capitalized terms not otherwise defined herein will each have the meaning assigned to them in the Plan.

PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO THE AES CORPORATION 2003 LONG TERM COMPENSATION PLAN
Performance Stock Unit Award Agreement • February 27th, 2012 • Aes Corp • Cogeneration services & small power producers • Delaware

The AES Corporation, a Delaware corporation (the “Company”), grants to the Employee named below, pursuant to The AES Corporation 2003 Long Term Compensation Plan, as amended (the “Plan”), and this Performance Stock Unit Award Agreement (this “Agreement”), this Award of Performance Stock Units (“PSUs”) upon the terms and conditions set forth herein. Capitalized terms not otherwise defined herein will each have the meaning assigned to them in the Plan.

AMENDMENT NO. 1 TO AND WAIVER UNDER THE FIFTH AMENDED AND RESTATED CREDIT AND REIMBURSEMENT AGREEMENT
Credit and Reimbursement Agreement • February 27th, 2012 • Aes Corp • Cogeneration services & small power producers • New York

AMENDMENT NO. 1 TO AND WAIVER UNDER THE FIFTH AMENDED AND RESTATED CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) among The AES Corporation, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors and the Bank Parties listed on the signature pages hereto.

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