TABLE OF CONTENTS

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AES CORPORATION
INTERNATIONAL RETIREMENT PLAN

As Amended and Restated on December 29, 2008

The AES Corporation (the “Sponsor”) established the AES Corporation International Retirement Plan (the “Plan”), effective January 1, 2007.  The purpose of this Plan is to provide certain employees of the Sponsor and Affiliates with retirement benefits. The Plan is amended and restated as set forth herein to comply with Section 409A.

This Plan is an unfunded plan intended to be a nonqualified deferred compensation plan.  This plan will be subject to section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) for United States taxpayers.  The amounts that may be payable under this Plan shall constitute general, unsecured obligations of the Sponsor, payable solely out of the general assets of the Sponsor, and no Participant shall have any rights to any specific assets of the Sponsor.  Balances under this Plan represent mere promises to pay amounts in the future.  In the event the Sponsor becomes subject to an insolvency or bankruptcy proceeding, a Participant in the Plan shall only have the rights of a general, unsecured creditor of the Sponsor for any Balances due under the Plan.

ARTICLE 1 - DEFINITIONS

1.1                                  “Account Earnings Rate” means the Moody’s Aa corporate bond yield rate as of the last business day of the immediately preceding calendar month plus one (1) percent.

1.2                                  “Affiliate” means (i) any subsidiary of the Sponsor, (ii) any entity or person or group of persons that, directly or through one or more intermediaries, is controlled by the Sponsor and (iii) any entity or person or group of persons in which the Sponsor has a significant equity interest, as determined by the Committee.

1.3                                  “Annual Bonus” means the bonus compensation payable to a Participant under an Employer’s annual bonus plan (determined without regard to any pre-tax salary reduction amounts, including but not limited to amounts voluntarily deferred under the terms of this Plan).

1.4                                  “Balance” of a Deferral Account means the total amount which has been credited to such Deferral Account after the adjustments are made for all intervening debits and credits.  The initial Balance of a Deferral Account is zero.

1.5                                  “Base Salary” shall mean the Employee’s total annual regular earnings,  retroactive regular earnings that relate to the period for which a Deferral Agreement has been timely made, and/or such other earnings, in each case as timely determined by the Committee, in its sole discretion, prior the applicable Plan Year (as identified and reported on the records of Employer).  Base Salary shall be determined without regard to any pre-tax salary reduction amounts, including but not limited to amounts voluntarily deferred under the terms of this Plan. Incentive and supplemental compensation, including but not limited to, bonus compensation, assignment related allowances and compensation payable under The AES Corporation 2003 Long Term Compensation Plan, or any

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successor thereto, are not eligible for benefit purposes under this Plan and shall not be included in the definition of Base Salary.

1.6                                  “Beneficiary” means the person or persons designated by the Participant on the Participant’s Beneficiary Designation Form to receive distributions of a Participant’s Deferral Account Balance under this Plan at the Participant’s death in accordance with Article 5.

1.7                                  “Beneficiary Designation Form” means a form available to Participants on which a Participant may designate the Participant’s Beneficiary in accordance with Section 5.1.

1.8                                  “Board” means the Board of Directors of the Sponsor.

1.9                                  “Claimant” means a Participant or Beneficiary who makes a claim for a benefit under the Plan.

1.10                            “Code” means the Internal Revenue Code of 1986, as amended.  A reference to a section of the Code shall include a reference to any regulations or other guidance issued under such section.

1.11                            “Committee” means the Compensation Committee of the Board, or such other committee designated by the Board to discharge the duties of the Committee hereunder.

1.12                            “Compensation” means the sum of the Participant’s Base Salary and Annual Bonus for the Plan Year.

1.13                            “Company Matching Contribution” means the annual notional matching contribution which is credited to the Participant’s Deferral Account for the Plan Year.

1.14                            “Deferral Account” means a bookkeeping account created for each Participant that may be credited with Deferral Amounts under Section 3.1, Company Matching Contributions under Section 3.2, Profit-Sharing Contributions under Section 3.3, and earnings credits under Section 3.4, and debited for any distributions under Article 4.  The Committee may maintain separate sub-accounts with respect to each Participant with regard to the Participant’s Deferral Amounts, Company Matching Contributions, and Profit-Sharing Contributions in order to properly track such amounts.  If this is the case, references to a Participant’s “Deferral Account” shall be deemed to refer to the total of all such sub-accounts as necessary to properly implement the Plan.

1.15                            “Deferral Agreement” means the agreement between an Employer or the Committee and a Participant, including any amendments thereto, which specifies the Deferral Amount to be withheld on behalf of a Participant, subject to any procedures established by the Committee.  Each Deferral Agreement or amendment thereto shall be made or confirmed in writing under procedures established by the Committee.

1.16                            “Deferral Amount” means the whole percentage, up to 50%, by which a Participant’s Base Salary plus the whole percentage, up to 80%, by which the Annual Bonus is reduced on account of a Participant’s Deferral Agreement.

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1.17                            “Disability” means (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the Participant, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of an Employer, or (c) is determined to be totally disabled by the Social Security Administration.

1.18                            “Effective Date” means January 1, 2007.

1.19                            “Eligible Employee” means an Employee who is designated for participation in the Plan by the Committee and listed in Appendix A hereto (which Appendix A shall be updated from time to time by the Committee).  An Employee shall be eligible if the employee is eligible for the career expatriate benefit policy.  The Committee may, at its sole discretion, add or delete an Eligible Employee from Appendix A at any time.  Such amendment of Appendix A shall not affect an Eligible Employee’s Deferral Agreement for the current Plan Year.

1.20                            “Employee” means an individual who is employed by the Sponsor or an Affiliate.

1.21                            “Employer” means the Sponsor and any Affiliate.

1.22                            “Former Participant” means any Eligible Employee or former Eligible Employee who has ceased to be a Participant and on whose behalf a Deferral Account continues to be maintained by the Plan.

1.23                            “Key Employee” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Sponsor as determined in accordance with Section 409A and the procedures established by the Sponsor.

1.24                            “Participant” means an Eligible Employee who becomes a Participant in accordance with Section 2.1.

1.25                            “Plan” means the AES Corporation International Retirement Plan.

1.26                            “Plan Year” means the 12-month period ending on the last day of the fiscal year of the Sponsor, which shall be December 31 of each calendar year.  The first Plan Year begins on January 1, 2007.

1.27                            “Profit-Sharing Contribution” means the annual discretionary notional Profit-Sharing Contribution which may be added to the Participant’s Deferral Account for a Plan Year.

1.28                            “Section 409A” shall mean Section 409A of the Code, the regulations and other binding guidance promulgated thereunder.

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1.29                            “Sponsor” means The AES Corporation, a Delaware Corporation, or any successor thereto.

1.30                            “Termination of Employment” means a separation from service (as defined in section 409A(a)(2)(A)(i) of the Code) from the Sponsor and all of its controlled group members within the meaning of Section 409A.  For purposes hereof, the determination of controlled group members shall be made pursuant to the provisions of Section 414(b) and 414(c) of the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(1),(2) and (3) of the Code and Treas. Reg. § 1.414(c)-2; provided, further, where legitimate business reasons exist (within the meaning of Treas. Reg. § 1.409A-1(h)(3)), the language “at least 20 percent” shall be used instead of “at least 80 percent” in each place it appears.  Whether a Participant has a separation from service will be determined based on all of the facts and circumstances and in accordance with the guidance issued under Section 409A. For this purpose, a Participant will be presumed to have experienced a separation from service when the level of bona fide services performed permanently decreases to a level less than twenty percent (20%) of the average level of bona fide services performed during the immediately preceding thirty-six (36) month period or such other applicable period as provided by Section 409A..

1.31                            “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, a beneficiary, or a dependent (as determined under Section 152(a) of the Code, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant; the need to pay for the funeral expenses of a spouse, beneficiary or dependent (as defined above); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant..

ARTICLE 2 - ELIGIBILITY AND PARTICIPATION

2.1                                  Commencement of Participation

An Eligible Employee shall become a Participant as of the date he is designated as an Eligible Employee by the Committee.  An Eligible Employee’s participation in the Plan shall be effective upon notification to the Eligible Employee by the Committee of eligibility to participate in the Plan. A Participant may contribute a Deferral Amount by completing a Deferral Agreement in accordance with the procedures set forth by the Committee.  The Deferral Agreement shall set forth the whole percentage of a Participant’s Base Salary or Annual Bonus that shall be deferred for the applicable Plan Year or portion thereof, subject to such limits as the Committee may establish.  A Participant’s Deferral Agreement for a Plan Year shall continue in effect from Plan Year to Plan Year unless the Participant completes a new Deferral Agreement (or cancels his Deferral Agreement) in a timely manner in accordance with the procedures set forth by the Committee.

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2.2                                  Time Limitation for Deferral Agreement

A Deferral Agreement shall be effective to defer a Participant’s Base Salary and Annual Bonus only if it is received by the Committee by December 31 of the calendar year before the calendar year in which the Participant’s services relating to the Base Salary and Annual Bonus are to be performed (or at such other earlier times as may be established by the Committee) or continues in effect from the prior Plan Year as described in Section 2.1.  Notwithstanding the provisions of the preceding sentence, if permitted by the Committee, a Deferral Agreement with respect to a Participant’s Annual Bonus shall be given effect if made by June 30 of the Plan Year for which the Annual Bonus is to be paid, provided that the Committee determines that the Annual Bonus satisfies the requirements for “performance-based compensation” within the meaning of section 409A(a)(4)(B)(iii) of the Code.  In addition, if a Participant is newly eligible to participate in the Plan in accordance with section 409A(a)(4)(B)(ii) of the Code, the Participant may enter into a Deferral Agreement within 30 days of eligibility, provided that such Deferral Agreement may apply only to Base Salary and Annual Bonus paid for services performed by the Participant after the date of such Deferral Agreement.  Accordingly, if a Deferral Agreement is made in the first-year of eligibility but after the beginning of the specified performance period (e.g., annual bonus compensation), the Deferral Agreement shall only apply to