Restricted Stock Unit Award Agreement – AES Corp.

1.

This Award of RSUs is subject to all terms and conditions of this Agreement
and the Plan, the terms of which are incorporated herein by reference:

Name of Employee:

Fidelity System ID:

Grant Date:

Grant Price:

Total Number of RSUs Granted:

2.

Each RSU represents a right to receive one Share on the appropriate Vesting
Date (as defined below) in accordance with the terms of this Agreement;
provided, however, that in lieu of delivery of a Share, the Committee may, in
its discretion, cause the Company to deliver cash having a Fair Market Value
equivalent to a Share. Any payment due to the Employee under this Agreement
shall be made promptly following the date the RSUs vest under paragraph 4 or 5
of this Agreement, but in no event later than March 15^th of the
calendar year following the calendar year in which the RSUs vest.

3.

An RSU (i) does not represent an equity interest in the Company, (ii) carries
no voting, dividend or dividend equivalent rights, and (iii) the holder will not
have an equity interest in the Company or any of such shareholder rights, unless
the vesting conditions of the RSU are met and the RSU is paid out with a Share
rather than cash.

4.

This Award of RSUs will vest, in accordance with and subject to the terms of
this Agreement, in three equal installments on February , , February , , and
February , , (each a “Vesting Date”) provided, however, that if:

(A)

the Employee Separates from Service prior to the applicable Vesting Date by
reason of the Employee’s death or a Separation from Service on account of
Disability, all RSUs that have not previously vested shall vest and be paid to
the Employee; and

(B)

if the Employee Separates from Service prior to the applicable Vesting
Date for any reason, including, but not limited to, voluntarily by the
Employee, on account of Retirement, or by reason of a Separation from
Service by the Company with or without cause (other than by reason of death
or Disability), all RSUs that have not previously vested shall be
immediately cancelled and forfeited without payment or further obligation by the
Company or any Affiliate.

5.

In the event that a Change of Control occurs prior to the applicable Vesting
Date, if the RSUs described herein have not already been previously forfeited or
cancelled, such RSUs will become fully vested contemporaneous with the
completion of the Change of Control; provided, however, that in connection with
a Change in Control and certain other events, payment of any obligation payable
pursuant to the preceding sentence may be made in cash of equivalent value
and/or securities or other property in the Committee’s discretion.

6.

It is intended that under current U.S. federal income tax laws, the Employee
will not be subject to income tax unless and until Shares and/or cash are
delivered to the Employee on the Vesting Date, at which time the Fair Market
Value of the Shares and/or cash will be reportable as ordinary income, and
subject to income tax withholding as well as social security and Medicare (FICA)
taxes. The Company and its subsidiaries and affiliates have the right (i) to
withhold any tax required to be withheld in connection with this Award of RSUs
from Shares and/or cash otherwise deliverable to the Employee or from any other
payment to be made to the Employee, or (ii) to otherwise condition the
Employee’s right to receive or retain the Shares and/or cash on the Employee
making arrangements satisfactory to the Company or any of its subsidiaries or
affiliates to enable any related tax obligation of the Employee to be satisfied.
The Employee should consult his or her personal advisor to determine the effect
of this Award of RSUs on his or her own tax situation.

7.

Notices hereunder and under the Plan, if to the Company, will be delivered to
the Plan Administrator (as so designated by the Company) or mailed to the
Company’s principal office, 4300 Wilson Boulevard, Arlington, VA 22203,
attention of the Plan Administrator, or, if to the Employee, will be delivered
to the Employee or mailed to his or her address as the same appears on the
records of the Company.

8.

All decisions and interpretations made by the Board of Directors or the
Committee with regard to any question arising hereunder or under the Plan will
be binding and conclusive on all persons. Unless otherwise specifically provided
herein, in the event of any inconsistency between the terms of this Agreement
and the Plan, the Plan will govern.

9.

By accepting this Award of RSUs, the Employee acknowledges receipt of a copy
of the Plan and the prospectus relating to this Award of RSUs, and agrees to be
bound by the terms and conditions set forth in this Agreement and the Plan, as
in effect and/or amended from time to time.

10.

This Award is intended to be excepted from coverage under Section 409A of the
Code and shall be administered, interpreted and construed accordingly. The
Employee shall have no right to designate the date of any payment under this
Agreement. Each payment under this Agreement is intended to be excepted under
the short-term deferral exception as specified in Treas. Reg. § 1.409A-1(b)(4)
The Company may, in its sole discretion and without the Employee’s consent,
modify or amend the terms and conditions of this Award, impose conditions on the
timing and effectiveness of the issuance of the Shares, or take any other action
it deems necessary or advisable, to cause this Award to comply with Section 409A
of the Code (or an exception thereto). Notwithstanding, the Employee recognizes
and acknowledges that Section 409A of the Code may impose upon the Employee
certain taxes or interest charges for which the Employee is and shall remain
solely responsible.

11.

This Agreement will be governed by the laws of the State of Delaware without
giving effect to its choice of law provisions.

The AES CORPORATION

By:

Name: Rita Trehan

Title: Vice President, Human Resources