PERFORMANCE UNIT AWARD AGREEMENT PURSUANT TO THE AES CORPORATION 2003 LONG TERM COMPENSATION PLAN

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

The Employee is hereby granted an Award of the total number of Performance Units set forth above. The Performance Units will be reflected in a book account by the Company during the Performance Period (as defined below). Contingent upon achieving or exceeding 75% or more of the Performance Target, the value of vested Performance Units, will be paid in cash in calendar year 2016 (the “Payment Date”), as soon as administratively practicable following the end of the Performance Period.

The “Performance Period” is the period beginning on January 1, 2014 and ending on December 31, 2016.

This Award of Performance Units will vest, in accordance with and subject to the terms of this Agreement, in three equal installments on each of December 31, 2014, December 31, 2015, and December 31, 2016 (each a “Vesting Date”); provided, however, that if:

the Employee Separates from Service prior to the end of the Performance Period by reason of the Employee’s death or a Separation from Service on account of Disability, all Performance Units referenced in the chart above shall vest on such termination date and a cash amount equal to $1 for each Performance Unit shall be paid to the Employee on the date of Separation from Service; provided, however, any payment due to the Employee by reason of a Separation from Service on account of Disability shall be delayed to the extent required by Section 14(k)(i) of the Plan;

(i) the Employee Separates from Service prior to the Payment Date by reason of a Separation from Service by the Company for cause (as determined by the Committee in its sole discretion) or (ii) the Employee Separates from Service prior to the final Vesting Date by reason of a voluntary Separation from Service by the Employee (including any retirement other than a Qualified Retirement), this Award of Performance Units (including any vested portion) will be forfeited in full and cancelled by the Company, and shall cease to be outstanding, upon such termination date; and

the Employee Separates from Service for any other reason, including on account of a Qualified Retirement, by reason of death or Disability subsequent to the end of the Performance Period, or by reason of a Separation from Service by the Company (other than for cause, voluntarily by the Employee not as part of a Qualified Retirement or by reason of death or Disability as provided in paragraphs 4(A) and 4(B)), the Employee will be eligible to receive the value of his or her vested Performance Units on the Payment Date in accordance with and subject to the terms set forth in paragraph 5 below. For purposes of this Agreement, “Qualified Retirement” means the Employee’s retirement at a time when such Employee is at least 60 years of age and has at least seven years of service as an employee of the Company and/or one or more of its Affiliates.

Each Performance Unit represents a right to receive the applicable Performance Unit value in the chart below, in cash on the Payment Date, if and only if, such Performance Unit (i) has not been forfeited prior to its Vesting Date and (ii) has vested in accordance with the terms of this Agreement.

In addition, in the event that a Change of Control occurs prior to the end of the Performance Period, if the Performance Units described herein have not already been previously forfeited or cancelled, such Performance Units shall become fully vested (for the total number of Performance Units set forth in paragraph 1) and payable in a cash amount equal to $1.00 for each Performance Unit. Payment of any amount payable pursuant to the preceding sentence may be made in cash and/or securities or other property, in the Committee’s discretion, and will be made contemporaneous with the completion the Change of Control.

Notices hereunder and under the Plan, if to the Company, shall 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 (or as subsequently designated by the Company), attention of the Plan Administrator, or, if to the Employee, shall be delivered to the Employee, which may include electronic delivery, or mailed to his or her address as the same appears on the records of the Company.

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

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

This Award is intended to satisfy the requirements of Section 409A of the Code (or an exception thereto) and shall be administered, interpreted and construed accordingly. A payment shall be treated as made on the specified date of payment if such payment is made at such date or a later date in the same calendar year or, if later, by the 15th day of the third calendar month following the specified date of payment, as provided and in accordance with Treas. Reg. § 1.409A-3(d). 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 timings and effectiveness of the payment of the Performance Units, 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.

The Employee acknowledges that any income for federal, state or local income tax purposes that the Employee is required to recognize on account of the vesting of the Performance Units and/or payment in settlement of the Performance Units to the Employee shall be subject to withholding of tax by the Company.  In accordance with administrative procedures established by the Company, the Company shall mandatorily satisfy the Employee’s minimum statutory withholding tax obligations, if any, by withholding from the payment in settlement of the Performance Units to be made to the Employee a sufficient amount equal to the applicable minimum statutory withholding tax obligation.

Notwithstanding any other provisions in this Agreement, any Performance Units subject to recovery under any law, government regulation, stock exchange listing requirement, or Company policy, shall be subject to such deductions, recoupment and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy.

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