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AGREEMENT made as of this 14th day of February, 2003 (the "Effective Date"), between The AES Corporation, a Delaware
corporation (the "Company" ), and Barry J. Sharp (the "Executive" ).
WHEREAS, the Executive is currently employed by the Company in the position of Executive Vice President and Chief
Financial Officer and the Company wishes to ensure the continued employment of the Executive with the Company;
WHEREAS, the parties desire to enter into this agreement setting forth the terms and conditions of the continuing
employment relationship of the Executive with the Company (this "Agreement");
NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein
contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to
continue to serve the Company, on the terms and conditions set forth herein.
2. Term. The term of this Agreement (the "Term") shall commence as of the Effective Date and shall end on
December 31, 2005, provided, however , that commencing on January 1, 2005, and on each subsequent January 1 (each such
January 1, a "Renewal Date" ), the Term shall automatically be extended for one (1) additional year unless, not later than the
date which is six (6) months prior to such Renewal Date, the Company or the Executive shall have given notice not to extend the
Term for such one (1) additional year; and further, provided, that if a Change in Control (as hereinafter defined) occurs during
the Term, the Term shall not end prior to the second anniversary of such Change in Control.
3. Position and Duties. The Executive shall serve as Executive Vice President and Chief Financial Officer of the
Company and shall ha