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The AES Corporation Profit Sharing and Stock Ownership Plan
Pursuant to the authority granted to the undersigned by the Board of Directors of the AES Corporation, The AES
Corporation Profit Sharing and Stock Ownership Plan (the "Plan") is hereby amended, effective as of the closing date of the
purchase of AES NewEnergy, Inc. by CEG Acquisition, LLC., as follows:
1. AES New Energy, Inc. and its subsidiary entities shall cease to be participating Employers in the Plan effective as of the
closing date of the purchase of AES NewEnergy, Inc. by CEG Acquisition, LLC.
2. A new Subsection 7.5(l) is added to the Plan which reads as follows:
"(l) Notwithstanding any provision of the Plan to the contrary, Participants who cease participation in the Plan due
to the sale of AES NewEnergy, Inc. to CEG Acquisition, LLC shall be 100% vested in the total market value of their Plan
accounts effective as of the closing date of such sale."
3. The first paragraph of Section 8.2 is amended and restated in its entirety to read as follows:
"Upon retirement of a Participant, the Administrative Committee shall, as directed by the Participant, direct the Trustee to
apply the amount standing to the credit of such Employee's Elective Contributions Account, Voluntary Employee Contributions
Account, Employer Matching Contributions Account, Profit Sharing Contributions Account, Transferred Contributions
Account, Participant Directed Account, Rollover Contributions Account and ESOP Account (less the amount of any
outstanding loans not otherwise rolled over in accordance with the terms of this Plan) by payment of the amounts thereof in
one of the following methods:"
4. Section 8.15 is amended by adding the following to the end of such section:
"Notwithstanding any provision of the Plan to the contrary, if (i) a Participant's participation in the Plan cea