Exhibit
10.33


AES
CORPORATION


INTERNATIONAL
RETIREMENT PLAN


EFFECTIVE
JANUARY 1, 2007


 















 


TABLE OF
CONTENTS


	
  ARTICLE 1 - DEFINITIONS

  	
   

  	
  1

  
	
  ARTICLE 2 - ELIGIBILITY
  AND PARTICIPATION

  	
   

  	
  4

  
	
  ARTICLE 3 - ACCOUNTS

  	
   

  	
  5

  
	
  ARTICLE 4 - DISTRIBUTION

  	
   

  	
  6

  
	
  ARTICLE 5 - BENEFICIARY DESIGNATION

  	
   

  	
  6

  
	
  ARTICLE 6 - ADMINISTRATION

  	
   

  	
  7

  
	
  ARTICLE 7 - MISCELLANEOUS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  APPENDIX A

  	
   

  	
   

  



 


 
















 


AES
CORPORATION

INTERNATIONAL RETIREMENT PLAN


Effective
January 1, 2007


The AES Corporation (the “Sponsor”)
hereby establishes 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.


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
or such other investment benchmark as may be determined by the Committee, in
its sole discretion, form time to time.


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 (not excluding any
pre-tax salary reduction amounts).


1.4                                 “Balance”
of a Deferral Account means the total amount which has been credited to such
Deferral Account, from time to time, 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 base salary (not excluding any pre-tax salary
reduction amounts).


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.



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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 International Retirement Plan Administrative
Committee as designated by the Sponsor.


1.12                           “Compensation” means the sum of the Participant’s Base Salary and
Annual Bonus for the Plan Year.  In
addition to such amounts as may be designated by the Committee, in its sole
discretion, from time to time, any assignment related allowances are not
eligible for benefit purposes under this Plan and shall not be included in the
definition of Compensation.  Long Term
Compensation (as defined in The AES Corporation 2003 Long Term Compensation
Plan or any successor long term compensation plan) shall not be included in the
definition of Compensation.


1.13                           “Company
Matching Contribution” means the annual notional company 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, for the 2007 Plan Year, 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.  The
Committee may, in its sole discretion, change the Deferral Amount for
subsequent Plan Years.



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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.


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 will know that he or she is an Eligible Employee if the employee is
informed by the Sponsor in writing that he or she is eligible for the
Leadership Development Expatriate Program. 
The Committee may, at its sole discretion, add or delete an Eligible
Employee from Appendix A at any time and participation in the Plan by an
employee for one Plan Year shall not guarantee participation in the Plan for
subsequent Plan Years.  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                           “Participant” means an Eligible Employee who
becomes a Participant in accordance with Section 2.1.


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


1.25                           “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.


1.26                           “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.



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


1.28                           “Termination of
Employment” means a separation from service (as defined in section
409A(a)(2)(A)(i) of the Code) from an Employer.


1.29                           “Unforeseeable
Emergency” means a severe financial hardship to the Participant, as more fully
described in section 409A(a)(2)(B)(ii)(I) of the Code.


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.  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.


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 one month (or such lesser period of time as determined in writing
by the Committee in its sole discretion from time to time) before the end 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 continues
in effect from the prior Plan Year as described in Section 2.1.  Notwithstanding 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, in the Committee’s sole
discretion, enter into a Deferral Agreement within 30 days of eligibility,
provided that such Deferral Agreement may apply only to Base Salary and Annual
Bonus earned by the Participant after the date of such Deferral Agreement.



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2.3                                 Termination of Participation


Once an Eligible Employee becomes a Participant as set forth
in Section 2.1, he shall remain a Participant until the earliest of:  (i) the date of his Termination of Employment
or the date he ceases to be an Eligible Employee, or (ii) the date the
Committee determines that he shall no longer participate in the Plan.  A Former Participant shall nevertheless be
entitled to receive the Balance of his Deferral Account, if any, in accordance
with the Plan.


ARTICLE
3 - ACCOUNTS


3.1                                 Effect of Deferral
Agreement


Commencing with the effective date of a
Participant’s Deferral Agreement, the Participant’s Base Salary shall be
reduced by the Deferral Amount specified in the Deferral Agreement on a ratable
basis over the Plan Year or remainder thereof, and a corresponding amount shall
be credited to the Participant’s Deferral Account as soon as practicable after
the date of each such reduction. 
Similarly, the Participant’s Annual Bonus shall be reduced by the
applicable Deferral Amount specified in the Deferral Agreement for the Plan
Year, and a corresponding amount shall be credited to the Participant’s
Deferral Account as soon as practicable after the date of such reduction.  Notwithstanding the foregoing, in the event
that a distribution is made to a Participant from the Plan on account of an
Unforeseeable Emergency under Section 4.3, deferrals under the Participant’s
Deferral Agreement shall be cancelled for the remainder of the Plan Year.


3.2                                 Company Matching Contributions


An Employer shall make a Company Matching Contribution for
each Participant who has a Deferral Amount for each Plan Year in such amount as
may be determined by the Committee, in its sole discretion, from time to
time.  For the 2007 Plan Year, the amount
of the Company Matching Contribution shall be equal to 100% of the Participant’s
Deferral Amount for the Plan Year up to a maximum of 5.0% of such Participant’s
Compensation for the Plan Year.  The
Company Matching Contribution shall be credited to the Participant’s Deferral
Account not later than the last day of the applicable Plan Year.


3.3                                 Profit-Sharing Contributions


An Employer may make a Profit-Sharing Contribution for each
Participant for each Plan Year beginning on or after the Effective Date during
which such Employee was a Participant. 
The Participating Employer shall determine the amount of the
Profit-Sharing Contribution in its sole discretion, and the Profit-Sharing
Contribution shall be credited to the Participant’s Deferral Account not later
than the last day of the applicable Plan Year. 
The Profit-Sharing Contribution shall be a specified percentage of the
Base Salary of the Participant.  The
Participant’s Annual Bonus shall not be considered in the calculation of the
Profit-Sharing Contribution.



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3.4                                 Earnings
Credits


A Participant’s
Deferral Account shall be credited at the end of each business day following
its establishment and prior to full distribution with the product of:  (i) the applicable Account Earnings Rate, and
(ii) the Balance of the Deferral Account as of the immediately preceding
business day (adjusted for any contributions or distributions, if applicable).


ARTICLE
4 - DISTRIBUTION


4.1                                 Available Forms of
Distribution


The only form of distribution available is a single lump sum payment.


4.2                                 Distribution of
Deferral Account Balance


Subject to Section 4.3 and Section 4.4, a Participant’s Deferral
Account Balance shall be distributed six months and one day following the
Participant’s Termination of Employment, or if such day is not a business day,
on the first business day thereafter.


4.3                                 Unforeseeable Emergency
Distribution


Notwithstanding Section 4.2, in the
event a Participant incurs an Unforeseeable Emergency, the Plan shall
distribute the portion of the Participant’s Deferral Account Balance necessary
to satisfy the Unforeseeable Emergency, including any taxes that are required
to be paid as a result of the distribution, after taking into account the
extent to which any emergency may be relieved by insurance or otherwise, as
determined in accordance with section 409A(a)(2)(B)(ii) of the Code.


4.4                                 Death or Disability


Notwithstanding Section 4.2, in the
event of a Participant’s Disability or death, the Participant’s entire Deferral
Account Balance shall be distributed to the Participant or the Participant’s
Beneficiary in the form of a lump sum as soon as practicable following such
event.


ARTICLE
5 - BENEFICIARY DESIGNATION


5.1                                 Designation of Beneficiary and Change of
Designation


A Participant shall have the right, at any time, to designate any
person or persons as the Participant’s Beneficiary or Beneficiaries (both
primary as well as secondary) to whom any vested but unpaid benefits under this
Plan shall be paid in the event of the Participant’s death.  Each Beneficiary designation shall be made on
the Beneficiary Designation Form approved by the Committee, and will be
effective only when filed with the Committee during the Participant’s
lifetime.  Any Beneficiary designation
may be changed by the Participant without the consent of any designated
Beneficiary by the filing of a new Beneficiary Designation Form with the
Committee.  The filing of a new
Beneficiary Designation Form will cancel all Beneficiary designations
previously filed.



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5.2                                 Absence of Designation


In the absence of an effective Beneficiary Designation, or if all
designated Beneficiaries predecease a Participant or die prior to complete
distribution of the Participant’s benefits, then the Participant’s designated
Beneficiary shall be deemed to be the Participant’s estate.


5.3                                 Payment to Beneficiary


The payment to a Beneficiary or a deemed Beneficiary shall completely
discharge the Sponsor’s obligations under this Plan.


ARTICLE 6 -
ADMINISTRATION


6.1                                 Duties and Powers of the Committee


The Plan shall be administered by the Committee.  The Committee shall establish such rules and
procedures and make such factual and legal determinations as it deems appropriate
for the administration of the Plan.  The
Committee shall have the full power, discretion and authority to interpret,
construe and administer the terms of the Plan, and all decisions made by the
Committee shall be final and binding. 
The Committee may employ legal counsel, consultants, actuaries, and
others as it deems desirable in the administration of the Plan.  Actions of the Committee shall be authorized
by majority vote of the participating members and shall only be valid if
recorded in writing in the minutes or resolutions of Committee meetings (which
need not be held in person).


6.2                                 Claims for Benefits


A Claimant may bring a claim for benefits under this Plan by filing a
written application for benefits with the Committee.  The Committee shall review such claim and
shall decide such claim within a reasonable time.


ARTICLE 7 -
MISCELLANEOUS


7.1                                 No Contract of Employment


This Plan is not intended to constitute a contract of employment, and
the Sponsor and any Affiliate retain the right to discharge or discipline any
Employee for any reason.


7.2                                 Funding


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.



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7.3                                 Liability of Sponsor


Subject to its obligation to pay Balances of Participants’ Accounts
pursuant to the terms of this Plan, neither the Sponsor nor anyone acting on
behalf of the Sponsor shall be liable for any act performed or the failure to
perform any act with regard to this Plan, except as otherwise required by law.


7.4                                 Notices


Each Participant or Beneficiary shall be responsible for furnishing the
Committee with the current and proper address for the mailing of notices.  Any notice required or permitted to be given
shall be deemed given if directed to the person to whom addressed.


7.5                                 Binding Effect


The terms of this Plan shall be binding on the Participants, their
Beneficiaries, and their legal representatives, and on the Sponsor and any
Affiliate, and their successors, assigns, and legal representatives.


7.6                                 Non-alienation


None of the payments, benefits or rights of any Participant or
Beneficiary shall be subject to the claims of any creditor, and, in particular,
to the fullest extent permissible by law, all such payments, benefits and
rights shall be free from attachment, garnishment, trustee’s process or any
other legal or equitable process available to any creditor of such Participant
or Beneficiary.


7.7                                 Incapacity


If the Committee determines that a Participant or Beneficiary is
incompetent by reason of legal minority or physical or mental disability, the
Committee shall have the power to cause the payments becoming due to such
person to be made to another for the benefit of the minor or incompetent,
without responsibility of the Sponsor or the Committee to see to the
application of such payment.  Payments
made in accordance with the application of such power shall operate as a
complete discharge of all obligations of the Sponsor and the Committee to the
extent of such payment.


7.8                                 Amendment or Termination


This Plan may be amended or terminated, in whole or in part, at any
time by action of the Sponsor in writing, without the consent of any
Participant.  Notwithstanding the
foregoing, subject to section 7.13, no amendment or termination of the Plan
shall reduce any portion of any Participant’s Deferral Account Balance as of
the date of such amendment or termination without his or her consent.  Except as otherwise permitted by section 409A
of the Code, the termination of the Plan shall not result in any acceleration
of the payment of any Deferral Account under the Plan.



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7.9                                 Other Plans


Nothing contained in this Plan shall preclude a Participant, to the
extent he is otherwise eligible, from participation in any group insurance,
pension, savings, or other employee benefit plans or programs which the Sponsor
or an Affiliate in its discretion may make available to its employees, but the
Sponsor or the Affiliate shall not be required to establish, maintain or
continue any such plan or program by reason of this Plan.  Any amounts payable under this Plan shall not
be deemed to be salary, bonus or other compensation paid to a Participant for
purposes of computing contributions to or benefits under any other employee
benefit plan or program, unless specifically required pursuant to such other
plan or program.


7.10                           Integrated Agreement


This Plan document represents the entire agreement between the Employer
and the Participants concerning the subject matter hereof.


7.11                           Severability


If any provision of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provision
hereof, and this Plan shall be construed and enforced as if such provision had
not been included.


7.12                           Construction


The masculine gender includes the feminine, and the singular the
plural, and vice versa, unless the context clearly requires otherwise.  The headings and captions contained herein are
provided for convenience only, shall not be considered part of the Plan, and
shall not be employed in construction of the Plan.


7.13                           Code Section 409A Compliance


Notwithstanding any other provision of the Plan to
the contrary, the Committee shall have the power to prospectively or
retroactively revise the amount, timing or form of any distribution under the
Plan and/or any Participant elections under the Plan or to take any other
action as it, in its discretion, deems appropriate in order to maintain the
Plan in compliance with the requirements of section 409A of the Code, in each
case, without the consent of the Participant.


7.14         No
Effect on Employment Rights


Nothing contained herein shall be construed as a contract
of employment with any person.  The Plan
and its establishment shall not confer upon any person the right to be retained
in the service of the Corporation or limit the right of the Corporation to
discharge or otherwise deal with any person without regard to the existence of
the Plan.



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7.15         Taxes


The Corporation shall have the right to deduct any
required taxes from each payment to be made under the Plan.


7.16         Governing
Law


The Plan is established under and shall be subject
to and construed in accordance with the laws of the Commonwealth of Virginia,
to the extent that such laws are not preempted by the Employee Retirement
Income Security Act of 1974.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]



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IN WITNESS WHEREOF, and
intending to be legally bound hereby, The AES Corporation has caused its
authorized officer to execute this document this _____ day of _____________,
2006, effective as of January 1, 2007.


 


	
  

  	
   

  	
   

  	
  The AES CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
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