



                                                                   EXHIBIT 3.1

                                    EXHIBIT A

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               THE AES CORPORATION

                     Pursuant to Section 245 of the General
                    Corporation Law of the State of Delaware


                  Article I. The name of the  corporation is The AES Corporation
(the "Corporation").


                Article II. The address of the  Corporation's  registered office
in the State of Delaware is Suite L-l00,  32 Loockerman  Square,  in the City of
Dover,  County of Kent.  The name of its  registered  agent at such  address  is
United States Corporation Company.


                Article III. The purpose of the  Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware, as amended from time to time.


                Article  IV. 1. The total  number  of shares of all  classes  of
capital  stock that the  Corporation  is  authorized to issue is one hundred one
million  (101,000,000),  of which one  hundred  million  (100,000,000)  shall be
Common Stock, par value one cent ($0.01) per share, and one million  (1,000,000)
shall be Preferred  Stock,  without par value.  The designations and the powers,
preferences  and rights of the Common  Stock and the  Preferred  Stock,  and the
qualifications,  limitation  or  restrictions  thereof,  are as  provided  in or
pursuant to this Article IV.


                2.  (a) The  rights  of  holders  of  Common  Stock  to  receive
dividends or to share in the distribution of assets in the event of liquidation,
dissolution or winding up of the affairs of the Corporation  shall be subject to
the  preferences and other rights of the Preferred Stock as may be fixed in this
Certificate of Incorporation or in the resolution or resolutions of the Board of
Directors providing for the issuance of such Preferred Stock.

                 (b) The  holders of Common  Stock shall be entitled to one vote
for  each  share  of  Common  Stock  held by  them of  record  at the  time  for
determining the holders thereof entitled to vote.


                  3.  Authority  is hereby  vested in the Board of  Directors to
issue from time to time the Preferred Stock in one or more classes or series and
to fix by the resolution or resolutions  providing for the issuance of shares of
any such  class or series  the  voting  powers,  designations,  preferences  and
relative,   participating,   optional   or  other   special   rights,   and  the
qualifications,  limitations or restrictions thereof, of such class or series to
the full extent permitted by this  Certificate of Incorporation  and the General
Corporation  Law of the  State  of  Delaware.  The  authority  of the  Board  of
Directors with respect to each such series shall include, but not be limited to,
determination of the following:


              (i) The  number of shares  to  constitute  such  class or  series,
         and the distinctive  designation thereof;

             (ii) The voting powers, full or limited,if any,  of such class or
         series;

            (iii) The rate of  dividends  payable  on  shares  of such  class or
         series,  the  conditions on which and the times when such dividends are
         payable,  the  preference  to, or the  relations to, the payment of the
         dividends  payable  on any other  class or  series  of  stock,  whether
         cumulative or  noncumulative,  and, if cumulative,  the date from which
         dividends on shares of such class or series shall be cumulative;


              (iv) The right,  if any, of the  Corporation  to redeem  shares of
         such class or series and the terms and conditions of such redemption


              (v) The  requirement of any sinking fund or funds to be applied to
         the  purchase or  redemption  of shares of such class or series and, if
         so, the amount of such fund or funds and the manner of application;


              (vi)  The  rights  of  shares  of such  class or  series  upon the
         liquidation,  dissolution or winding up of, or upon any distribution of
         the assets of, the Corporation;


              (vii) The  rights,  if any, of the holders of shares of such class
         or series to convert such shares into,  or to exchange such shares for,
         shares of any other class or series of stock and the price or prices or
         rate or rates of exchange at which such shares shall be  convertible or
         exchangeable  and any  adjustments  thereto,  and any  other  terms and
         conditions of such conversion or exchange; and


              (viii) Any other preferences and relative, participating, optional
         or  other  special  rights  of  shares  of such  class or  series,  and
         qualifications,   limitations  or   restrictions   including,   without
         limitation,  any  restriction on an increase in the number of shares of
         any  class or series  theretofore  authorized  and any  qualifications,
         limitations or  restrictions of rights or powers to which shares of any
         future class or series shall be subject.


                  4. The number of authorized  shares of any class or classes of
stock of the Corporation  may be increased or decreased by the affirmative  vote
of the holders of a majority of the stock of the Corporation that is entitled to
vote,  without a  separate  class  vote of any class or  classes of stock of the
Corporation,  except  as  may be  otherwise  provided  in  this  Certificate  of
Incorporation  or in the resolution or  resolutions  fixing the voting rights of
any class or series of the Preferred Stock.


                  5. No holder  of Common  Stock or  Preferred  Stock,  as such,
shall have or be entitled to any preemptive right whatsoever.

                  Article V.  The Corporation is to have perpetual existence.


                  Article VI. The Board of Directors is expressly  authorized to
adopt, alter or repeal the ByLaws of the Corporation, except for any By-Law that
by its terms  states  that it may be amended or  repealed  only by action of the
stockholders.


                  Article  VII.  Meetings  of  stockholders  may be held at such
place,  either  within or without  the state of  Delaware,  as the  By-Laws  may
provide. Elections of directors need not be by written ballot unless the By-Laws
of the Corporation shall so provide.


                  Article  VIII.  The  Corporation  reserves the right to amend,
alter,  change  or  repeal  any  provision  contained  in  this  Certificate  of
Incorporation in the manner now or hereafter  prescribed by General  Corporation
Law of the State of Delaware,  and all rights conferred upon stockholders herein
are granted subject to this reservation.


                  Article IX. The number of directors of the  Corporation  shall
be fixed from time to time pursuant to the By-Laws of the Corporation.


                  Article X. No director of this Corporation  shall be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General  Corporation Law of the
State of Delaware,  or (iv) for any transaction  from which the director derived
an improper personal  benefit.  Neither the amendment nor repeal of this Article
X, nor the  adoption  of any  provision  of this  Certificate  of  Incorporation
inconsistent  with this Article X, shall be effective  with respect to any cause
of action,  suit,  claim or other  matter  that,  but for this  Article X, would
accrue or arise prior to such  amendment,  repeal or adoption of an inconsistent
provision.
