<SUBMISSION>
<ACCESSION-NUMBER>0000950103-02-000262
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20020308
<EFFECTIVENESS-DATE>20020308
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AES CORPORATION
<CIK>0000874761
<ASSIGNED-SIC>4991
<IRS-NUMBER>541163725
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-84008
<FILM-NUMBER>02570490
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1001 N 19TH ST
<STREET2>STE 2000
<CITY>ARLINGTON
<STATE>VA
<ZIP>22209
<PHONE>7035221315
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>mar0702_s8.txt
<TEXT>


     As filed with the Securities and Exchange Commission on March 8, 2002

                                                   Registration No. 333-________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                   ----------

                               THE AES CORPORATION
               (Exact name of issuer as specified in its charter)


            DELAWARE                                            54-1163725
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)


                             1001 NORTH 19th Street
                            Arlington, Virginia 22209
                    (Address of principal executive offices)

                                   ----------

                               THE AES CORPORATION
                       2001 NON-OFFICER STOCK OPTION PLAN
                            (Full title of the plan)

                                   ----------

                                 BARRY J. SHARP
               CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
                               THE AES CORPORATION
                             1001 NORTH 19th Street
                            Arlington, Virginia 22209
                                 (703) 522-1315

                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   ----------

<TABLE>
                               CALCULATION OF REGISTRATION FEE
===============================================================================================
                            Amount      Proposed Maximum        Proposed            Amount of
 Title of Securities         to be       Offering Price     Maximum Aggregate     Registration
  to be Registered        Registered     Per Share($)(2)   Offering Price($)(2)     Fee($)(2)
---------------------   -------------   ----------------   --------------------   ------------
<S>                     <C>                  <C>                <C>                <C>
Common Stock (par
 value $.01 per         12,000,000(1)        $5.05              $60,600,000        $5,575.20
 share)
===============================================================================================
</TABLE>

(1)  Plus an indeterminate number of additional shares which may be offered or
     issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions.

(2)  Estimated solely for purposes of calculating the registration fee under
     Rules 457(h) and 457(c). The proposed maximum offering price per share with
     respect to shares issuable under the 2001 Non-Officer Stock Option Plan as
     of the filing date hereof is based upon the average of the high and low
     prices of the Registrant's Common Stock on the New York Stock Exchange on
     March 1, 2002.

================================================================================
<PAGE>


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required to be included in this Registration Statement pursuant to the
introductory note to Part I on Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The AES Corporation (the "Registrant" or the "Company") hereby files this
Registration Statement on Form S-8 with the Securities and Exchange Commission
(the "Commission") to register shares of the Registrant's Common Stock, par
value $.01 per share ("Common Stock"), for issuance pursuant to The AES
Corporation 2001 Non-Officer Stock Option Plan (the "Non-Officer Plan").

             ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with the Commission
pursuant to the Securities and Exchange Act of 1934, as amended (the "1934
Act"), are incorporated by reference herein:

     (1) Registrant's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 2000.

     (2) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the 1934 Act since December 31, 2000.

     (3) All other reports filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
hereof (and prior to the filing of a post-effective amendment which indicates
that all securities offered herein have been sold or which deregisters all
securities then remaining unsold).

     (4) The description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form 8-A (Registration No. 0-12291 filed on
October 9, 1996), as amended by Amendment No. 1 on Form 8-A/A to the Company's
Registration Statement on Form 8-A (filed on October 10, 1996), Amendment No. 1
to the Company's Registration Statement on Form S-3 (Registration No. 333-
46564) filed on November 29, 2000, and including any amendment thereto or report
filed for the purpose of updating such description.

     Any statement contained herein or made in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                        ITEM 4. DESCRIPTION OF SECURITIES

   Not applicable.

                 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

   None.


                                       2
<PAGE>


                ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for 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) pursuant to Section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions), or (iv) for any transaction from which a director
derived an improper personal benefit. The Registrant's certificate of
incorporation contains a provision that eliminates the liability of directors to
the fullest extent permitted by Delaware law. It further provides that if said
provision is amended or repealed, or, an inconsistent provision is adopted, such
amendment, repeal or adoption will not be effective with respect to any cause of
action, suit, claim or other matter that, but for the liability provision, would
accrue or arise prior to such amendment, repeal or adoption.

     Reference is made to Section 145 of the DGCL, which provides that a
corporation may indemnify directors and officers as well as other employees and
agents against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action")) if
they act in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorney's fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Registrant's bylaws provide for indemnification of its directors, officers and
employees to the fullest extent permitted by Delaware law. The Registrant's
bylaws further provide for indemnification of persons serving as directors,
officers, employees or agents at the request of the Registrant for another
entity to the fullest extent permitted by Delaware law. Agents of the Registrant
may be similarly indemnified, at the discretion of the Registrant's board of
directors.

     The Registrant's bylaws provide that the indemnification expressly provided
by statute in a specific case shall not be deemed exclusive of any other rights
to which any person indemnified may be entitled under any lawful agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his or her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

     In addition, the Registrant has purchased and maintains directors' and
officers' insurance.

                   ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

   Not applicable.

                                ITEM 8. EXHIBITS

EXHIBIT
NUMBER                  EXHIBIT
------                  -------

4.01..................  Sixth Restated Certificate of Incorporation of the
                        Registrant (incorporated herein by reference to Exhibit
                        99.1 to the Quarterly Report on Form 10-Q for the three
                        months ended March 31, 2001, Commission File No. 001-
                        12291, filed as of May 15, 2001).*

4.02..................  Amended Bylaws of the Registrant (incorporated herein by
                        reference to Exhibit 99.2 to the Quarterly Report on
                        Form 10-Q for the three months ended March 31, 2001,
                        Commission File No. 001-12291, filed as of May 15,
                        2001).*

5.01..................  Opinion of Davis Polk & Wardwell.

23.01.................  Consent of Independent Public Accountants - Deloitte &
                        Touche LLP.


                                        3
<PAGE>


23.02.................  Consent of Independent Public Accountants - Porta,
                        Cachafeiro, Laria y Asociados.

23.03.................  Consent of Davis Polk & Wardwell (included in their
                        opinion filed as Exhibit 5.01).

24.01.................  Powers of Attorney (included on the signature page of
                        this Registration Statement).

99.01.................  The AES Corporation 2001 Non-Officer Stock Option Plan.

----------
* Incorporated by reference.


                              ITEM 9. UNDERTAKINGS

   (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in this Registration Statement or any material change
     to such information in this Registration Statement;

          (2) That for the purpose of determining any liability under the
     Securities Act of 1933, as amended (the "1933 Act"), each such
     post-effective amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and
where applicable, each filing of the Non-Officer Plan's annual report pursuant
to Section 15(d) of the 1934 Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.


                                       4
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Arlington, Commonwealth of Virginia, on this 8th day of March, 2002.


                                        THE AES CORPORATION


                                        By /s/ William R. Luraschi
                                           -----------------------------------
                                           William R. Luraschi
                                           Senior Vice President and Secretary



                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Dennis W. Bakke, Barry J. Sharp and William R.
Luraschi, and each of them, our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, to do any and all acts and
things and execute, in the name of the undersigned, any and all instruments
which said attorneys-in-fact and agents may deem necessary or advisable in order
to enable The AES Corporation to comply with the 1933 Act, and any requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the filing with the Securities and Exchange Commission of this Registration
Statement on Form S-8 under the 1933 Act, including specifically but without
limitation, power and authority to sign the name of the undersigned to such
Registration Statement, and any amendments to such Registration Statement
(including post-effective amendments), and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, to sign any and all applications, registration statements,
notices or other documents necessary or advisable to comply with applicable
state securities laws, and to file the same, together with other documents in
connection therewith with the appropriate state securities authorities, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.


                                       5
<PAGE>


     Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed this 8th day of March, 2002 by the following persons in the
following capacities:


          SIGNATURE                             TITLE
          ---------                             -----

  /s/  Roger W. Sant                    Chairman of the Board and Director
  -------------------------------
  Roger W. Sant

  /s/  Dennis W. Bakke                  President, Chief Executive Officer and
  -------------------------------       Director (Principal Executive Officer)
  Dennis W. Bakke

  /s/  Dr. Alice F. Emerson             Director
  -------------------------------
  Dr. Alice F. Emerson

  /s/  Robert F. Hemphill, Jr.          Director
  -------------------------------
  Robert F. Hemphill, Jr.

  /s/  Frank Jungers                    Director
  -------------------------------
  Frank Jungers

  /s/  Philip Lader                     Director
  -------------------------------
  Philip Lader

  /s/  John H. McArthur                 Director
  -------------------------------
  John H. McArthur

  /s/  Hazel O'Leary                    Director
  -------------------------------
  Hazel O'Leary

  /s/  Thomas I. Unterberg              Director
  -------------------------------
  Thomas I. Unterberg

  /s/  Robert H. Waterman, Jr.          Director
  -------------------------------
  Robert H. Waterman, Jr.

  /s/  Barry J. Sharp                   Chief Operating Officer and
  -------------------------------       Chief Financial Officer
  Barry J. Sharp


<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT
NUMBER       EXHIBIT
------       -------

 4.01        Sixth Restated Certificate of Incorporation of the Registrant
             (incorporated herein by reference to Exhibit 99.1 to the Quarterly
             Report on Form 10-Q for the three months ended March 31, 2001,
             Commission File No. 001-12291, filed as of May 15, 2001).*

 4.02        Amended Bylaws of the Registrant (incorporated herein by reference
             to Exhibit 99.2 to the Quarterly Report on Form 10-Q for the three
             months ended March 31, 2001, Commission File No. 001-12291, filed
             as of May 15, 2001).*

 5.01        Opinion of Davis Polk & Wardwell.

23.01        Consent of Independent Public Accountants - Deloitte & Touche LLP.

23.02        Consent of Independent Public Accountants - Porta, Cachafeiro,
             Laria y Asociados.

23.03        Consent of Davis Polk & Wardwell (included in their opinion filed
             as Exhibit 5.01).

24.01        Powers of Attorney (included on the signature page of this
             Registration Statement).

99.01        The AES Corporation 2001 Non-Officer Stock Option Plan.

----------
* Incorporated by reference.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.01
<SEQUENCE>3
<FILENAME>mar0702_ex501.txt
<TEXT>

                                                                   EXHIBIT 5.01



                                                 March 8, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

     We are acting as counsel for The AES Corporation (the "Registrant") in
connection with its Registration Statement on Form S-8 (the "Registration
Statement") to register under the Securities Act of 1933, as amended, 12,000,000
shares (the "Plan Shares") of the Registrant's Common Stock, par value of $0.01
per share, issuable pursuant to The AES Corporation 2001 Non-Officer Stock
Option Plan ("Non-Officer Plan").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments relating to the issuance of the Plan Shares as
we have deemed necessary for the purpose of this opinion.

     Upon the basis of the foregoing, we are of the opinion that the Plan Shares
deliverable pursuant to the Non-Officer Plan have been duly authorized and, when
and to the extent issued pursuant to the Non-Officer Plan upon receipt by the
Registrant of adequate consideration therefor, will be validly issued, fully
paid and nonassessable.

     We consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement.



                                Very truly yours,


                                 /s/ Davis Polk & Wardwell
                                -------------------------
                                Davis Polk & Wardwell

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.01
<SEQUENCE>4
<FILENAME>mar0702_ex2301.txt
<TEXT>

                                                                   EXHIBIT 23.01




INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
The AES Corporation on Form S-8 of our report dated January 29, 2001 (May 23,
2001 as to Note 20), relating to the consolidated financial statements of The
AES Corporation for the year ended December 31, 2000, appearing in the Current
Report on Form 8-K of The AES Corporation dated June 5, 2001, and our report
dated June 1, 2001 appearing in the Annual Report on Form 11-K of The AES
Corporation Profit Sharing and Stock Ownership Plan for the year ended December
31, 2000, dated June 29, 2001.

We also consent to the incorporation by reference in this Registration Statement
of The AES Corporation on Form S-8 of our report dated January 25, 2001 (March
27, 2001 as to Footnote 1) relating to the consolidated financial statements of
IPALCO Enterprises, Inc. for the year ended December 31, 2000, appearing in the
Current Report on Form 8-K/A of The AES Corporation dated June 8, 2001.



/s/ Deloitte & Touche LLP
-------------------------
Deloitte & Touche LLP

McLean, Virginia
March 7, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.02
<SEQUENCE>5
<FILENAME>mar0702_ex2302.txt
<TEXT>

                                                                   EXHIBIT 23.02




                          Independent Auditors' Consent
                          -----------------------------

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of The AES Corporation on Form S-8 of
our report dated January 23, 2001, covering C.A. La Electricidad de Caracas and
Corporation EDC, C.A. and their subsidiaries included in the current report
filed on Form 8-K dated June 5, 2001 of The AES Corporation.



Porta, Cachafeiro, Laria y Asociados
A Member Firm of Andersen


/s/ Hector L. Gutierrez D.
--------------------------------
Hector L. Gutierrez D.
Public Accountant CPC no. 24321

Caracas, Venezuela
March 8, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.01
<SEQUENCE>6
<FILENAME>mar0602_ex9901.txt
<TEXT>

                                                                   EXHIBIT 99.01


                               THE AES CORPORATION
                       2001 NON-OFFICER STOCK OPTION PLAN

                                   ARTICLE 1
                                     PURPOSE

         The AES Corporation desires to encourage and promote the growth and
prosperity of the Company by allowing certain employees of the Company and its
Affiliates to continue to share in the stock ownership of the Company pursuant
to The AES Corporation 2001 Non-Officer Stock Option Plan.

                                   ARTICLE 2
                                   DEFINITIONS

Section 2.01 . Definitions. Whenever used in this Plan, the words and phrases
set forth below shall have the following meanings:

     (a) "Affiliates" shall mean, with respect to any entity, those entities
directly or indirectly controlling, controlled by, or under common control with
the Company; provided that no securityholder of the Company shall be deemed an
"Affiliate" of any other securityholder of the Company solely by reason of any
investment in the Company; and provided further that "control" (including with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), when used with respect to any entity, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such entity, whether through the ownership of voting
securities, by contract or otherwise.

     (b) "Board of Directors" shall mean the Board of Directors of the Company.

     (c) "Change of Control" shall mean the first to occur of:

          (i) an individual, corporation, partnership, group, associate or other
     entity or "person", as such term is defined in Section 14(d) of the
     Exchange Act of 1934, other than the Company or any employee benefit
     plan(s) sponsored by the Company, is or becomes the "beneficial owner" (as
     defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
     30% or more of the combined voting power of the Company's outstanding
     securities ordinarily having the right to vote at elections of directors;

          (ii) individuals who constitute the Board of Directors on the
     Effective Date (the "Incumbent Board") cease for any reason to constitute
     at least a majority thereof; provided that any Approved Director


<PAGE>


     (as hereinafter defined) shall be, for purposes of this subsection (ii),
     considered as though such person were a member of the Incumbent Board. An
     "Approved Director", for purposes of this subsection (ii), shall mean any
     person becoming a director subsequent to the Effective Date whose election,
     or nomination for election by the Company's stockholders, was approved by a
     vote of at least three-quarters of the directors comprising the Incumbent
     Board (either by a specific vote or by approval of the proxy statement of
     the Company in which such person is named as a nominee of the Company for
     director), but shall not include any such individual whose initial
     assumption of office occurs as a result of either an actual or threatened
     election contest (as such terms are used in Rule 14a-11 of Regulation 14A
     under the Exchange Act) or other actual or threatened solicitation of
     proxies or consents by or on behalf of an individual, corporation,
     partnership, group, associate or other entity or "person" other than the
     Board of Directors; or

          (iii) the approval by the stockholders of the Company of a plan or
     agreement providing for a merger or consolidation of the Company other than
     with a wholly-owned subsidiary and other than a merger or consolidation
     that would result in the voting securities of the Company outstanding
     immediately prior thereto continuing to represent (either by remaining
     outstanding or by being converted into voting securities of the surviving
     entity) more than 51% of the combined voting power of the voting securities
     of the Company or such surviving entity outstanding immediately after such
     merger or consolidation, or for a sale, exchange or other disposition of
     all or substantially all of the assets of the Company. If any of the events
     enumerated in this subsection (iii) occurs, the Committee shall determine
     the effective date of the Change of Control resulting therefrom for
     purposes of this Plan.

     (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (e) "Committee" shall mean a committee of the Board designated by the Board
of Directors to administer this Plan. Unless otherwise determined by the Board
of Directors, the Compensation Committee of the Board of Directors shall be the
Committee under this Plan.

     (f) "Company" shall mean The AES Corporation, a Delaware corporation, or
its successor.

     (g) "Effective Date" shall mean October 25, 2001.

     (h) "employ" or "employment" shall mean the absence of any interruption or
termination of employment by the Company or an Affiliate. Employment shall not
be considered interrupted in the case of transfers between payroll locations of
the Company and/or an Affiliate or in the case of such leave or any other leave
of absence approved by the Company.


                                       2
<PAGE>


     (i) "Employee" shall mean any person who is a common law employee of the
Company or an Affiliate.

     (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     (k) "Incentive Stock Option" shall mean an Option granted under Article 5,
which is designated by the Board of Directors as an Incentive Stock Option.

     (l) "NYSE" shall mean the New York Stock Exchange, Inc.

     (m) "Nonqualified Option" shall mean an option granted under Article 5,
which is designated by the Board of Directors as a Nonqualified Option.

     (n) "Option" shall mean the right to purchase stock granted to a
Participant under this Plan.

     (o) "Optionee" shall mean any person who has the right to purchase stock
pursuant to an Option granted under this Plan.

     (p) "Participant" shall mean an Employee who is granted an Option under the
Plan; provided, however, that the Employee is not (a) any officer of the Company
or of a subsidiary of the Company whose office or duties subject him to the
reporting, "short swing" transaction and other provisions of Section 16 of the
Exchange Act, (b) a director of the Company or (c) a beneficial owner of more
than 10% of the Stock or of any other class of equity security of the Company
registered under Section 12 of the Exchange Act.

     (q) "Plan" shall mean The AES Corporation 2001 Non-Officer Stock Option
Plan.

     (r) "Securities Act" shall mean the Securities Act of 1933, as amended.

     (s) "Stock" shall mean the Common Stock of the Company, par value $.01 per
share.

     (t) "Stock Option Administrator" shall mean one or more persons, who may be
employees of the Company and/or Optionees, who is or are selected by the Company
from time to time to be responsible for the day-to-day operations of this Plan.

     (u) "Substitute Option" shall mean an Option granted in assumption of, or
in substitution for, an outstanding option previously granted by a company
acquired by the Company or an Affiliate or with which the Company or an
Affiliate combines.


                                       3
<PAGE>


     Section 2.02. Word Usage. Wherever used in this Plan, any word denoting
the masculine shall include the feminine, and any word denoting the plural shall
include the singular and vice versa unless the context indicates otherwise. As
used in this Plan, the words "herein," "hereafter," or "hereunder," or any other
compound of the words "here" shall refer to this Plan in its entirety and not to
any subpart, unless the context indicates otherwise. Any reference in this Plan
to a statute or a provision of a statute shall include any successor statute or
provision thereto and any regulations promulgated thereunder.


                                   ARTICLE 3
                                  THE COMMITTEE

     Section 3.01. The Committee. This Plan shall be administered by the
Committee. The Board may designate one or more directors as alternate members of
the Committee who may replace any absent or disqualified member at any meeting
of the Committee. No member or alternate member of the Committee shall be
eligible, while a member or alternate member, for participation in this Plan.
The Committee, subject to the provisions of this Plan and subject to such
restrictions as the Board of Directors may make from time to time, shall have
authority to prescribe, amend and rescind rules and regulations relating to this
Plan, to construe all Plan provisions and to determine any and all questions
arising under this Plan. The Committee shall determine the manner, timing and
amount of any Options granted pursuant to this Plan. The determination of the
Committee shall be binding and conclusive on all persons.

     Section 3.02. Action by Committee. A majority of the members of the
Committee constitute a quorum for the transaction of business. Any determination
or action of the Committee may be made or taken by a majority of the members of
the Committee present (either in person or by telephone) at any meeting of the
Committee, or without a meeting by resolution or instrument in writing signed by
a majority of the members of the Committee.

     Section 3.03. Delegation of Powers. The Committee may delegate its powers
set forth in Section 3.01 and Section 4.01 to each of the Chairman of the Board
of Directors and the President of the Company in respect of determinations of
Options to be granted to Participants; provided, however, that any such
delegation shall conform with the requirements of the General Corporation Law of
the State of Delaware.


                                   ARTICLE 4
                                   ELIGIBILITY

     Section 4.01. Eligibility. (a) All Participants shall be eligible to
receive an Option. The Committee shall determine which Participants shall


                                       4
<PAGE>


receive an Option. In making this determination, the Committee may take into
account the nature and length of service rendered by the Participant, his or her
past, present and potential contributions to the success of the Company and such
other factors that the Committee, in its sole discretion, shall deem relevant.

     (b) Holders of options granted by a company acquired by the Company or with
which the Company combines are eligible for grants of Substitute Options under
this Plan.


                                   ARTICLE 5
                                GRANT OF OPTIONS

     Section 5.01. Grant of Options. Each Incentive Stock Option and
Nonqualified Option shall be in writing and shall specify the number of shares
of Stock which may be purchased pursuant to the Option, the purchase price, the
period during which the Option may be exercised and other conditions, if any,
under which the Option has been granted. Unless the Committee shall determine
otherwise, such writing shall also provide for any vesting of the Option.
Without limiting the generality of the foregoing, unless specifically provided
to the contrary in an award or other instrument evidencing an Option, upon a
Change of Control, all Options shall become fully vested and exercisable.

     Section 5.02. Limitations on Incentive Stock Options. The terms of any
Incentive Stock Option shall comply in all respects with the provisions of
Section 422 of the Code.

     Section 5.03. Maximum Shares Authorized Under This Plan. (a) The total
number of shares of Stock for which Options can be granted pursuant to this Plan
shall be 12,000,000 shares, subject to adjustment as provided in Article 7. The
Company shall reserve, either from authorized but heretofore unissued Stock or
from Stock reacquired by the Company and held in its treasury, the full number
of shares of Stock necessary to satisfy all Options that may be granted under
this Plan.

     (b) Subject to adjustment as provided in Article 7, no Participant may
receive Options in any calendar year that relate to more than one million shares
of Stock.

     (c) Any shares of Stock underlying a Substitute Option shall not be counted
against the shares of Stock available for Options under this Plan.


                                       5
<PAGE>


                                   ARTICLE 6
                               EXERCISE OF OPTIONS

     Section 6.01. Procedure for Exercising Options. (a) Any Option may be
exercised at any time during the period commencing with either the date the
Option is granted or the first date permitted under a vesting schedule
established by the Committee and ending with the expiration date of the Option.
An Optionee may exercise his Option for all or part of the number of shares of
Stock which he is eligible to exercise under the terms of the Option.

     (b) The exercise of an Option shall be effective only upon delivery to the
Stock Option Administrator of (i) written notice of such exercise in the form
prescribed by the Committee and (ii) payment of the full purchase price of
shares of stock in respect of which notice of exercise is given. The notice
shall specify the number of shares to be exercised and shall be signed by the
Optionee. The full purchase price of the shares of Stock as to which an Option
is exercised shall be paid to the Company in full, or adequate provision for
such payment made, at the time of exercise at the election of the Optionee in
cash. Notwithstanding the foregoing, if shares of Stock are listed on the NYSE
or on any national securities exchange, the requirement of the payment in cash
will be deemed satisfied if the Optionee makes arrangements that are
satisfactory to the Company with a broker that is satisfactory to the Company to
sell a sufficient number of shares of Stock which are being purchased pursuant
to the exercise, so that the net proceeds of the sale transaction will at least
equal the amount of the aggregate purchase price of such shares plus any amounts
required to be withheld, and pursuant to which the broker undertakes to deliver
to the Company such amount not later than the date on which the sale transaction
will settle in the ordinary course of business.

     Section 6.02. Issuance of Shares. Until such time as the issuance of shares
of Stock in the name of the Optionee is registered on the stockholders ledger of
the Company, the Optionee shall have no rights of a stockholder of the Company,
including without limitation the right to vote any such shares or to receive any
dividends which are attributable to such shares.

     Section 6.03. Disability. Unless the Committee shall determine otherwise,
in the event an Optionee becomes "permanently and totally disabled" (as defined
in Section 22(e)(3) of the Code) while in the continuous employment of the
Company or an Affiliate, all Options held by such Optionee shall become fully
vested and exercisable and shall expire on the earlier of (a) the date the
Option would have expired had the Optionee continued in such employment and (b)
one (1) year after the date such employment ceases because of such disability.

     Section 6.04. Death. Unless the Committee shall determine otherwise, in the
event of the death of an Optionee while in the continuous employment of the
Company or an Affiliate, all Options held by such Optionee shall become fully
vested and exercisable and shall automatically expire on the earlier of (a) the
date the Option would have expired had the Optionee continued in such employment


                                       6
<PAGE>


and (b) one (1) year after such death. Any such Option may be exercised by the
personal representative of the deceased Optionee's estate or by the person or
persons to whom his rights under such Option have passed either by will or by
the laws of descent and distribution. Any such Option is exercisable in the same
manner and subject to the same conditions (other than the expiration date) which
would have applied if the Optionee had exercised such Option before he died.

     Section 6.05. Incapacity. Unless the Committee shall determine otherwise,
in the event that an Optionee is adjudged to be mentally incompetent while in
the continuous employment of Company or an Affiliate or during a period of
permanent and total disability which commenced while in such employment, the
Optionee's guardian, conservator or legal representative shall have the right to
exercise on behalf of the Optionee any Options granted to the Optionee.

     Section 6.06. Termination of Employment. Unless the Committee shall
determine otherwise, in the event that an Optionee's employment with the Company
or an Affiliate terminates for any reason other than the death or disability of
such Optionee, all Options held by such Optionee shall automatically expire on
the earlier of (a) the date the Option would have expired had the Optionee
continued in such employment and (b) one hundred and eighty (180) days after the
date that such Optionee's employment ceases, except that any Incentive Stock
Option shall automatically expire on the earlier of clause (a) above and three
(3) months after the date that such Optionee's employment with the Company or an
Affiliate ceases.

     Section 6.07. Transfer of Options. Except to the extent that an Option may
be transferred by will or by the laws of descent and distribution as provided
for in Section 6.04, no Option granted under this Plan shall be sold, assigned,
transferred, conveyed, pledged or otherwise disposed of by the Optionee or by
any other person having or claiming to have any rights thereto or therein, and
no Option shall be subject to bankruptcy proceedings, claims of creditors,
attachment, garnishment, execution, levy or other legal process against the
Optionee or any such other person or their property.


                                   ARTICLE 7
          ADJUSTMENTS UPON RECAPITALIZATIONS AND OTHER CORPORATE EVENTS

     Section 7.01. Recapitalizations. In the event of any stock split, reverse
stock split, stock dividend or other subdivision or combination of the Stock or
other securities of the Company, the following shall be adjusted
proportionately:

     (a) the number of shares of Stock (or number and kind of other securities
or property) with respect to which Options may thereafter be granted, including
the aggregate and individual limits specified in Section 5.03;


                                       7
<PAGE>


     (b) the number of shares of Stock or such other securities (or number and
kind of other securities or property) subject to outstanding Options; and

     (c) the grant, purchase or exercise price with respect to any Option;
provided, however, that the number of shares subject to any Option shall always
be a whole number.

     Section 7.02. Other Corporate Events. In the event of any merger,
consolidation, split-up, spin-off, combination or exchange of shares or other
recapitalization or change in capitalization or other similar corporate
transaction or event that affects the Stock or other securities of the Company
(other than any corporate event described in Section 7.01 or Section 7.03) and
the Committee determines that an adjustment is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under this Plan, the Committee shall, in such manner as it may
deem equitable, adjust any or all of:

     (a) the number of shares of Stock (or number and kind of other securities
or property) with respect to which Options may thereafter be granted, including
the aggregate and individual limits specified in Section 5.03;

     (b) the number of shares of Stock or such other securities (or number and
kind of other securities or property) subject to outstanding Options; and

     (c) the grant, purchase or exercise price with respect to any Option; if
deemed appropriate, the Committee may make provision for a cash payment to an
Optionee; provided, however, that the number of shares subject to any Option
shall always be a whole number.

     Section 7.03. Termination Upon Liquidation. A liquidation or dissolution of
the Company shall cause all Options, to the extent not previously exercised, to
terminate, unless the plan or agreement of liquidation or dissolution provides
otherwise.


                                   ARTICLE 8
                                  MISCELLANEOUS

     Section 8.01. Amendment and Termination of This Plan and Any Options. (a)
This Plan shall terminate no later than October 25, 2011. Notwithstanding the
immediately preceding sentence, the Company reserves the right, by action of its
Board of Directors, to change, amend, modify or terminate this Plan (or any
portion thereof) at any time; provided that no such change, amendment,
modification or termination shall be made without stockholder approval if such
approval is necessary to qualify for or comply with any tax or regulatory status
or requirement for which or with which the Board of Directors deems it necessary
or desirable to qualify or comply. Notwithstanding anything to the contrary


                                       8
<PAGE>


herein, the Committee may amend this Plan in such manner as may be necessary so
as to have this Plan conform with local rules and regulations in any
jurisdiction outside the United States. Neither the termination of this Plan (or
any portion thereof) nor any change, amendment or modification shall have the
effect of changing, amending, modifying or terminating in any way any Option
which has been granted under this Plan prior to the effective date of any such
change, amendment, modification or termination of this Plan.

     (b) Subject to the terms of this Plan and applicable law, the Committee may
waive any conditions or rights under or change, amend, modify or terminate any
Option theretofore granted, prospectively or retroactively.

     (c) The Board shall not amend this Plan to increase the maximum shares
authorized by Section 5.03(a) without stockholder approval, other than as set
forth in Article 7.

     Section 8.02. Compliance with Securities Laws. Options shall not be
granted, and shares of Stock shall not be issued, unless in the discretion of
the Committee all such grants and issuances shall comply with all relevant
provisions of federal and state laws, including the Securities Act, the Exchange
Act and the requirements of any interdealer quotation system or stock exchange
upon which the Stock may then be quoted or listed. The Company may require
Optionees to deliver representations, agreements and other documents at the time
of exercise of Options, necessary to comply with any such laws, regulations and
other requirements.

     Section 8.03. Legends. In the event the offer and sale of the Stock issued
pursuant to this Plan has not been registered under the Securities Act, a legend
shall be placed on any certificates representing such Stock stating that such
shares have not been so registered and that the resale thereof is restricted.

     Section 8.04. No Contract of Employment Intended. Nothing in this Plan or
in any Option granted pursuant to this Plan shall confer upon any Participant
any right to continue in the employ or other service of the Company or an
Affiliate or interfere in any way with the right of the Company or such
Affiliate to terminate such Participant's employment or service at any time.

     Section 8.05. Withholding. The Company shall be authorized to withhold any
withholding taxes due in respect of an Option, its exercise, or any payment or
transfer under such Option or under this Plan and to take such other action as
may be necessary in the opinion of the Company to satisfy all obligations for
the payment of such taxes.

     Section 8.06. Non-exclusivity. Nothing contained in this Plan or in an
Option shall prevent the Company from adopting or continuing in effect other or
additional compensation arrangements, and such arrangements may be either
generally applicable or applicable only in specific cases.


                                       9
<PAGE>


     Section 8.07. Severability. If any provision of this Plan or any Option is
or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or as to any person or Option, or would disqualify this Plan or
any Option under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to applicable laws, or if it
cannot be so construed or deemed amended without, in the determination of the
Committee, materially altering the intent of this Plan or the Option, such
provision shall be stricken as to such jurisdiction, person or Option, and the
remainder of this Plan and any such Option shall remain in full force and
effect.

     Section 8.08. No Trust; Unsecured Status. Neither this Plan nor any Option
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and an Optionee or any other person.
To the extent that any person acquires a right to receive payments from the
Company pursuant to an Option, such right shall be no greater than the right of
any unsecured general creditor of the Company.

     Section 8.09. No Fractional Shares. No fractional shares shall be issued or
delivered pursuant to this Plan or any Option, and the Committee shall determine
whether cash, other securities or other property shall be paid or transferred in
lieu of any fractional shares, or whether such fractional shares or any rights
thereto shall be canceled, terminated or otherwise eliminated.

     Section 8.10. Headings Not Controlling. The titles to articles and the
headings of sections in this Plan are placed herein for convenience of reference
only and, in the case of any conflict, the text of this Plan rather than such
titles or headings shall control.

     Section 8.11. Effective Date. This Plan shall be effective as of October
25, 2001.


                                       10

</TEXT>
</DOCUMENT>
</SUBMISSION>
