EFFECTIVE: FEB. 20, 2001
THE AES CORPORATION
SECOND AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN FOR DIRECTORS
SECTION 1.1. ESTABLISHMENT AND PURPOSE. The AES Corporation ("Company") hereby amends
and restates The AES Corporation Deferred Compensation Plan for Directors ("Plan") pursuant to which each
director of the Company who is not an employee of the Company or any of its subsidiaries (a "Non-Employee
Director") shall be eligible through an election to defer receipt of any compensation to be earned by such Non-
Employee Director and to have Stock Units (as hereinafter defined) credited to an account established for such
Non-Employee Director by the Company. The purpose of the Plan is to assist the Company in attracting,
retaining and motivating highly qualified Non-Employee Directors and to promote identification of, and align Non-
Employee Directors' interests more closely with, the interests of the stockholders of the Company.
SECTION 1.2. DEFINITIONS. In addition to the terms previously or hereafter defined herein, the following
terms when used herein shall have the meaning set forth below:
"BOARD" shall mean the Board of Directors of the Company.
"COMMITTEE" shall mean the committee of the Board appointed by the Board to administer the Plan. Unless
otherwise determined by the Board, the Committee shall be the Compensation Committee of the Board.
"COMMON STOCK" shall mean the Company's common stock, par value $.01 per share.
"COMPENSATION" shall mean all remuneration paid to a Non-Employee Director for service as such that is
not deferred hereunder.
"DEFERRED COMPENSATION" shall mean all remuneration paid to a Non-Employee Director for service as
such that is deferred hereunder.
"FAIR MARKET VALUE" shall mean, as of any date, the mean of the highest and lowest sales prices for the
Common Stock as reported in the New York Stock Exchange -- Composite Transactions reporting system for
the date in question or, if no sales were