THE AES CORPORATION
2001 STOCK OPTION PLAN
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 Stock Option Plan.
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 constitut