S-8

As filed with the Securities and Exchange Commission on May 6, 2010

Registration No. 333-            

UNITED STATES

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 Registrant as specified in its charter)

Delaware	54-1163725
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

4300 Wilson Boulevard, Suite 1100

Arlington, Virginia 22203

(Address of Principal Executive Offices)

The AES Corporation 2003 Long Term Compensation Plan (As Amended)

(Full title of the plan)

Victoria D. Harker Executive Vice President and Chief Financial Officer The AES Corporation 4300 Wilson Boulevard, Suite 1100 Arlington, Virginia 22203 (Name and address, including zip code, of agent for service)   (703) 522-1315 (Telephone number, including area code, of agent for service) Copy to: John E. McGrady, III Buchanan Ingersoll & Rooney PC One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, Pennsylvania 15219-1410 (412) 562-8800

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	9,000,000(1)(2)	$11.70(3)	$105,300,000(3)	$7,507.89(4)

(1) An aggregate of 38,000,000 shares of common stock, par value $0.01 per share, of The AES Corporation may be offered or issued pursuant to The AES Corporation 2003 Long Term Compensation Plan (as amended), 17,000,000 of which were previously registered on Form S-8 (File No. 333-108297), 12,000,000 of which were previously registered on Form S-8 (File No. 333-150508) and 9,000,000 of which are registered on this Form S-8.

(2) If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered by this Registration Statement changes, the provisions of Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), shall apply to this Registration Statement, and this Registration Statement shall be deemed to cover the additional securities resulting from the split of, or the dividend on, the securities covered by this Registration Statement.

(3) Pursuant to Rule 457(c) and 457(h) of the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is based on the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on May 4, 2010.

(4) Calculated pursuant to Section 6(b) of the Securities Act.

INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE

Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register additional shares of Common Stock, par value $0.01 per share, of the Registrant under The AES Corporation 2003 Long Term Compensation Plan (as amended, the “Plan”). Registration Statements on Form S-8 were previously filed and declared effective (Registration File No. 333-108297 and File No. 333-150508) in connection with the Plan and are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

EXHIBIT NO.	DESCRIPTION
4.1	Sixth Restated Certificate of Incorporation of The AES Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-K for the year ended December 31, 2008).
4.2	By-Laws of The AES Corporation, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on August 11, 2009).
5.1	Opinion of Buchanan Ingersoll & Rooney PC.
10.1	The AES Corporation 2003 Long Term Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 27, 2010).
10.2	The Form of AES 2010 Nonqualified Stock Option Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (Outside Directors) (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on April 27, 2010).
10.3	The AES Corporation Deferred Compensation Program For Directors (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on April 27, 2010).
23.1	Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.
23.2	Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
23.3	Consent of Buchanan Ingersoll & Rooney PC (contained in opinion filed as Exhibit 5.1 hereto).
24.1	Power of Attorney.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 6th day of May, 2010.

THE AES CORPORATION
By:	/s/ Victoria D. Harker
	Victoria D. Harker Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 6th day of May, 2010.

Signature	Capacity
*	President, Chief Executive Officer and Director
Paul T. Hanrahan	(Principal Executive Officer)
*	Director
Samuel W. Bodman, III
*	Director
Tarun Khanna
*	Director
John A. Koskinen
*	Director
Philip Lader
*	Director
Sandra O. Moose
*	Director
John B. Morse, Jr.
*	Chairman and Lead Independent Director
Philip A. Odeen
*	Director
Charles O. Rossotti
*	Director
Sven Sandstrom
/s/ Victoria D. Harker	Executive Vice President and Chief Financial Officer
Victoria D. Harker	(Principal Financial Officer)

/s/ Mary E. Wood		Vice President and Controller
Mary E. Wood		(Principal Accounting Officer)
* By:	/s/ Brian A. Miller
	Brian A. Miller
	Attorney-in-fact

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
4.1	Sixth Restated Certificate of Incorporation of The AES Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-K for the year ended December 31, 2008).
4.2	By-Laws of The AES Corporation, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on August 11, 2009).
5.1	Opinion of Buchanan Ingersoll & Rooney PC.
10.1	The AES Corporation 2003 Long Term Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 27, 2010).
10.2	The Form of AES 2010 Nonqualified Stock Option Award Agreement under The AES Corporation 2003 Long Term Compensation Plan (Outside Directors) (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on April 27, 2010).
10.3	The AES Corporation Deferred Compensation Program For Directors (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on April 27, 2010).
23.1	Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.
23.2	Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
23.3	Consent of Buchanan Ingersoll & Rooney PC (contained in opinion filed as Exhibit 5.1 hereto).
24.1	Power of Attorney.

EX-5.1

Exhibit 5.1

May 6, 2010

Board of Directors

The AES Corporation

4300 Wilson Boulevard, Suite 1100

Arlington, Virginia 22203

Ladies and Gentlemen:

We have acted as counsel to The AES Corporation, a Delaware corporation (the “Corporation”), in connection with the proposed issuance by the Corporation of up to an additional Nine Million (9,000,000) shares of the Corporation’s common stock (the “Common Stock”), pursuant to the terms of The AES Corporation 2003 Long Term Compensation Plan (as amended, the “Plan”).

In connection with such proposed issuance, we have examined the Plan, the Certificate of Incorporation of the Corporation, as amended and restated, the By-laws of the Corporation, as amended, the relevant corporate proceedings of the Corporation, the Registration Statement on Form S-8 covering the issuance of the Common Stock, and such other documents, records, certificates of public officials, statutes and decisions as we consider necessary to express the opinions contained herein. In the examination of such documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to those original documents of all documents submitted to us as certified or photostatic copies.

Based on the foregoing, we are of the opinion that when the Common Stock has been duly issued and delivered pursuant to the terms of the Plan, such shares of Common Stock will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. The filing of this consent shall not be deemed an admission that we are an expert within the meaning of Section 7 of the Securities Act of 1933, as amended.

Very truly yours,
BUCHANAN INGERSOLL & ROONEY PC
By:	/s/ John E. McGrady III
	John E. McGrady III

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The AES Corporation 2003 Long Term Compensation Plan (As Amended) of our reports dated February 25, 2010, with respect to the consolidated financial statements and schedules of The AES Corporation and the effectiveness of internal control over financial reporting of The AES Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

McLean, Virginia

May 6, 2010

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 14, 2008 (February 25, 2010 as to the Discontinued Operations and Reclassification section of Note 1 and the December 2009 paragraph of Note 21, and the changes in reportable segments described in Note 15, September 11, 2009 as to the effects of the adoption of a new accounting standard described in the Noncontrolling Interests section of Note 1, the first paragraph of Note 17, and changes in reportable segments, and February 26, 2009 as to the December 2008 paragraph of Note 21) relating to the consolidated financial statements and financial statement schedules of the AES Corporation which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedules and includes an explanatory paragraph relating to the adjustments to reflect the retroactive application of accounting for noncontrolling interests, which was adopted by the Company on January 1, 2009, and for the changes in reportable segments that occurred in 2009, appearing in the Annual Report on Form 10-K of The AES Corporation for the year ended December 31, 2009.

/s/ Deloitte & Touche LLP

McLean, Virginia

May 6, 2010

EX-24.1

Exhibit 24.1

The AES Corporation (the “Company”)

Power of Attorney

The undersigned hereby constitute and appoint Victoria D. Harker and Brian A. Miller and each of them severally, the attorneys-in-fact of the undersigned with full power of substitution for such person and in such person’s name, place and stead, in any and all capacities to sign for and in the name of the undersigned the Company’s Registration Statement on Form S-8 related to the registration of 9,000,000 shares of the Company’s common stock pursuant to The AES Corporation 2003 Long-Term Compensation Plan, as Amended and any and all amendments (including post-effective amendments) and supplements thereto and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, may lawfully do or cause to be done by virtue thereof. This Power of Attorney may be executed in one or more counterparts, each of which together shall constitute one and the same instrument.

Name	Title	Date
/s/ Samuel W. Bodman, III	Director	April 22, 2010
Samuel W. Bodman, III
/s/ Paul T. Hanrahan	President, Chief Executive Officer	April 22, 2010
Paul T. Hanrahan	(Principal Executive Officer) and Director
/s/ Tarun Khanna	Director	April 20, 2010
Tarun Khanna
/s/ John A. Koskinen	Director	April 22, 2010
John A. Koskinen
/s/ Philip Lader	Director	April 22, 2010
Philip Lader
/s/ Sandra O. Moose	Director	April 22, 2010
Sandra O. Moose
/s/ John B. Morse, Jr.	Director	April 22, 2010
John B. Morse, Jr.
/s/ Philip A. Odeen	Lead Independent Director and Chairman of the Board	April 22, 2010
Philip A. Odeen
/s/ Charles O. Rossotti	Director	April 22, 2010
Charles O. Rossotti
/s/ Sven Sandstrom	Director	April 22, 2010
Sven Sandstrom