CERTIFICATE OF INCORPORATION WITH RESPECT TO
                          PARQUE EOLICO DE ASCOY, S.A.

THE UNDERDESIGNED, CESAR RODRIGUEZ, ATTORNEY-AT-LAW,  OFFICIATING UNDER OVIEDO'S
BAR ASSOCIATION, DECLARES THAT:

     1.-  PARQUE  EOLICO  DE  ASCOY,   S.A.,HEREINAFTER  REFERRED  TO  AS:  "THE
     COMPANY"-IS A COMPANY WITH LIMITED  LIABILITY,  ORGANISED UNDER THE LAWS OF
     SPAIN,  HAVING ITS  REGISTERED  OFFICE AT CALLE  RECTOR  LOSAU 16,  6(0) OF
     MURCIA,  SPAIN,  AND HAVING ITS OFFICES AT SUCH PLACE, AND BEING REGISTERED
     IN THE MERCANTILE REGISTER OF MURCIA,  UNDER NUMBER MU 27.934,  PROVIDED OF
     FISCAL IDENTITY NUMBER A-30589857.

     2.-  ACCORDING  TO  THE  REGISTRATION  OF  THE  AFOREMENTIONED   MERCANTILE
     REGISTER,  THE ARTICLES OF  ASSOCIATION  OF THE COMPANY HAVE MOST  RECENTLY
     BEEN AMENDED BY DEED EXECUTED AFTER CINERGY'S ENTRANCE. THE ARTICLES OF
     ASSOCIATION HAVE NOT BEEN AMENDED SINCE;


     3.-  ACCORDING TO ARTICLE 2 OF THE RECENT  ARTICLES OF  ASSOCIATION  OF THE
     COMPANY,  THE OBJECTS OF THE COMPANY IS THE CONSTRUCTION,  INSTALLATION AND
     DEVELOPMENT OF WIND FARMS.

     4.- THE COMPANY CAN GIVE SECURITIES FOR DEBTS OF GROUP-COMPANIES AND OF ITS
     SHAREHOLDERS.

     5.- THE  COMPANY  CAN HOLD  SHARES/SHARES  IN,  MANAGE  AND  FINANCE  THESE
     ENTERPRISES.

     6.-  ACCORDING  TO  THE  REGISTRATION  OF  THE  AFOREMENTIONED   MERCANTILE
     REGISTER, THE FOLLOWING NATURAL PERSONS ARE DIRECTORS OF THE COMPANY:

     (A)  MR. FRANCISCO RAUSELL SOLARI,  BORN ON 16 DECEMBER 1952,  MARRIED,  OF
          SPANISH  NATIONALITY,  RESIDING  AT CALLE  PADRE  CLARET,  6,  7(0) B,
          MADRID.

     (B)  THREE OTHER MEMBERS APPOINTED BY ELECDEY.

     (C)  ONE MEMBER APPOINTED BY INSTITUTO PARA LA  DIVERSIFICACION Y AHORRO DE
          LA ENERGIA (EN ADELANTE I D A E)

     (D)  ONE MEMBER APPOINTED BY CAJA DE CATALUNA, S.A



SIGNED AT MADRID ON MARCH 29, 1999



FDO. CESAR RODRIGUEZ                    FDO. FRANCISCO RAUSELL SOLARI