CERTIFICATE OF INCORPORATION WITH RESPECT TO
                       DESARROLLOS EOLICOS EL AGUILA, S.A.

THE UNDERSIGNED, CESAR RODRIGUEZ, ATTORNEY-AT-LAW, OFFICIATING UNDER SPANISH BAR
ASSOCIATION, DECLARES THAT:

     1.-  DESARROLLOS  EOLICOS EL AGUILA,  S.A.  HEREINAFTER  REFERRED TO AS THE
     "COMPANY" IS A CLOSED COMPANY WITH LIMITED  LIABILITY,  ORGANISED UNDER THE
     LAWS OF SPAIN,  HAVING ITS REGISTERED OFFICE AT ZARAGOZA  (STREET:  AVENIDA
     ACADEMIA GENERAL MILITAR;  NUMBER 52) AND HAVING ITS OFFICES AT SUCH PLACE,
     AND BEING REGISTERED IN THE MERCANTILE REGISTER OF ZARAGOZA ON PAGE Z-23482
     OF VOLUME 2328, BOOK 0, FOLIO 199.

     2.-  ACCORDING  TO  THE  REGISTRATION  OF  THE  AFOREMENTIONED   MERCANTILE
     REGISTER,  THE ARTICLES OF  ASSOCIATION  OF THE COMPANY HAVE MOST  RECENTLY
     BEEN AMENDED BY DEED AS PER THE SHAREHOLDERS  MEETING AGREEMENTS OF 21 JUNE
     1999,   EXECUTED  BEFORE  D.  FERNANDO  USON  VALERO,   CIVIL  LAW  NOTARY,
     OFFICIATING IN ZARAGOZA,  ON 27 SEPTEMBER 1999. 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 ARE THE CONSTRUCTION,  INSTALLATION AND
     DEVELOPMENT OF WIND FARMS, INCLUDING THE NECESSARY ACQUISITION,  SALE, ETC.
     OF REAL ESTATE. THE LISTED ACTIVITIES CAN BE DEVELOPED INDIRECTLY,  TOTALLY
     OR PARTIALLY,  THROUGH  PARTICIPATION  IN OTHER COMPANIES WITH ANALOGOUS OR
     IDENTICAL OBJECTS.

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

     5.- THE COMPANY CAN PARTICIPATE IN, MANAGE AND FINANCE THESE ENTERPRISES.

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

          (A) FINANCIERA AGROGANADERA, S.A. ("FASA"), A SPANISH ENTITY INSCRIBED
          AT THE  MERCANTILE  REGISTER  OF  ZARAGOZA,  PROVIDED  WITH TAX NUMBER
          A-50720283, AND REPRESENTED BY D. SERGIO SAMPER RIVAS.

          (B) VALLE DEL EBRO INGENIERIA Y CONSULTORIA,  S.L.,(VEINCO), A SPANISH
          ENTITY INSCRIBED AT THE MERCANTILE REGISTER OF ZARAGOZA, PROVIDED WITH
          TAX NUMBER B-50711233 AND REPRESENTED BY D. MANUEL VIDAL LIZANO.

          (C) CINERGY GLOBAL POWER,  INC., COMPANY DULY CONSTITUTED IN THE STATE
          OF DELAWARE, USA UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935,
          REPRESENTED BY D. FRANCISCO RAUSELL SOLARI.

          (D) CINERGY 2 BV, A DUTCH  COMPANY  WITH  DOMICILE IN  ROTTERDAM,  THE
          NETHERLANDS  AND  INSCRIBED IN THE REGISTER OF THE CHAMBER OF COMMERCE
          OF  AMSTERDAM  UNDER  NUMBER  33256762,  REPRESENTED  BY MARIA  GARCIA
          ARGUELLES.

SIGNED IN MADRID ON 24 APRIL 2000

FDO. CESAR RODRIGUEZ GONZALEZ
OVIEDO BAR ASSOCIATION (SPAIN), N(0) 3.133