CERTIFICATE OF INCORPORATION WITH RESPECT TO
                            SINERGIA ARAGONESA, S.L.

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

     1.- SINERGIA ARAGONESA,  S.L. 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-26105 OF VOLUME
     2491, BOOK 0, FOLIO 202.

     2.-  ACCORDING  TO  THE  REGISTRATION  OF  THE  AFOREMENTIONED   MERCANTILE
     REGISTER,  THE ARTICLES OF ASSOCIATION OF THE COMPANY HAVE NOT BEEN AMENDED
     SINCE THE  INCORPORATION  OF THE COMPANY,  EXECUTED BEFORE D. FERNANDO USON
     VALERO, CIVIL LAW NOTARY, OFFICIATING IN ZARAGOZA, ON 28 OCTOBER 1999.

     3.-  ACCORDING TO ARTICLE 2 OF THE RECENT  ARTICLES OF  ASSOCIATION  OF THE
     COMPANY,  THE PURPOSE OF THE COMPANY IS THE CONSTRUCTION,  INSTALLATION AND
     DEVELOPMENT OF ELECTRICAL ENERGY PRODUCTION SITES,  ESPECIALLY  THROUGH THE
     EXPLOITATION  OF  WIND  FARMS.  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 DIRECTORS OF THE COMPANY ARE:

          1.   DEREK  JOHN  SPENCER,  BORN ON 29 MAY 1941,  MARRIED,  OF BRITISH
               NATIONALITY,  RESIDING AT 23 PASEO DE LA  CASTELLANA,  1ST FLOOR,
               MADRID.

          2.   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
               G. ARGUELLES.

          3.   CINERGY  GLOBAL  POWER,  INC., A COMPANY DULY  CONSITUTED  IN THE
               STATE OF DELAWARE,  USA UNDER THE PUBLIC UTILITY  HOLDING COMPANY
               ACT OF 1935, REPRESENTED BY FRANCISCO RAUSELL SOLARI.

          4.   SERGIO SAMPER RIVAS, MARRIED, OF SPANISH NATIONALITY, RESIDING AT
               AVENIDA ACADEMIA GENERAL MILITAR 52 OF ZARAGOZA, SPAIN.

          5.   JORGE SAMPER RIVAS, SINGLE, OF SPANISH  NATIONALITY,  RESIDING AT
               AVENIDA ACADEMIA GENERAL MILITAR 52 OF ZARAGOZA, SPAIN.

          6.   MARIA  REYES  VIDAL  VICENTE,  MARRIED,  OF SPANISH  NATIONALITY,
               RESIDING AT CAMINO DE LAS TORRES 31 OF ZARAGOZA, SPAIN.



SIGNED IN MADRID ON 24 APRIL 2000


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