-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ft7U15fbpRsKnaAvKkuV9Cj27v1S5oTxgUwGpfSdwW+qbvVdJG7YxPkQwHfu5lTW bewb4ZupWdP8waFnPO907w== 0000899652-02-000035.txt : 20020430 0000899652-02-000035.hdr.sgml : 20020430 ACCESSION NUMBER: 0000899652-02-000035 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 92 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINERGY CORP CENTRAL INDEX KEY: 0000899652 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311385023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 030-00301 FILM NUMBER: 02625441 BUSINESS ADDRESS: STREET 1: 139 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5132872644 MAIL ADDRESS: STREET 1: 139 E FOURTH STREET STREET 2: P.O BOX 960 CITY: CINCINATI STATE: OH ZIP: 45202 U5S 1 formu5s2001.htm FORM U5S 2001 Form U5S 2001

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549






FORM U5S






ANNUAL REPORT

For the Year Ended December 31, 2001






Filed pursuant to the Public Utility Holding Company Act of 1935 by




Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202

(Name and address of each registered holding company in the system)

                                                  TABLE OF CONTENTS
      Item
     Number

      1        System Companies and Investments Therein as of December 31, 2001

      2        Acquisitions or Sales of Utility Assets

      3        Issue, Sale, Pledge, Guarantee, or Assumption of System Securities

      4        Acquisition, Redemption, or Retirement of System Securities

      5        Investments in Securities of Nonsystem Companies

      6        Officers and Directors

                    Part I.    Name, principal business address, and positions held as of December 31,
                               2001

                    Part II.   Financial connections as of December 31, 2001

                    Part III.  Compensation and other related information

      7        Contributions and Public Relations

      8        Service, Sales, and Construction Contracts

                    Part I.    Intercompany sales and service

                    Part II.   Contracts to purchase services or goods between any system company and any
                               affiliate

                    Part III.  Employment of any person by any system company for the performance on a
                               continuing basis of management services

      9        Exempt Wholesale Generators and Foreign Utility Companies

     10        Financial Statements and Exhibits

               Signatures

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001

                                                                         Number of
                                                                          Common      % of       Issuer's        Owner's
                                                                          Shares     Voting        Book            Book
                               Name of Company                             Owned      Power      Value (+)      Value (+)  Other (+)
              (Indentation indicates subsidiary relationship and                                      (dollars in thousands)
             Bold represents a company that has subsidiary(ies))

Cinergy Corp. (Cinergy)

   CC Funding Trust I (1)                                                  195,640    100   $          -   $           -         -

   Cinergy Services, Inc. (Services)                                            50    100              -               -         -

   The Cincinnati Gas & Electric Company (CG&E)                         89,663,086    100      1,737,090       1,737,090         -
     Cinergy Power Investments, Inc. *                                         100    100              -               -         -
     CPI Allowance Management, LLC (2)                                         N/A    100              -               -         -
     CPI Investments, LLC (3)                                                  N/A    100              -               -         -
     The Union Light, Heat and Power Company (ULH&P)                       585,333    100        172,203         172,203         -
     Tri-State Improvement Company                                           1,000    100              -               -         -
     Lawrenceburg Gas Company (Lawrenceburg)                                10,768    100              -               -         -
     Miami Power Corporation                                                 1,000    100              -               -         -
     KO Transmission Company (KO Transmission)                                  10    100              -               -         -

   PSI Energy, Inc. (PSI) (4)                                           53,913,701    100      1,295,487       1,295,487         -
     South Construction Company, Inc. *                                         10    100              -               -         -

   Cinergy Investments, Inc. (Investments)                                     100    100              -               -         -
     Cinergy-Cadence, Inc.                                                     100    100              -               -         -
       Cadence Network, Inc. (Cadence Network)                                 N/A   19.1              -               -         -
     Cinergy Capital & Trading, Inc. (Capital & Trading)                       100    100              -               -         -
       Brownsville Power I, LLC (5)                                            N/A    100              -               -         -
       Caledonia Power I, LLC (6)                                              N/A    100              -               -         -
       CinCap - Chippewa, LLC *(7)                                             N/A    100              -               -         -
       CinCap - Martinsville, LLC *(8)                                         N/A    100              -               -         -
       CinCap - Oraville, LLC *(9)                                             N/A    100              -               -         -
       CinCap PIC, LLC *(10)                                                   N/A    100              -               -         -
        CinPeak Resources, LLC *(11)                                           N/A    100              -               -         -
       CinCap IV, LLC                                                          N/A     10              -               -         -
       CinCap V, LLC                                                           N/A     10              -               -         -
       CinCap VIII, LLC (CinCap VIII)                                          N/A    100              -               -         -
        CinCap VII, LLC                                                        N/A    100              -               -         -
        CinCap Madison, LLC                                                    N/A    100              -               -         -
       CinCap IX, LLC *                                                        N/A    100              -               -         -
       CinCap X, LLC *                                                         N/A    100              -               -         -
       CinPower I, LLC                                                         N/A    100              -               -         -
       Cinergy Canada, Inc. (12)                                               100    100              -               -         -
       Cinergy Limited Holdings, LLC *(13)                                     N/A    100              -               -         -
       Cinergy General Holdings, LLC *(14)                                     N/A    100              -               -         -
        Cinergy Marketing & Trading, LLC (Marketing & Trading) (15)            N/A    100              -               -         -
       Cinergy Propane, LLC *(16)                                              N/A    100              -               -         -
       Cinergy Retail Power Limited, Inc. *(17)                                100    100              -               -         -
       Cinergy Retail Power General, Inc. *(18)                                100    100              -               -         -
        Cinergy Retail Power, L.P. *(19)                                       N/A    100              -               -         -
       ENCOAL OPCO, LLC *(20)                                                  N/A    100              -               -         -
       Cinergy Transportation, LLC                                             N/A    100              -               -         -
       SynCap II, LLC #                                                        N/A    100              -               -         -
     Cinergy Telecommunications Holding Company, Inc.                          100    100              -               -         -
       Q-Comm Corporation                                                3,976,965   32.7              -               -         -
       Lattice Communications, LLC                                             N/A   43.5              -               -         -
     Cinergy Engineering, Inc.                                                 100    100              -               -         -
     Cinergy-Centrus, Inc.                                                     100    100              -               -         -
     Cinergy-Centrus Communications, Inc.                                      100    100              -               -         -
     Cinergy Solutions Holding Company, Inc. (Solutions Holding)               100    100              -               -         -
       1388368 Ontario Inc.                                                    100    100              -               -         -
       3036243 Nova Scotia Company                                             100    100              -               -         -
        Cinergy Solutions Limited Partnership (21)                             N/A    100              -               -         -
       Vestar, Inc.                                                            100    100              -               -         -
        Vestar Limited                                                           1    100              -               -         -
          Keen Rose Technology Group Limited                                     1    100              -               -         -
          Optimira Controls, Inc.                                              900     90              -               -         -
       Cinergy EPCOM, LLC (Cinergy EPCOM)                                      N/A    100              -               -         -
       Cinergy EPCOM College Park, LLC                                         N/A    100              -               -         -
       Cinergy Solutions, Inc.  (Solutions)                                    100    100              -               -         -
        BSPE Holdings, LLC *(22)                                               N/A     50              -               -         -
          BSPE Limited, LLC *(23)                                              N/A     50              -               -         -
          BSPE General, LLC *(24)                                              N/A     50              -               -         -
            BSPE, L.P. *(25)                                                   N/A     50              -               -         -
        Cinergy Energy Solutions, Inc.                                         100    100              -               -         -
          U.S. Energy Biogas Corporation (26)                               10,000     46              -               -         -
        Cinergy GASCO Solutions, LLC                                           N/A    100              -               -         -
          Countryside Landfill Gasco., L.L.C. (27)                             N/A    100              -               -         -
          Morris Gasco, L.L.C. (28)                                            N/A    100              -               -         -
          Brown County Landfill Gas Associates, L.P. (29)                      N/A  99.99              -               -         -
        Cinergy Solutions of Boca Raton, LLC *(30)                             N/A    100              -               -         -
        Cinergy Solutions of Philadelphia, LLC (31)                            N/A    100              -               -         -
        Cinergy Solutions Partners, LLC *                                      N/A     50              -               -         -
          CST Limited, LLC *(32)                                               N/A     50              -               -         -
          CST General, LLC *(33)                                               N/A     50              -               -         -
            CST Green Power, L.P. *(34)                                        N/A     50              -               -         -
              Green Power Holdings, LLC *(35)                                  N/A     25              -               -         -
               Green Power G.P., LLC *                                         N/A     25              -               -         -
               Green Power Limited, LLC *                                      N/A     25              -               -         -
                 South Houston Green Power, L.P. (36)                          N/A     25              -               -         -
        CSGP of Southeast Texas, LLC (37)                                      N/A    100              -               -         -
        CSGP Limited, LLC (38)                                                 N/A    100              -               -         -
        CSGP General, LLC (39)                                                 N/A    100              -               -         -
          CSGP Services, L.P. (40)                                             N/A    100              -               -         -
        Lansing Grand River Utilities, LLC                                     N/A    100              -               -         -
        Oklahoma Arcadian Utilities, LLC                                       N/A   40.8              -               -         -
        Shreveport Red River Utilities, LLC                                    N/A   40.8              -               -         -
       Cinergy Solutions of Tuscola, Inc.                                      100    100              -               -         -
       Delta Township Utilities, LLC (41)                                      N/A     51              -               -         -
       Energy Equipment Leasing LLC                                            N/A     49              -               -         -
       Trigen-Cinergy Solutions LLC                                            N/A     50              -               -         -
       Trigen-Cinergy Solutions of Ashtabula LLC                               N/A     49              -               -         -
       Trigen-Cinergy Solutions of Baltimore LLC                               N/A     49              -               -         -
       Trigen-Cinergy Solutions of Boca Raton, LLC                             N/A     51              -               -         -
       Trigen-Cinergy Solutions of Cincinnati LLC                              N/A     51              -               -         -
       Trigen-Cinergy Solutions of College Park, LLC                           N/A     49              -               -         -
       Trigen-Cinergy Solutions of Lansing LLC                                 N/A     51              -               -         -
        Trigen/Cinergy - USFOS of Lansing LLC                                  N/A   40.8              -               -         -
       Trigen-Cinergy Solutions of Orlando LLC                                 N/A     51              -               -         -
       Trigen-Cinergy Solutions of Owings Mills LLC                            N/A     49              -               -         -
       Trigen-Cinergy Solutions of Owings Mills
          Energy Equipment Leasing, LLC *                                      N/A     49              -               -         -
       Trigen-Cinergy Solutions of Rochester LLC                               N/A     49              -               -         -
       Trigen-Cinergy Solutions of Silver Grove LLC                            N/A     49              -               -         -
       Trigen-Cinergy Solutions of San Diego LLC *(42)                         N/A     51              -               -         -
       Trigen-Cinergy Solutions of the Southeast LLC *(43)                     N/A     51              -               -         -
       Trigen-Cinergy Solutions of St. Paul LLC *                              N/A     49              -               -         -
        Environmental Wood Supply, LLC (44)                                    N/A   24.5              -               -         -
        St. Paul Cogeneration LLC                                              N/A   24.5              -               -         -
       Trigen-Cinergy Solutions of Tuscola, LLC                                N/A     49              -               -         -
     Cinergy Supply Network, Inc.                                              100    100              -               -         -
       Reliant Services, LLC (Reliant)                                         N/A     50              -               -         -
        MP Acquisitions Corp., Inc.                                            100     50              -               -         -
          Miller Pipeline Corporation (Miller Pipeline)                         50     50              -               -         -
     Cinergy Technology, Inc. (Technology)                                     100    100              -               -         -

   Cinergy Global Resources, Inc. (Global Resources)                           100    100              -               -         -
     Cinergy UK, Inc.                                                        1,000    100              -               -         -
     Cinergy Global Power, Inc. (Global Power)                                 100    100              -               -         -
       CGP Global Greece Holdings, SA (45)                                   9,000    100              -               -         -
        Attiki Denmark ApS (46)                                         75,983,616     60              -               -         -
          Attiki Gas Supply Company SA (47)                              3,475,800   29.4              -               -         -
       Cinergy Global Chandler Holding, Inc.                                   100    100              -               -         -
        Cinergy Global Chandler I, Inc.                                        100    100              -               -         -
          Chandler Wind Partners, LLC (48)                                     N/A    100              -               -         -
       Cinergy Global Ely, Inc.                                                100    100              -               -         -
        EPR Ely Power Limited                                              214,286     30              -               -         -
          EPR Ely Limited                                                  300,000     30              -               -         -
            Ely Power Limited *                                                  1     30              -               -         -
            Anglian Straw Limited                                              300     30              -               -         -
        Anglian Ash Limited                                                      3     30              -               -         -
        eVent Resources Overseas I, LLC (49)                                   N/A    100              -               -         -
       Cinergy Global Foote Creek, Inc.                                        100    100              -               -         -
        Foote Creek III, LLC                                                   N/A    100              -               -         -
       Cinergy Global Foote Creek II, Inc.                                     100    100              -               -         -
        Foote Creek II, LLC                                                    N/A    100              -               -         -
       Cinergy Global Foote Creek IV, Inc.                                     100    100              -               -         -
        Foote Creek IV, LLC (50)                                               N/A    100              -               -         -
       Cinergy Global Peetz Table I, Inc. (51)                                 100    100              -               -         -
        Ridge Crest Wind Partners, LLC                                         N/A    100              -               -         -
       Cinergy Global Power Services Limited                             1,001,000    100              -               -         -
        Cinergy Global Power Limited *                                           2    100              -               -         -
        MPI International Limited *                                              2    100              -               -         -
       Cinergy Global Power (UK) Limited                                 3,658,242    100              -               -         -
        Cinergy Global Trading Limited                                   3,084,908    100              -               -         -
          Commercial Electricity Supplies Limited                            6,000    100              -               -         -
          Cinergy Renewable Trading Limited *                                    2    100              -               -         -
          UK Electric Power Limited                                         85,000    100              -               -         -
          Cinergy Global Power 2 Limited *(52)                                   2    100              -               -         -
       Cinergy Global San Gorgonio, Inc.                                       100    100              -               -         -
        San Gorgonio Westwinds II, LLC                                         N/A     50              -               -         -
       Cinergy Global Holdings, Inc. (Global Holdings)                         100    100              -               -         -
        Cinergy Holdings B.V. (Holdings B.V.)                                7,652    100              -               -         -
          Cinergy Zambia B.V.                                                4,525    100              -               -         -
            Copperbelt Energy Corporation PLC (Copperbelt)               3,850,000   38.5              -               -         -
          Cinergy Turbines B.V.                                                650    100              -               -         -
            EOS PAX I S.L. (EOS I)                                             485   48.5              -               -         -
            EOS PAX IIa S.L. (EOS II)                                          485   48.5              -               -         -
          Cinergy Hydro B.V. (Hydro B.V.)                                  130,001    100              -               -         -
            Cinergy Renovables Ibericas, S.A. (53)                         291,500    100              -               -         -
              Age Inversiones en Medio Ambiente, S.L. (Age Inversiones)     33,448  47.92              -               -         -
               Valoritzacions Agroramaderes les Garrigues, S.L. #(54)       59,550  27.13              -               -         -
              Cinergy Global Power Iberia, S.A.                              1,000    100              -               -         -
               Escambeo, S.L. #                                              2,500     50              -               -         -
              Cinergy Renovables Aragon, S.L. #(55)                          3,050    100              -               -         -
               San Juan de Bargas Eolica, S.L. #(56)                       250,000     25              -               -         -
               Tratamiento y Generacion de Energia S.L. #(57)                1,290  42.86              -               -         -
               Generacion y Abastecimiento de Energia, S.L. #(58)            1,290  42.86              -               -         -
               Intercambio de Derivados Porcinos, S.L. #(59)                 1,290  42.86              -               -         -
               Aplicaciones Industriales de energies
                 limpias, S.L. #(60)                                         1,290  42.86              -               -         -
              Cinergy Services Iberia, S.L. #(61)                            3,050    100              -               -         -
              Compania Productora de Energia para
                 Consumo Interno, S.L. #                                    90,165  42.86              -               -         -
              Desarrollos Eolico El Aguila, S.A. (62)                        2,040     50              -               -         -
              Elecdey Ascoy, S.A. (Ascoy)                                    8,385   19.5              -               -         -
              Elecdey Carcelen, S.A. #(63)                                   1,518     23              -               -         -
              Enrega, S.L. #(64)                                             2,500     50              -               -         -
              EoloCrisa, S.L.                                            9,015,181     50              -               -         -
               Corporacion Eolica, S.L. (65)                                56,074     50              -               -         -
                 Compania Eolica Aragonesa, S.A.                            55,749     50              -               -         -
              Northeolic Pico Gallo, S.L. (66)                               1,000     50              -               -         -
              Procrisa Servicios, S.L. #(67)                                 2,200     55              -               -         -
              Promociones y Servicios Hidraulicos, S.A. #(68)                1,000    100              -               -         -
              Sinergia Andaluza, S.L. #                                      2,408     40              -               -         -
              Tractaments de Juneda, SA # (69)                             141,154  23.14              -               -         -
              Ventoabrego, S.L. #                                            2,500     50              -               -         -
            Cinergy 1 B.V.                                                      50    100              -               -         -
              Cinergy Eesti OU                                                   1    100              -               -         -
               Startekor Investeeringute OU (Startekor)                          1     67              -               -         -
                 Aktsiaselts Narva Elektrivork (Narva)                     564,902     67              -               -         -
            Cinergy Global Resources 1 B.V.                                    400    100              -               -         -
              Moravske Teplarny a.s. (Teplarny)                                 81    100              -               -         -
              Plzenska Energetika a.s. (Energetika)                            100    100              -               -         -
              Cinergy Global Polska Sp. Z o.o.                                 N/A    100              -               -         -
              Cinergy Global Resources 1 Sp. Z o.o.                            N/A    100              -               -         -
              Cinergy Global Resources a.s.                                      2    100              -               -         -
              Cinergetika U/L a.s. (Cinergetika)                               701   99.8              -               -         -
              Energetika Chropyne a.s. (Chropyne)                              125    100              -               -         -
              Teplarna Otrokovice a.s. (Otrokovice)                         54,677     12              -               -         -
              Energy Customer Services, s.r.o. *                               N/A    100              -               -         -
            Cinergy 2 B.V.                                                     500    100              -               -         -
              Desarrollo Eolico del Ebro S.A. (Desebro)                      3,608     50              -               -         -
              Sinergia Aragonesa, S.L. #                                       200     20              -               -         -
          Baghabari I B.V. *                                                18,152    100              -               -         -
            Baghabari Power Company Limited *(70)                                4    100              -               -         -
          Baghabari II B.V. *                                               18,152    100              -               -         -
          Cinergy South Africa Investments 1 B.V.                           18,152    100              -               -         -
            Egoli Gas (Proprietary) Limited                                    949    100              -               -         -
          Cinergy Global 4 B.V. *                                           18,152    100              -               -         -
          Cinergy Global 5 B.V. *                                           18,000    100              -               -         -
       Cinergy Global (Cayman) Holdings, Inc.                            5,171,137    100              -               -         -
        Cinergy Global Hydrocarbons Pakistan *                                 100    100              -               -         -
        Cinergy Global Tsavo Power                                       5,171,137    100              -               -         -
          IPS-Cinergy Power Limited                                      3,968,547   48.2              -               -         -
            Tsavo Power Company Limited                                  3,968,547   24.1              -               -         -
        Cinergy Global Maranhao *                                              100    100              -               -         -
        Cinergy MPI V, Inc. *                                                  100    100              -               -         -
        Cinergy MPI VI, Inc. *                                                 100    100              -               -         -
        Cinergy MPI VII, Inc. *                                                100    100              -               -         -
        Cinergy MPI VIII, Inc. *                                               100    100              -               -         -
        Cinergy MPI IX, Inc. *                                                 100    100              -               -         -
        Cinergy MPI X, Inc. *                                                  100    100              -               -         -
       Cinergy Global One, Inc.                                                100    100              -               -         -
        CZECHPOL ENERGY spol, s.r.o.                                           N/A    100              -               -         -
          ZAT Dneproline                                                    67,059     59              -               -         -
          E-line Czech, s.r.o.                                                 N/A    100              -               -         -
            E-line AG                                                            3    100              -               -         -
          S-line s.r.o.                                                        N/A     60              -               -         -
          DP Czechpol Energy Invest                                            N/A    100              -               -         -
          MEAS Brno, a.s.                                                      105   33.3              -               -         -
          PEAS Praha, a.s.                                                      34     34              -               -         -
          Moravia Energo                                                        23     23              -               -         -
       Midlands Hydrocarbons (Bangladesh) Limited *                      4,535,000    100              -               -         -
       Powermid No. 1 *(71)                                                      2    100              -               -         -
       Cinergy Global Power Africa (Proprietary) Limited                       100    100              -               -         -

   CinTec LLC (CinTec)                                                         N/A    100              -               -         -
     CinTec I LLC                                                              N/A    100              -               -         -
       eVent Resources I LLC                                                   N/A     80              -               -         -
        eVent (Triple Point) LLC (72)                                          N/A     80              -               -         -
                                                                                                       -               -
   Cinergy Technologies, Inc. (Cinergy Technologies)                           100    100              -               -         -
     Cinergy Ventures, LLC (Ventures)                                          N/A    100              -               -         -
       emPowerNET, LLC *(73)                                                   N/A   49.5              -               -         -
       Pentech Solutions, Inc. (74)                                            N/A      ^              -               -         -
       Kreiss Johnson Technologies, Inc. (75)^                                 N/A      ^              -               -         -
       Catalytic Solutions, Inc. (76)                                          N/A      ^              -               -         -
       Izoic, Inc. (77)                                                        N/A      ^              -               -         -
     Cinergy Ventures II, LLC #                                                N/A    100              -               -         -
     Cinergy e-Supply Network, LLC (Cinergy e-Supply)                          N/A    100              -               -         -
     Cinergy One, Inc. (Cinergy One)                                           100    100              -               -         -
     Cinergy Two, Inc. *                                                       100    100              -               -         -
                                                                                                       -               -
   Cinergy Wholesale Energy, Inc. (Wholesale Energy)                           100    100              -               -         -
     Cinergy Power Generation Services, LLC (Generation Services)              N/A    100              -               -         -
     Cinergy Origination & Trade, LLC *(78)                                    N/A    100              -               -         -

     +    Cinergy's  issuer's  and  owner's  book  value  and other  amounts  at
          December  31,  2001,  are being  filed  pursuant to Rule  104(b).  See
          "Exhibit I" section in "Item 10.  Financial  Statements  and Exhibits"
          for this information.
     ^    Cinergy's  percentage  of voting power at December  31, 2001,  is
          being filed pursuant to Rule 104(b).  See "Exhibit I" section in "Item
          10. Financial Statements and Exhibits" for this information.
     *    This entity was inactive as of December 31, 2001.
     #    This entity was in the start-up phase of operations as of December 31,
          2001.

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2001 (Continued)

  1. CC Funding Trust I is a business trust formed under the Delaware Business Trust Act effective November 27, 2001, to issue and sell its preferred trust securities and common trust securities and to acquire and hold the debt securities as trust assets.

  2. CPI Allowance Management, LLC, a Delaware limited liability company (LLC) organized on December 14, 2001, was formed to acquire, hold or trade SO2 emissions allowances of CG&E.

  3. CPI Investments, LLC, a Delaware LLC organized on December 14, 2001, was formed to participate in connection with the same transactions for which CPI Allowance Management, LLC was formed to complete.

  4. PSI also has voting cumulative preferred stock outstanding at December 31, 2001, as follows: 

             Class               Shares outstanding           Vote per share

    Par value $100                 347,581                    1 vote
    Par value $ 25                 303,544                  1/4 vote
  5. Brownsville Power I, LLC, a Delaware LLC which was acquired by Cinergy in 2001 (organized on July 13, 1998), is a natural gas-fired generation facility located in Haywood County, Tennessee.

  6. Caledonia Power I, LLC, a Delaware LLC which was acquired by Cinergy in 2001 (organized on July 13, 1998), is a natural gas-fired generation facility located in Lowndes County, Mississippi.

  7. CinCap - Chippewa, LLC, a Delaware LLC organized on July 27, 2001, was formed for the purpose of developing and subsequently owning and operating four natural gas-fired simple cycle combustion turbines in Michigan.

  8. CinCap - Martinsville, LLC, a Delaware LLC organized on January 30, 2001, was formed to develop and subsequently own and operate four natural gas-fired simple cycle combustion turbines in Virginia.

  9. CinCap - Oraville, LLC, a Delaware LLC organized on March 6, 2001, was formed to develop and subsequently own and operate four natural gas-fired simple cycle combustion turbines in Illinois.

  10. CinCap PIC, LLC, a Delaware LLC organized on August 10, 2001, was formed to hold Cinergy’s interest in CinPeak Resources, LLC, a proposed joint venture with a non-affiliated third party financial investor which ultimately did not close.

  11. CinPeak Resources, LLC, a Delaware LLC organized on August 15, 2001, was formed in connection with the cancelled transaction noted in footnote 10 above.

  12. Cinergy Canada, Inc., a Canadian company organized on April 2, 2001, was formed for the purpose of marketing natural gas and natural gas liquids in Canada.

  13. Cinergy Limited Holdings, LLC, a Delaware LLC organized on December 14, 2001, was formed to hold an investment in Marketing & Trading of which it owns 99%.

  14. Cinergy General Holdings, LLC, a Delaware LLC organized on December 14, 2001, was formed to serve as the general partner of Marketing & Trading of which it owns 1%.

  15. During the fourth quarter of 2001, Marketing & Trading became a subsidiary of Cinergy Limited Holdings, LLC and Cinergy General Holdings, LLC. Marketing & Trading is owned 99% by Cinergy Limited Holdings, LLC and 1% by Cinergy General Holdings, LLC.

  16. Cinergy Propane, LLC, a Delaware LLC organized on October 18, 2001, was formed to engage in the business of marketing propane in the United States and owning and operating a propane storage cavern.

  17. Cinergy Retail Power Limited, Inc., a Delaware company organized on August 6, 2001, was formed to hold an investment in Cinergy Retail Power, L.P. of which it owns 99%.

  18. Cinergy Retail Power General, Inc., a Texas company organized on August 7, 2001, was formed to serve as the general partner of Cinergy Retail Power, L.P. of which it owns 1%.

  19. Cinergy Retail Power, L.P., a Delaware limited partnership (LP) organized on August 8, 2001, was formed to engage in the retail sale of electric power to large industrial customers in states that have legislatively or administratively established customer choice and retail competition. Cinergy Retail Power, L.P. is owned 99% by Cinergy Retail Power Limited, Inc. and 1% by Cinergy Retail Power General, Inc.

  20. ENCOAL OPCO, LLC, a Delaware LLC organized on February 13, 2001, was formed to provide certain operation and maintenance and other support services to SynCap I, LLC.

  21. Cinergy Solutions Limited Partnership is owned 99.9% by 3036243 Nova Scotia Company and 0.1% by 1388368 Ontario Inc.

  22. BSPE Holdings, LLC, a Delaware LLC organized on January 10, 2001, was formed as an indirect holding company for a qualifing facility (QF) as defined under the Public Utility Regulatory Policies Act of 1978.

  23. BSPE Limited, LLC, a Delaware LLC organized on January 10, 2001, was formed to act as the sole limited partner of BSPE, L.P. of which it owns 99%.

  24. BSPE General, LLC, a Texas LLC organized on January 11, 2001, was formed to act as the sole general partner of BSPE, L.P. of which it owns 1%.

  25. BSPE, L.P., a Delaware LP organized on January 16, 2001, was formed to purchase, own and lease certain existing equipment and fixtures in connection with the two QFs located in Texas constructed and operated by South Houston Green Power, L.P. BSPE, LP is owned 99% by BSPE Limited, LLC and 1% by BSPE General, LLC.

  26. U.S. Energy Biogas Corporation, a Delaware company which was acquired by Cinergy in 2001 (organized on December 28, 1993), owns and operates 24 landfill gas-to-energy projects and one natural gas cogeneration plant.

  27. Countryside Landfill Gasco., L.L.C., a Delaware LLC which was acquired by Cinergy in 2001 (organized on August 23, 1996), to own and operate landfill gas collection systems and related assets.

  28. Morris Gasco, L.L.C., a Delaware LLC which was acquired by Cinergy in 2001 (organized on December 31, 1996), to own and operate landfill gas collection systems and related assets.

  29. Brown County Landfill Gas Associates, L.P., a Delaware LP which was acquired by Cinergy in 2001 (organized on March 22, 2000), to own and operate landfill gas collection systems and related assets.

  30. During the first quarter of 2001, Cinergy Solutions of Boca Raton, LLC became a wholly owned subsidiary of Solutions. Previously, it was reflected as a wholly owned subsidiary of Solutions Holding.

  31. Cinergy Solutions of Philadelphia, LLC, a Delaware company organized on May 11, 2001, was formed to manage, operate and maintain the steam and electric generation and distribution facilities located at the Philadelphia Naval Base Complex.

  32. CST Limited, LLC, a Delaware LLC organized on May 18, 2001, was formed to be the sole limited partner of CST Green Power L.P. of which it owns 99%.

  33. CST General, LLC a Texas LLC organized on May 22, 2001, was formed to be the sole general partner of CST Green Power L.P. of which it owns 1%.

  34. CST Green Power, L.P., a Delaware LP organized on May 23, 2001, was formed for the purpose of selling steam and electricity to BP Amoco in Texas. Also, CST Green Power, L.P. will operate and maintain existing facilities and construct and operate new cogeneration facilities at this location. CST Green Power, L.P. is owned 99% by CST Limited, LLC and 1% by CST General, LLC.

  35. During the second quarter of 2001, Green Power Holdings, LLC and subsidiaries became a direct subsidiary of CST Green Power, L.P. Previously, it was reflected as a subsidiary of Solutions Holding.

  36. South Houston Green Power, L.P., a Delaware LP which was acquired by Cinergy in 2001 (organized on December 19, 2000), was formed to operate and maintain existing cogeneration facilities and to construct, own and operate new cogeneration facilities in Texas City, Texas. South Houston Green Power, L.P. is owned 99% by Green Power Limited, LLC and 1% by Green Power G.P., LLC.

  37. CSGP of Southeast Texas, LLC, a Delaware LLC organized on February 22, 2001, was formed to provide operation and maintenance labor for CSGP Services, L.P. on behalf of South Houston Green Power, L.P.

  38. CSGP Limited, LLC, a Delaware LLC organized on April 5, 2001, was formed to be the sole limited partner of CSGP Services, L.P. of which it owns 99%.

  39. CSGP General, LLC, a Texas LLC organized on April 5, 2001, was formed to be the sole general partner of CSGP Services, L.P. of which it owns 1%.

  40. CSGP Services, L.P., a Delaware LP organized on April 6, 2001, was formed to provide operation and maintenance services to South Houston Green Power, L.P. CSGP Services, L.P. is owned 99% by CSGP Limited, LLC and 1% by CSGP General, LLC.

  41. Delta Township Utilities, LLC, a Delaware LLC which was acquired by Cinergy in 2001 (organized on July 5, 2001), was formed to provide utility-related services to General Motor Corporation’s metal stamping facility located in Michigan.

  42. Trigen-Cinergy Solutions of San Diego LLC, a Delaware LLC which was acquired by Cinergy in 2001 (organized on November 3, 1999), was formed to provide operation and maintenance utility-related services in the San Diego area.

  43. Trigen-Cinergy Solutions of the Southeast LLC, a Delaware LLC which was acquired by Cinergy in 2001 (organized on November 19, 1999), was formed to construct, operate and maintain utility-related systems in the Jacksonville, Florida area.

  44. Environmental Wood Supply, LLC, a Minnesota LLC which was acquired by Cinergy in 2001 (organized on August 10, 2000), was formed to handle all fuel and fuel procurement-related costs for the St. Paul Cogeneration LLC.

  45. CGP Global Greece Holdings, SA, a Greece company organized August 10, 2001, was formed to indirectly hold Cinergy’s and its unaffiliated bid partner’s interest in the Attiki Gas Project. CGP Global Greece Holdings, SA is owned 99.9% by Global Power and 0.1% by Global Holdings with each owning 8,999 and 1 common shares, respectively.

  46. Attiki Denmark ApS, a Denmark company which was acquired by Cinergy in 2001 (organized on October 1, 2000), was formed to directly hold Cinergy’s and its unaffiliated partner’s interest in Attiki Gas Supply Company SA. Attiki Denmark ApS is owned 51% by CGP Global Greece Holdings, SA and 9% by Global Power with each owning 64,586,074 and 11,397,542 common shares, respectively.

  47. Attiki Gas Supply Company SA, a Greece company organized on November 2, 2001, was formed to supply and sell natural gas to consumers located within the geographical area of Attiki, which includes Athens, Greece.

  48. Chandler Wind Partners, LLC, a Delaware LLC which was acquired by Cinergy in 2001 (organized on March 19, 1998), is a wind farm located in Chandler, Minnesota.

  49. eVent Resources Overseas I, LLC, a Delaware company organized on May 29, 2001, was formed to hold an investment in a Scottish-based manufacturer of certain power plant equipment.

  50. Foote Creek IV, LLC, a Delaware LLC which was acquired by Cinergy in 2001 (organized on October 25, 1999), is a wind farm located near Laramie, Wyoming.

  51. Cinergy Global Peetz Table I, Inc., a Delaware company organized on January 9, 2001, was formed to hold Cinergy's 100% interest in Ridge Crest Wind Partners, LLC.

  52. Cinergy Global Power 2 Limited, an English company which was acquired by Cinergy in 2001 (organized on October 5, 2000), was formed to develop foreign utility companies (FUCO) projects.

  53. Cinergy Renovables Ibericas, S.A. is owned 98.59% by Hydro B.V. and 1.40% by Cinergy Renovables Ibericas, S.A. with each owning 287,411 and 4,088 common shares, respectively.

  54. Valoritzacions Agroramaderes les Garrigues, S.L., a Spanish company which was acquired by Cinergy in 2001 (organized on March 14, 2000), was formed to build and operate a pig slurry plant in Spain. Valoritzacions Agroramaderes les Garrigues, S.L. is owned 19.93% by Age Inversiones en Medio Ambiente, S.L. and 17.58% by Cinergy Renovables Ibericas, S.A. with each owning 20,947 and 38,603 common shares, respectively.

  55. Cinergy Renovables Aragon, S.L., a Spanish company organized on November 6, 2001, was formed to develop, directly or indirectly, energy production projects and was formed to be a holding company for renewable projects in the Aragon area of Spain.

  56. San Juan de Bargas Eolica, S.L., a Spanish company organized on July 10, 2001, was formed to develop, directly or indirectly, energy production projects and develop a wind farm which belongs to General Eolica Aragonesa.

  57. Tratamiento y Generacion de Energia S.L., a Spanish company organized on July 30, 2001, was formed to build and operate a pig slurry plant in Spain.

  58. Generacion y Abastecimiento de Energia, S.L., a Spanish company organized on July 30, 2001, was formed to build and operate a pig slurry plant in Spain.

  59. Intercambio de Derivados Porcinos, S.L., a Spanish company which was acquired by Cinergy in 2001 (organized on May 22, 2000), was formed to build and operate a pig slurry plant in Spain.

  60. Aplicaciones Industriales de energies limpias, S.L., a Spanish company organized on July 30, 2001, was formed to build and operate a pig slurry plant in Spain.

  61. Cinergy Services Iberia, S.L., a Spanish company organized on October 9, 2001, was formed to provide services in the area of development and management to the subsidiaries of Cinergy Renovables Ibericas, S.A. and other third parties.

  62. During the second quarter of 2001, Desarrollos Eolico El Aguila, S.A. became a direct subsidiary of Cinergy Renovables Ibericas, S.A. Previously, it was reflected as a subsidiary of Cinergy 2 B.V.

  63. Elecdey Carcelen, S.A., a Spanish company which was acquired by Cinergy in 2001 (organized on December 14, 2000), is a wind farm under development in Spain.

  64. Enrega, S.L., a Spanish company organized on November 5, 2001, was formed to develop energy production projects.

  65. During the third quarter of 2001, Corporacion Eolica, S.L. became a direct subsidiary of EoloCrisa, S.L. Previously, it was reflected as a subsidiary of Cinergy Renovables Ibericas, S.A.

  66. During the second quarter of 2001, Northeolic Pico Gallo, S.L. became a direct subsidiary of Cinergy Renovables Ibericas, S.A. Previously, it was reflected as a subsidiary of Cinergy 2 B.V.

  67. Procrisa Servicios, S.L., a Spanish company organized on December 21, 2001, was formed to operate the Northeolic Pico Gallo, S.L. wind farm in Spain.

  68. Promociones y Servicios Hidraulicos, S.A., a Spanish company which was acquired by Cinergy in 2001 (organized on February 23, 1990), was formed to build and operate a minihydro.

  69. Tractments de Juneda, SA is owned 15% by Cinergy Renovables Ibericas, S.A. and 8.14% by Age Inversiones with each owning 91,500 and 49,654 common shares, respectively.

  70. Baghabari Power Company Limited is owned 50% by Baghabari I B.V. and 50% by Baghabari II B.V. with both owning two common shares each.

  71. Powermid No. 1 is owned 50% by Global Power and 50% by Cinergy Zambia B.V. with both owning one common share each.

  72. eVent (Triple Point) LLC, a Delaware LLC was acquired by Cinergy in 2001 (organized on December 13, 2000), is an Exempt Telecommunication Company.

  73. emPowerNET, LLC, a Delaware LLC organized on March 13, 2001, was formed to develop certain new hosted technology services and products that enable operational efficiency and enhance competitive position for customers in the gas and electricity distribution industry.

  74. Pentech Solutions, Inc., a Delaware company which was acquired in 2001 (organized on November 19, 1990), was formed to develop hardware and software to remotely monitor and manage HVAC and distributed generation equipment.

  75. Kreiss Johnson Technologies, Inc., a California company which was acquired in 2001 (organized on July 28, 1993), was formed to develop scalable power systems analysis software and integration systems for various uses.

  76. Catalytic Solutions, Inc., a California company which was acquired in 2001 (organized on January 31, 1996), was formed to develop alternative emissions control technology.

  77. Izoic, Inc., a Delaware company which was acquired on 2001 (organized on December 22, 1999), was formed to develop software for managing and protecting infrastructure assets owned by various companies.

  78. Cinergy Origination & Trade, LLC, a Delaware LLC organized on October 19, 2001, was formed to trade and market electric power, natural gas, environmental emissions allowances, coal, other energy and energy-related products and services.

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

For the year ended December 31, 2001, there were no acquisitions or sales by any system company of utility assets (in service or under construction) involving a consideration of more than one million dollars.

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES

                                                                    Principal Amount
                                             Name of                or Stated Value
                                          Company Issuing,          ----------------
               Name of Issuer            Selling, Pledging,              Pledged,                              Commission
                     and                  Guaranteeing, or     Issued   Guaranteed,  Date of                  Authorization
               Title of Issue            Assuming Securities  and Sold  or Assumed Transaction Proceeds       or Exemption
               --------------            -------------------  --------  ---------- ----------- --------       ------------
                                                                 (in thousands)              (in thousands)
PSI

First Mortgage Bond Series EEE,                    PSI          $325,000     -       6/22/01   $322,471   Rule 52 (See certificate
  6.65% with a due date of June 15, 2006                                                                  of notification on form
                                                                                                          U-6B-2 filed on
                                                                                                          July 6, 2001.)

CG&E

Series A, 2001 Ohio Air Quality Development       CG&E          $ 12,100     -       8/1/01    $ 12,086   Rule 52 (See certificate
  Authority Air Quality Development                                                                       of notification on form
  Revenue Bonds, due August 1, 2033                                                                       U-6B-2 filed on
                                                                                                          September 6, 2001.)


Global Resources

Fixed interest rates ranging between        Global Resources    $ 14,120     -       10/5/00   $ 14,120   Rule 52
  9.423% and 9.911% maturing September
  2010 to September 2019

Fixed interest rate of 11.5%, maturing      Global Resources    $ 17,850     -       11/15/01  $ 17,850   Rule 52
   December 2023 to March 2025                                                       12/21/01

Variable interest rate of the Euro
   Inter-Bank Offered Rate plus 1.2%,       Global Resources    $ 52,274     -       11/20/01  $ 52,274   Rule 52
   maturing November 2016

ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES

                                              Name of Company
                                                 Acquiring,     Number of  Principal             Extinguished (E) or   Commission
                                               Redeeming, or     Shares     Amount               Held for Further     Authorization
   Name of Issuer and Title of Issue        Retiring Securities Redeemed   Retired  Consideration Disposition (D)      or Exemption
   ---------------------------------        ------------------- ---------  -------- ------------- ---------------      ------------
                                                                           (in thousands)

PSI

Secured Medium-term Notes
     8.22 % to 8.47 % MTN Series A due
       November 1, November 8, and
       November 15, 2001                             PSI             -      $18,500       -             E                Rule 42

Other Long-term Debt
     6.00% Debentures due December 14, 2016          PSI             -       50,000       -             E                Rule 42

     6.00% Rural Utilities Service Obligation        PSI             -          923       -             E                Rule 42

     Series 1994 A Promissory Note                   PSI             -       19,825       -             E                Rule 42
       Non-Interest due January 3, 2001

Lawrenceburg

Other Long-term Debt
     93/4% Debentures due October 1, 2001       Lawrenceburg         -        1,200       -             E                Rule 42

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

1.  Securities of investments operating in the retail service area:

                    Aggregate Amount of
             Investments in Persons (entities)  Number of
  Name of           Operating in Retail          Persons
  Company          Service Area of Owner       (Entities)                          Description of Persons (Entities)
  -------          ---------------------       ----------                          ---------------------------------
                     (in thousands)
                       $                                   Limited partnerships which own, rehabilitate, and maintain apartment
 CG&E                      60                       3      buildings for low income housing.

                                                           Limited partnerships which invest in small and minority-or female-owned
 CG&E                     103                       2      businessess.

 CG&E                      15                       2      Community improvement fund.

 ULH&P                      2                       2      Economic development.

                                                           Limited partnerships which make long-term investments in Indiana and
 PSI                    2,109                       3      other Midwestern businesses.

 PSI                      525                       1      Limited partnership which invests in start-up companies.

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES (Continued)

2.  Securities not included in Item 5, No. 1:


 Name of                 Name of              Description      Number of       % of           Nature of                  Owner's
 Company                  Issuer              of Security        Shares    Voting Power       Business                  Book Value
 -------                  ------              -----------        ------    ------------       --------                  ----------
                                                                                                                      (in thousands)

CG&E           Ohio Valley Electric
               Corporation                    Common Stock         9,000        9%          Public Utility Company        $   900

                                              Limited                                       Shopping Mall in
PSI            Circle Center Mall             Partnership            N/A        N/A         Indianapolis, IN                2,167

                                                                                            Invests in
PSI            Lynx Capital Corp.             Stock                   25        4.90%       minority-owned businesses         127

                                                                                            Invests in
                                                                                            energy-related
Ventures       Nth Power Technology Fund I    Limited partner        N/A        N/A         technology companies           10,969

                                                                                            Invests in
Ventures       Nth Power Technology                                                         energy-related
               Fund II, L.P.                  Limited partner        N/A        N/A         technology companies            5,000

                                              Convertible                                   Zinc-air fuel cell
Ventures       Metallic Power, Inc.           Preferred Stock    909,091        4.91%       manufacturer                    2,500

                                              Convertible                                   Internet based energy
Ventures       Enermetrix                     Preferred Stock  1,500,000        4.30%       exchange software              15,000

                                              Convertible                                   Distribution network
Ventures       Configured Energy Systems      Preferred Stock  1,181,697        8.30%       management software            11,501

                                                                                            General Venture Capital
Ventures       Blue Chip Capital Fund III     Limited Partner        N/A        N/A         Fund                           11,295

                                              Convertible
Ventures       SmartSynch                     Preferred Stock  3,846,346        7.40%       Real-time smart-metering        3,500

Cinergy                                                                                     Internet based
e-Supply       E-Consortium                   Preferred Stock    443,921        4.58%       technology company              5,838

                                                                                            Invests in significant
                                                                                            local development
Ventures       Cincinnati Equity Fund         Limited Partner        N/A        N/A         projects                        6,176

                                                                                            Spanish holding company
Age                                                                                         for Rubi Tractament
Inversiones    Agrupacion Rubi, SA            Common Stock         1,944        7.2%        Termic Eficient, SA               193

                                                                                            Sludge conversion
                                                                                            facility which treats
                                                                                            the waste from water
                                                                                            purification and
Age            Rubi Tractament                                                              generates 7 MW of
Inversiones    Termic Eficient,SA             Common Stock         1,944        5.76%       electricity in Spain               74


Age                                                                                         Formed for project
Inversiones    Energetica Mataro, SA          Common Stock            72        7.2%        development in Spain              199


Age            Societat Anomima de                                                          Pig slurry plant under
Inversiones    Valoritzacions Agroramaderes   Common Stock        49,764        8.28%       development in Spain              234

                                                                                            Energy development
                                                                                            company in Spain which
Cinergy                                                                                     was acquired to obtain
Renovables                                                                                  its preferential rights
Aragon, S.L.   General Eolica Aragonesa, SA   Common Stock           140        5%          to develop wind farms              23

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2001

PART I 

                                                                 POSTION HELD AT
NAME (ADDRESS)                                                 DECEMBER 31, 2001

Cinergy

Jackson H. Randolph (a)                                           D
James E. Rogers (a)                                               D, CB, P, CEO
James K. Baker (c)                                                D
Michael G. Browning (d)                                           D
Phillip R. Cox (e)                                                D
John A. Hillenbrand II (g)                                        D
George C. Juilfs (h)                                              D
Thomas E. Petry (j)                                               D
Mary L. Schapiro (u)                                              D
John J. Schiff, Jr. (k)                                           D
Philip R. Sharp (l)                                               D
Dudley S. Taft (n)                                                D
Michael J. Cyrus (a)                                              D
R. Foster Duncan (a)                                              EVP, CFO
William J. Grealis (a)                                            EVP
Larry E. Thomas (d)                                               EVP
James L. Turner (a)                                               EVP
John Bryant (x)                                                   VP
J. Joseph Hale, Jr. (a)                                           VP
M. Stephen Harkness (a)                                           VP
Donald B. Ingle, Jr. (a)                                          VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, AS
Timothy J. Verhagen (a)                                           VP
Charles J. Winger (a)                                             VP
Julia S. Janson (a)                                               S
Wendy L. Aumiller (a)                                             ACT

CC Funding Trust I

CC Funding Trust I is a business trust formed under the Delaware  Business Trust
Act effective November 27, 2001, which has no officers or directors.

Services

James E. Rogers (a)                                               D, CB, P, CEO
Michael J. Cyrus (a)                                              D, EVP
R. Foster Duncan (a)                                              D, EVP, CFO
William J. Grealis (a)                                            D, EVP
Larry E. Thomas (d)                                               D, EVP
Todd W. Arnold (a)                                                VP
Russell K. Campbell (a)                                           VP
Douglas F. Esamann (d)                                            VP
Gregory C. Ficke (a)                                              VP
Caryn J. Griffith (a)                                             VP
J. Joseph Hale, Jr. (a)                                           VP
M. Stephen Harkness (a)                                           VP
Donald B. Ingle, Jr. (a)                                          VP
Ronald R. Jackups (a)                                             VP
Paul E. King (f)                                                  VP
J. Thomas Mason (f)                                               VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP
Ronald R. Monson (a)                                              VP
Leigh J. Pefley (a)                                               VP
John C. Procario (a)                                              VP
Barry E. Pulskamp (f)                                             VP
Leonard C. Randolph (a)                                           VP
Bernard F. Roberts (a)                                            VP, C
John J. Roebel (a)                                                VP
Sherrie N. Rutherford (a)                                         VP
Jim L. Stanley (a)                                                VP
John P. Steffen (a)                                               VP
Joseph W. Toussaint (f)                                           VP
James L. Turner (a)                                               VP
William F. Tyndall (a)                                            VP
Jerome A. Vennemann (a)                                           VP, GC, S
Timothy J. Verhagen (a)                                           VP
Arturo Vivar (v)                                                  VP
Patricia K. Walker (a)                                            VP
P. Craig Weida (a)                                                VP
James H. Willis (a)                                               VP
Charles J. Winger (a)                                             VP
David L. Wozny (a)                                                VP
Wendy L. Aumiller (a)                                             ACT
Ronald J. Brothers (b)                                            AS
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CG&E

James E. Rogers (a)                                               D, CB, CEO
R. Foster Duncan (a)                                              D, EVP, CFO
James L. Turner (a)                                               D, VP
Larry E. Thomas (d)                                               EVP
Gregory C. Ficke (a)                                              P
Wendy L. Aumiller (a)                                             ACT
Michael J. Cyrus (a)                                              EVP
William J. Grealis (a)                                            EVP
J. Joseph Hale, Jr. (a)                                           VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S
Julia S. Janson (a)                                               AS, SC

Cinergy Power Investments, Inc.

James E. Rogers (a)                                               D
Michael J. Cyrus (a)                                              D, P
R. Foster Duncan (a)                                              D, EVP
M. Stephen Harkness (a)                                           VP, COO, CFO
Rodney W. Husk (f)                                                VP
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (a)                                            VP
Barry E. Pulskamp (f)                                             VP
John J. Roebel (a)                                                VP
Bernard F. Roberts (a)                                            VP, C
Joseph W. Toussaint (f)                                           VP
Jerome A. Vennemann (a)                                           VP, GC, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CPI Allowance Management, LLC

James E. Rogers (a)                                               BM
Michael J. Cyrus (a)                                              BM, P
R. Foster Duncan (a)                                              BM, EVP
M. Stephen Harkness (a)                                           VP, COO, CFO
Robert C. McCarthy (a)                                            VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CPI Investments, LLC

James E. Rogers (a)                                               BM
R. Foster Duncan (a)                                              BM
Andrew Panaccione (aaaa)                                          BM
Michael G. Morgan (aaaa)                                          P
Jerome A. Vennemann (a)                                           S

ULH&P

James E. Rogers (a)                                               D, CB, CEO
R. Foster Duncan (a)                                              D, EVP, CFO
James L. Turner (a)                                               D, VP
Gregory C. Ficke (a)                                              P
Wendy L. Aumiller (a)                                             ACT
Michael J. Cyrus (a)                                              EVP
William J. Grealis (a)                                            EVP
J. Joseph Hale, Jr. (a)                                           Vp
Bernard F. Roberts (a)                                            vp, C
Jerome A. Vennemann (a)                                           vp, GC, S
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Tri-State Improvement Company

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
James L. Turner (a)                                               D
Gregory C. Ficke (a)                                              P
Wendy L. Aumiller (a)                                             ACT
Julia S. Janson (a)                                               AS
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S
Kimberly S. Carlson (a)                                           AC

Lawrenceburg Gas Company

James E. Rogers (a)                                               D, CB, CEO
Vincent E. Andres (a)                                             D
Bernard L. Huff (a)                                               D
Gregory C. Ficke (a)                                              P
Wendy L. Aumiller (a)                                             ACT
J. Joseph Hale, Jr. (a)                                           VP
Michael J. Cyrus (a)                                              EVP
R. Foster Duncan (a)                                              EVP, CFO
William J. Grealis (a)                                            EVP
Bernard F. Roberts (a)                                            VP, C
James L. Turner (a)                                               VP
Jerome A. Vennemann (a)                                           VP, GC, S
Ronald J. Brothers (b)                                            AS
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Miami Power Corporation

James E. Rogers (a)                                               D, CB, CEO
Vincent E. Andres (a)                                             D
Bernard L. Huff (a)                                               D
Gregory C. Ficke (a)                                              P
Wendy L. Aumiller (a)                                             ACT
Michael J. Cyrus (a)                                              EVP
R. Foster Duncan (a)                                              EVP, CFO
William J. Grealis (a)                                            EVP
J. Joseph Hale, Jr. (a)                                           VP
Bernard F. Roberts (a)                                            VP, C
James L. Turner (a)                                               VP
Jerome A. Vennemann (a)                                           VP, GC, S
Ronald J. Brothers (b)                                            AS
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

KO Transmission

James E. Rogers (a)                                               D, CB, CEO
R. Foster Duncan (a)                                              D, EVP, CFO
James L. Turner (a)                                               D, VP
Gregory C. Ficke (a)                                              P
Wendy L. Aumiller (a)                                             ACT
Michael J. Cyrus (a)                                              EVP
William J. Grealis (a)                                            EVP
J. Joseph Hale, Jr. (a)                                           VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

PSI

James E. Rogers (a)                                               D, CB, CEO,
James K. Baker (c)                                                D
Michael G. Browning (d)                                           D
John A. Hillenbrand II (g)                                        D
Larry E. Thomas (d)                                               D, VCB
Michael J. Cyrus (a)                                              EVP
Douglas F. Esamann (d)                                            P
R. Foster Duncan (a)                                              EVP, CFO
William J. Grealis (a)                                            EVP
J. Joseph Hale, Jr. (a)                                           VP
Bernard F. Roberts (a)                                            VP, C
James L. Turner (a)                                               VP
Jerome A. Vennemann (a)                                           VP, GC, AS
Julia S. Janson (a)                                               S
Wendy L. Aumiller (a)                                             ACT

South Construction Company, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
Larry E. Thomas (d)                                               D
Douglas F. Esamann (d)                                            P
Wendy L. Aumiller (a)                                             ACT
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS
John B. Scheidler (b)                                             AS

Investments

James E. Rogers (a)                                               D, CB, P, CEO
Michael J. Cyrus (a)                                              D, EVP
R. Foster Duncan (a)                                              D, EVP, CFO
Donald B. Ingle, Jr. (a)                                          D, VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Cinergy-Cadence, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
Donald B. Ingle, Jr. (a)                                          D, P
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Cadence Network

Donald B. Ingle, Jr. (a)                                          BM
William Doyle (rrr)                                               BM
Janice Case (sss)                                                 BM
Jeff Lieberman (rrr)                                              BM
Glenn Osmond (ttt)                                                BM
Doug Jaeger (uuu)                                                 BM
Madeleine Ludlow (e)                                              BM, P, CEO
Jeffrey Hart (e)                                                  VP
Peter McKnight (e)                                                VP
Tony Collins (e)                                                  VP
Susan Auel (e)                                                    VP

Capital & Trading

James E. Rogers (a)                                               D, CB, CEO
Michael J. Cyrus (a)                                              D, P
R. Foster Duncan (a)                                              D, EVP
Lance A. Bakrow (m)                                               VP
M. Stephen Harkness (a)                                           VP, COO, CFO
Rodney W. Husk (f)                                                VP
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (a)                                            VP
Barry E. Pulskamp (f)                                             VP
Bernard F. Roberts (a)                                            VP, C
John J. Roebel (a)                                                VP
Bruce Sukaly (v)                                                  VP
Douglas C. Taylor (f)                                             VP
Joseph W. Toussaint (f)                                           VP
Jerome A. Vennemann (a)                                           VP, GC, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Brownsville Power I, LLC

Michael J. Cyrus (a)                                              P, MM
Douglas F. Esamann (a)                                            VP
Arturo Vivar (v)                                                  VP
R. Foster Duncan (a)                                              VP
Paul E. King (f)                                                  VP
Robert C. McCarthy (f)                                            VP
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S
Julia S. Janson (a)                                               AS
Wendy L. Aumiller (a)                                             AT

Caledonia Power I, LLC

Michael J. Cyrus (a)                                              P, MM
Douglas F. Esamann (a)                                            VP
Arturo Vivar (v)                                                  VP
R. Foster Duncan (a)                                              VP
Paul E. King (f)                                                  VP
Robert C. McCarthy (f)                                            VP
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S
Julia S. Janson (a)                                               AS
Wendy L. Aumiller (a)                                             AT

CinCap-Chippewa, LLC

Michael J. Cyrus (a)                                              P, MM
M. Stephen Harkness (a)                                           VP
Douglas F. Esamann (d)                                            VP
R. Foster Duncan (a)                                              VP
Arturo Vivar (v)                                                  VP
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S
Julia S. Janson (a)                                               AS

CinCap–Martinsville, LLC

Michael J. Cyrus (a)                                              P, MM
Lance A. Bakrow (m)                                               VP
Douglas F. Esamann (d)                                            VP
Arturo Vivar (v)                                                  Vp
Charles J. Winger (a)                                             vp
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S
Julia S. Janson (a)                                               AS

CinCap-Oraville, LLC

Michael J. Cyrus (a)                                              P, MM
Douglas F. Esamann (d)                                            VP
R. Foster Duncan (a)                                              VP
Arturo Vivar (v)                                                  VP
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S
Wendy L. Aumiller (a)                                             AT
Julia S. Janson (a)                                               AS

CinCap PIC, LLC

Michael J. Cyrus (a)                                              P, MM
Robert C. McCarthy (f)                                            VP CRO
R. Foster Duncan (a)                                              EVP, CFO
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Paul E. King (f)                                                  VP
Douglas C. Taylor (f)                                             VP
Joseph W. Toussaint (f)                                           VP
Timothy J. McCabe (f)                                             VP
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CinPeak Resources, LLC

Michael J. Cyrus (a)                                              P, MM
R. Foster Duncan (a)                                              EVP, CFO
Robert C. McCarthy (f)                                            VP, CRO
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Joseph W. Toussaint (f)                                           VP
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CinCap IV, LLC

Michael J. Cyrus (a)                                              P, MM
Lance Bakrow (m)                                                  VP
M. Stephen Harkness (a)                                           VP, COO, CFO
R. Foster Duncan (a)                                              EVP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Rodney W. Husk (f)                                                VP
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP
Barry E. Pulskamp (f)                                             VP
John J. Roebel (a)                                                VP
Bruce Sukaly (v)                                                  VP
Joseph W. Toussaint (f)                                           VP
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           ac
Julia S. Janson (a)                                               AS

CinCap V, LLC

Michael J. Cyrus (a)                                              P, MM
Lance Bakrow (m)                                                  VP
M. Stephen Harkness (a)                                           VP, COO, CFO
R. Foster Duncan (a)                                              EVP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Rodney W. Husk (f)                                                VP
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP
Barry E. Pulskamp (f)                                             VP
John J. Roebel (a)                                                VP
Bruce Sukaly (v)                                                  VP
Joseph W. Toussaint (f)                                           VP
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CinCap VIII

Michael J. Cyrus (a)                                              P, MM
Lance Bakrow (m)                                                  VP
M. Stephen Harkness (a)                                           VP, COO, CFO
R. Foster Duncan (a)                                              EVP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Rodney W. Husk (f)                                                VP
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP
Barry E. Pulskamp (f)                                             VP
John J. Roebel (a)                                                VP
Bruce Sukaly (v)                                                  VP
Joseph W. Toussaint (f)                                           VP
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CinCap VII, LLC

Michael J. Cyrus (a)                                              P, MM
R. Foster Duncan (a)                                              EVP
Jerome A. Vennemann (a)                                           VP, S
Bernard F. Roberts (a)                                            VP, C
M. Stephen Harkness (a)                                           VP, COO, CFO
Lance A. Bakrow (m)                                               VP
Paul E. King (f)                                                  VP
J. Thomas Mason (f)                                               VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP
Barry E. Pulskamp (f)                                             VP
John J. Roebel (a)                                                VP
Bruce A. Sukaly (v)                                               VP
Wendy L. Aumiller (a)                                             ACT
Julia S. Janson (a)                                               AS

CinCap Madison, LLC

Michael J. Cyrus (a)                                              P, MM
R. Foster Duncan (a)                                              EVP
Lance A. Bakrow (m)                                               VP
M. Stephen Harkness (a)                                           VP, COO, CFO
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP, CRO
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CinCap IX, LLC

Michael J. Cyrus (a)                                              P, MM
Lance Bakrow (m)                                                  VP
M. Stephen Harkness (a)                                           VP, COO, CFO
R. Foster Duncan (a)                                              EVP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Rodney W. Husk (f)                                                VP
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP
Barry E. Pulskamp (f)                                             VP
John J. Roebel (a)                                                VP
Bruce Sukaly (v)                                                  VP
Joseph W. Toussaint (f)                                           VP
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CinCap X, LLC

Michael J. Cyrus (a)                                              P, MM
Lance Bakrow (m)                                                  VP
M. Stephen Harkness (a)                                           VP, COO, CFO
R. Foster Duncan (a)                                              EVP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Rodney W. Husk (f)                                                VP
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP
Barry E. Pulskamp (f)                                             VP
John J. Roebel (a)                                                VP
Bruce Sukaly (v)                                                  VP
Joseph W. Toussaint (f)                                           VP
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CinPower I, LLC

Michael J. Cyrus (a)                                              P, MM
Lance Bakrow (m)                                                  VP
M. Stephen Harkness (a)                                           VP, COO, CFO
R. Foster Duncan (a)                                              EVP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Rodney W. Husk (f)                                                VP
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP
Barry E. Pulskamp (f)                                             VP
John J. Roebel (a)                                                VP
Bruce Sukaly (v)                                                  VP
Joseph W. Toussaint (f)                                           VP
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Cinergy Canada, Inc.

Michael J. Cyrus (a)                                              D, P
Clifford D. Johnson (iii)                                         D
Randall F. Bevis (v)                                              VP, gc, as
John S. Daly (v)                                                  VP
R. Foster Duncan (a)                                              VP
Douglas F. Esamann (d)                                            VP, CFO
L.D. Hollingsworth (v)                                            VP
Timothy J. McCabe (f)                                             EVP
Robert C. McCarthy (f)                                            VP, CRO
Douglas N. Schantz (v)                                            VP
Bruce A. Sukaly (v)                                               VP
Joseph W. Toussaint (f)                                           EVP
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S
Wendy L. Aumiller (a)                                             AT

Cinergy Limited Holdings, LLC

Michael J. Cyrus (a)                                              P, MM
R. Foster Duncan (a)                                              EVP
Joseph W. Toussaint (f)                                           EVP
Bruce A. Sukaly (v)                                               SVP
John S. Daly (v)                                                  VP
Douglas N. Schantz (v)                                            VP
M. Stephen Harkness (a)                                           VP, CFO
Randall F. Bevis (v)                                              VP, GC, AS
L. D. Hollingsworth (v)                                           VP
Robert C. McCarthy (f)                                            VP, CRO
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Douglas C. Taylor (f)                                             VP
Wendy L. Aumiller (a)                                             ACT
Julia S. Janson (a)                                               AS

Cinergy General Holdings, LLC

Michael J. Cyrus (a)                                              P, MM
R. Foster Duncan (a)                                              EVP
Joseph W. Toussaint (f)                                           EVP
Bruce A. Sukaly (v)                                               SVP
John S. Daly (v)                                                  VP
Douglas N. Schantz (v)                                            VP
M. Stephen Harkness (a)                                           VP, CFO
Randall F. Bevis (v)                                              VP, GC, AS
L. D. Hollingsworth (v)                                           VP
Robert C. McCarthy (f)                                            VP, CRO
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Douglas C. Taylor (f)                                             VP
Wendy L. Aumiller (a)                                             ACT
Julia S. Janson (a)                                               AS

Marketing & Trading

Michael J. Cyrus (a)                                              P, MM
R. Foster Duncan (a)                                              EVP
Joseph W. Toussaint (f)                                           EVP
Bruce A. Sukaly (v)                                               SVP
John S. Daly (v)                                                  VP
Douglas N. Schantz (v)                                            VP
M. Stephen Harkness (a)                                           VP, CFO
Randall F. Bevis (v)                                              VP, GC, AS
L. D. Hollingsworth (v)                                           VP
Robert C. McCarthy (f)                                            VP, CRO
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Douglas C. Taylor (f)                                             VP
Wendy L. Aumiller (a)                                             ACT
Julia S. Janson (a)                                               AS

Cinergy Propane, LLC

Michael J. Cyrus (a)                                              P, MM
R. Foster Duncan (a)                                              EVP, CFO
Timothy J. McCabe (f)                                             EVP
Joseph W. Toussaint (f)                                           EVP
Randall F. Bevis (v)                                              VP, GC, AS
John S. Daly (v)                                                  VP
L. D. Hollingsworth (v)                                           VP
Robert C. McCarthy (f)                                            VP, CRO
Bernard F. Roberts (a)                                            VP, C
Douglas N. Schantz (v)                                            VP
Bruce A. Sukaly (v)                                               VP
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Cinergy Retail Power Limited, Inc.

Michael J. Cyrus (a)                                              P
R. Foster Duncan (a)                                              EVP
Joseph W. Toussaint (f)                                           VP
Douglas N. Schantz (v)                                            VP
Bruce A. Sukaly (v)                                               VP
M. Stephen Harkness (a)                                           VP, COO, CFO
Robert C. McCarthy (f)                                            VP, CRO
Douglas C. Taylor (f)                                             VP
Jerome A. Vennemann (a)                                           VP, S
Bernard F. Roberts (a)                                            VP, C
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS
Wendy L. Aumiller (a)                                             ACT

Cinergy Retail Power General, Inc.

Michael J. Cyrus (a)                                              P
R. Foster Duncan (a)                                              EVP
Joseph W. Toussaint (f)                                           VP
Douglas N. Schantz (v)                                            VP
Bruce A. Sukaly (v)                                               VP
M. Stephen Harkness (a)                                           VP, COO, CFO
Robert C. McCarthy (f)                                            VP, CRO
Douglas C. Taylor (f)                                             VP
Jerome A. Vennemann (a)                                           VP, S
Bernard F. Roberts (a)                                            VP, C
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS
Wendy L. Aumiller (a)                                             ACT

Cinergy Retail Power, L.P.

Cinergy  Retail Power,  L.P.  management  is controlled by Cinergy  Retail Power
General, Inc. Refer to Cinergy Retail Power General, Inc. for a list of officers
and directors.

ENCOAL OPCO, LLC

Michael J. Cyrus (a)                                              P, SM
Barry E. Pulskamp (f)                                             VP
R. Foster Duncan (a)                                              VP
Douglas F. Esamann (d)                                            VP
Paul E. King (f)                                                  VP
Arturo Vivar (v)                                                  VP
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S
Wendy L. Aumiller (a)                                             AT
Julia S. Janson (a)                                               AS

Cinergy Transportation, LLC

Michael J. Cyrus (a)                                              P, MM
Randal F. Bevis (v)                                               VP
M. Stephen Harkness (a)                                           VP, COO, CFO
Timothy J. McCabe (f)                                             VP
R. Foster Duncan (a)                                              EVP
Robert C. McCarthy (f)                                            VP
Joseph W. Toussaint (f)                                           VP
Rodney W. Husk (f)                                                VP
Paul E. King (f)                                                  VP
Barry E. Pulskamp (f)                                             VP
John J. Roebel (a)                                                VP
Bruce Sukaly (v)                                                  VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

SYNCAP II, LLC

Michael J. Cyrus (a)                                              P, MM
Douglas F. Esamann (d)                                            VP
Paul E. King (f)                                                  VP
J. Thomas Mason (f)                                               VP
Daniel L. Rimstidt (f)                                            VP
Arturo Vivar (v)                                                  VP
Charles J. Winger (a)                                             VP
Bernard F. Roberts (a)                                            C
Wendy L. Aumiller (a)                                             AT
Jerome A. Vennemann (a)                                           S
Douglas C. Taylor (f)                                             AS

Cinergy Telecommunications Holding Company, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
Donald B. Ingle, Jr. (a)                                          D, P
Stephen P. Biggerstaff (b)                                        VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Q-Comm Corporation

Albert E. Cinelli (ppp)                                           D, CB
John P. Cinelli (qqq)                                             D, P
John C. Greenbank (qqq)                                           D, EVP
Cole Hawks (ppp)                                                  S
Donald B. Ingle, Jr. (a)                                          D
Rob Lutz (a)                                                      D
Lohn Weber (ppp)                                                  VP, CFO, T
Allen Walbert III (ppp)                                           VP

Lattice Communications, LLC

R. Dean Meiszer (vvv)                                             D, CEO
Stephen E. Kaufmann (vvv)                                         CFO, AS
Mark C. Bissinger (www)                                           S
Benjamin Diebach (vvv)                                            D
Felicia A. Ferguson (a)                                           D
Donald B. Ingle, Jr. (a)                                          D
David Brown (vvv)                                                 D

Cinergy Engineering, Inc.

Jackson H. Randolph (a)                                           D
James E. Rogers (a)                                               D
Scott A. Haag (f)                                                 D
Barry E. Pulskamp (f)                                             D
John J. Roebel (a)                                                D
Donald B. Ingle, Jr. (a)                                          P
Charles J. Winger (a)                                             VP
Felicia A. Ferguson (a)                                           VP
Bernard F. Roberts (a)                                            C
Wendy L. Aumiller (a)                                             AT
Douglas C. Taylor (f)                                             AS
Jerome A. Vennemann (a)                                           S

Cinergy-Centrus, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
Donald B. Ingle, Jr. (a)                                          D, P
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Cinergy-Centrus Communications, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
Donald B. Ingle, Jr. (a)                                          D, P
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Solutions Holding

James E. Rogers (a)                                               D
Michael J. Cyrus (a)                                              D, P
R. Foster Duncan (a)                                              D, EVP
M. Stephen Harkness (a)                                           vp, COO, CFO
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, C
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

1388368 Ontario Inc.

David M. Armstrong                                                D
Donald B. Ingle, Jr.                                              D
Leland D. Smith III (a)                                           P, CEO
Jerome A. Vennemann (a)                                           S
Wendy L. Aumiller (a)                                             ACT

3036243 Nova Scotia Company

Donald B. Ingle, Jr. (a)                                          D, P
Jerome A. Vennemann (a)                                           D, S
Wendy L. Aumiller (a)                                             ACT
Leland D. Smith III (a)                                           D

Cinergy Solutions Limited Partnership

Cinergy  Solutions  Limited  Partnership  management  is  controlled  by 1388368
Ontario Inc. Refer to 1388368 Ontario Inc. for a list of officers and directors.

Vestar, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, VP
Donald B. Ingle, Jr. (a)                                          D, CEO
Leland D. Smith (a)                                               P
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Anna M. Allen (a)                                                 CFO
Wendy L. Aumiller (a)                                             ACT
Julia S. Janson (a)                                               AS

Vestar Limited

David M. Armstrong (a)                                            D
Donald B. Ingle, Jr. (a)                                          D
Leland D. Smith (a)                                               P, CEO
R. Foster Duncan (a)                                              VP
Jerome A. Vennemann (a)                                           S
Anna M. Allen (a)                                                 CFO
Wendy L. Aumiller (a)                                             ACT

Keen Rose Technology Group Limited

David M. Armstrong (a)                                            D
Donald B. Ingle, Jr. (a)                                          D
Leland D. Smith (a)                                               P, CEO
R. Foster Duncan (a)                                              VP
Jerome A. Vennemann (a)                                           S
Anna M. Allen (a)                                                 CFO
Wendy L. Aumiller (a)                                             ACT

Optimira Controls, Inc.

Jeffrey Volkers (a)                                               D, P
David M. Armstrong (a)                                            D
Donald B. Ingle, Jr. (a)                                          D
Leland D. Smith (a)                                               CEO
R. Foster Duncan (a)                                              VP
Jerome A. Vennemann (a)                                           S
Anna M. Allen (a)                                                 CFO
Wendy L. Aumiller (a)                                             ACT

Cinergy EPCOM

Michael J. Cyrus (a)                                              P, SM
R. Foster Duncan (a)                                              EVP
M. Stephen Harkness (a)                                           VP, COO, CFO
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Ronald J. Brothers (b)                                            AS
Julia S. Janson (a)                                               AS

Cinergy EPCOM College Park, LLC

Michael J. Cyrus (a)                                              P, SM
R. Foster Duncan (a)                                              EVP
Douglas F. Esamann (a)                                            VP
M. Stephen Harkness (a)                                           VP
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S
Wendy L. Aumiller (a)                                             AT
Ronald J. Brothers (b)                                            AS
Julia S. Janson (a)                                               AS

Solutions

James E. Rogers (a)                                               D
Michael J. Cyrus (a)                                              D, CEO
R. Foster Duncan (a)                                              D, EVP
M. Stephen Harkness (a)                                           P, COO
J. Daniel Mahan (b)                                               VP
Charles M. O'Donnell (a)                                          VP
Donna L. Robichaud (a)                                            VP
Allan S. Sears (a)                                                VP
Jeremiah J. Sullivan (b)                                          VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS
Ronald J. Brothers (b)                                            AS

BSPE Holdings, LLC

M. Stephen Harkness (a)                                           AR
G. Roger Daniel (a)                                               AR
David A. Powell (jjjj)                                            AR
Kevin Casey (s)                                                   AR

BSPE Limited, LLC

M. Stephen Harkness (a)                                           AR
G. Roger Daniel (a)                                               AR
David A. Powell (jjjj)                                            AR
Kevin Casey (s)                                                   AR

BSPE General, LLC

M. Stephen Harkness (a)                                           AR
G. Roger Daniel (a)                                               AR
David A. Powell (jjjj)                                            AR
Kevin Casey (s)                                                   AR

BSPE, L.P.

M. Stephen Harkness (a)                                           AR
G. Roger Daniel (a)                                               AR
David A. Powell (jjjj)                                            AR
Kevin Casey (s)                                                   AR

Cinergy Energy Solutions, Inc.

James E. Rogers (a)                                               D
Michael J. Cyrus (a)                                              D, CEO
R. Foster Duncan (a)                                              D, EVP
M. Stephen Harkness (a)                                           P, COO
J. Daniel Mahan (b)                                               VP
Charles M. O'Donnell (a)                                          VP
Donna L. Robichaud (a)                                            VP
Allan S. Sears (a)                                                VP
Jeremiah J. Sullivan (b)                                          VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Ronald J. Brothers (b)                                            AS
Julia J. Janson (a)                                               AS

U.S. Energy Biogas Corporation

Goran Mornhed (hhhh)                                              D, CEO
M. Stephen Harkness (a)                                           D
Robert Benson (hhhh)                                              D, T
Henry Schneider (hhhh)                                            D
Barbara Farr (hhhh)                                               D, S
Michael J. Carolan (hhhh)                                         P
Richard J. Augustine (hhhh)                                       VP
Kimberly Stomper (hhhh)                                           CFO
Donna M. Ryder (hhhh)                                             AT
Mary Lou Kachnowski (hhhh)                                        AS

Cinergy GASCO Solutions, LLC

Michael J. Cyrus (a)                                              CEO, SM
M. Stephen Harkness (a)                                           P, COO
R. Foster Duncan (a)                                              EVP, CFO
J. Daniel Mahan (b)                                               VP
Charles M. O'Donnell (a)                                          VP
Donna L. Robichaud (a)                                            VP
Allan S. Sears (a)                                                VP
Jeremiah J. Sullivan (b)                                          VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Ronald J. Brothers (b)                                            AS
Julia S. Janson (a)                                               AS

Countryside Landfill Gasco., L.L.C.

Countryside  Landfill Gasco.,  L.L.C. is manager-managed and has no officers and
directors.

Morris Gasco, L.L.C.

Morris Gasco, L.L.C. is manager-managed and has no officers and directors.

Brown County Landfill Gas Associates, L.P.

Brown  County  Landfill  Gas  Associates,  L.P.  is  manager-managed  and has no
officers and directors.

Cinergy Solutions of Boca Raton, LLC

Michael J. Cyrus (a)                                              CEO, SM
M. Stephen Harkness (a)                                           P, COO
R. Foster Duncan (a)                                              EVP, CFO
Bernard F. Roberts (a)                                            VP, C
Jeremiah J. Sullivan (b)                                          VP
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Cinergy Solutions of Philadelphia, LLC

Michael J. Cyrus (a)                                              CEO, SM
M. Stephen Harkness (a)                                           P, COO
R. Foster Duncan (a)                                              EVP, CFO
Bernard F. Roberts (a)                                            VP, C
Jeremiah J. Sullivan (b)                                          VP
Raymond J. McCaffrey (o)                                          VP
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Cinergy Solutions Partners, LLC

James E. Rogers (a)                                               D
Michael J. Cyrus (a)                                              D, CEO
R. Foster Duncan (a)                                              D, EVP
M. Stephen Harkness (a)                                           P, COO
J. Daniel Mahan (b)                                               VP
Charles M. O'Donnell (a)                                          VP
Donna L. Robichaud (a)                                            VP
Allan S. Sears (a)                                                VP
Jeremiah J. Sullivan (b)                                          VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS
Ronald J. Brothers (b)                                            AS

CST Limited, LLC

Michael J. Cyrus (a)                                              CEO, SM
M. Stephen Harkness (a)                                           P, COO
R. Foster Duncan (a)                                              EVP, CFO
G. Roger Daniel (a)                                               VP
Bernard F. Roberts (a)                                            VP, C
Jeremiah J. Sullivan (b)                                          VP
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CST General, LLC

Michael J. Cyrus (a)                                              CEO, SM
M. Stephen Harkness (a)                                           P, COO
R. Foster Duncan (a)                                              EVP, CFO
G. Roger Daniel (a)                                               VP
Bernard F. Roberts (a)                                            VP, C
Jeremiah J. Sullivan (b)                                          VP
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CST Green Power, L.P.

M. Stephen Harkness (a)                                           AR
G. Roger Daniel (a)                                               AR
David A. Powell (v)                                               AR
Kevin Casey (v)                                                   AR

Green Power Holdings, LLC

M. Stephen Harkness (a)                                           AR
G. Roger Daniel (a)                                               AR
David A. Powell (v)                                               AR
Kevin Casey (v)                                                   AR

Green Power G.P., LLC

M. Stephen Harkness (a)                                           AR
G. Roger Daniel (a)                                               AR
David A. Powell (v)                                               AR
Kevin Casey (v)                                                   AR

Green Power Limited, LLC

M. Stephen Harkness (a)                                           AR
G. Roger Daniel (a)                                               AR
David A. Powell (v)                                               AR
Kevin Casey (v)                                                   AR

South Houston Green Power, L.P.

M. Stephen Harkness (a)                                           AR
G. Roger Daniel (a)                                               AR
David A. Powell (v)                                               AR
Kevin Casey (v)                                                   AR

CSGP of Southeast Texas, LLC

Michael J. Cyrus (a)                                              CEO, SM
Barry E. Pulskamp (f)                                             P
R. Foster Duncan (a)                                              EVP
M. Stephen Harkness (a)                                           VP, COO, CFO
David A. LeDonne (s)                                              VP
Bernard F. Roberts (a)                                            VP, C
Jeremiah J. Sullivan (b)                                          VP
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CSGP Limited, LLC

M. Stephen Harkness (a)                                           VP, MM
Barry E. Pulskamp (f)                                             P
David A. LeDonne (s)                                              VP
Jeremiah J. Sullivan (b)                                          VP
Jerome A. Vennemann (a)                                           S
Wendy L. Aumiller (a)                                             ACT
Julia S. Janson (a)                                               AS

CSGP General, LLC

Michael J. Cyrus (a)                                              CEO, SM
Barry E. Pulskamp (f)                                             P
R. Foster Duncan (a)                                              EVP
M. Stephen Harkness (a)                                           VP, COO, CFO
David A. LeDonne (s)                                              VP
Bernard F. Roberts (a)                                            VP, C
Jeremiah J. Sullivan (b)                                          VP
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

CSGP Services, L.P.

Michael J. Cyrus (a)                                              CEO, SM
Barry E. Pulskamp (f)                                             P
R. Foster Duncan (a)                                              EVP
M. Stephen Harkness (a)                                           VP, COO, CFO
David A. LeDonne (s)                                              VP
Bernard F. Roberts (a)                                            VP, C
Jeremiah J. Sullivan (b)                                          VP
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Lansing Grand River Utilities, LLC

M. Stephen Harkness (a)                                           P, COO, SM
Michael J. Cyrus (a)                                              CEO
R. Foster Duncan (a)                                              EVP, CFOo
Bernard F. Roberts (a)                                            VP, C
Jeremiah J. Sullivan (b)                                          VP
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Oklahoma Arcadian Utilities, LLC

M. Stephen Harkness (a)                                           CM, P
John T. Lucey, Jr. (aaa)                                          VCM, VP
Charles M. O'Donnell (a)                                          BM, VP
Dennis A. Faust (aaa)                                             BM
Chibby Alloway (aaa)                                              BM
Wilfrid Petrie (ccc)                                              BM
Jerome A. Vennemann (a)                                           S
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Wendy L. Aumiller (a)                                             ACT

Shreveport Red River Utilities, LLC

M. Stephen Harkness (a)                                           BM, P
John T. Lucey, Jr. (aaa)                                          BM, VP
Charles M. O'Donnell (a)                                          BM, VP
Dennis A. Faust (aaa)                                             BM
Robert W. Dohoney (aaa)                                           BM
Wilfrid Petrie (ccc)                                              BM
Jerome A. Vennemann (a)                                           S
Julia S. Janson (a)                                               AS
Vincent J. Farago (ccc)                                           AS
Wendy L. Aumiller (a)                                             ACT

Cinergy Solutions of Tuscola, Inc.

James E. Rogers (a)                                               D
Donald B. Ingle, Jr. (a)                                          D
Charles J. Winger (a)                                             D
Michael J. Cyrus (a)                                              P
R. Foster Duncan (a)                                              EVP
M. Stephen Harkness (a)                                           VP, COO, CFO
Paul E. King (f)                                                  VP
Bernard F. Roberts (a)                                            VP, C
Wendy L. Aumiller (a)                                             ACT
Jerome A. Vennemann (a)                                           VP, S
Julia S. Janson (a)                                               AS
Kimberly S. Carlson (a)                                           AC

Delta Township Utilities, LLC

Steven G. Smith (ccc)                                             CM, EVP, COO
M. Stephen Harkness (a)                                           VCM, P, CEO
James E. Rogers (a)                                               BM
Michael J. Cyrus (a)                                              BM
Richard E. Kessel (ccc)                                           BM
Wilfrid Petrie (ccc)                                              BM
Charles M. O'Donnell (a)                                          VP
Wendy L. Aumiller (a)                                             AT
Stephen T. Ward (ccc)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S

Energy Equipment Leasing LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Vincent J. Farago (ccc)                                           AS
Wendy L. Aumiller (a)                                             AT
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of Ashtabula LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Kevin L. Hooker (a)                                               VP
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of Baltimore LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Charles L. Abbott (bbb)                                           VP
Donald R. Snider (f)                                              VP
Thomas Buchanan (bbb)                                             VP
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T
Michelle Adams (bbb)                                              AT
Bruce McCormick (bbb)                                             AT

Trigen-Cinergy Solutions of Boca Raton, LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Kurt Vatsvog (a)                                                  VP
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of Cincinnati LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Kevin A. Bright (a)                                               VP
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of College Park, LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Charles L. Abbott (bbb)                                           VP
Thomas Buchanan (bbb)                                             VP
Donald R. Snider (f)                                              VP
Bruce McCormick (bbb)                                             AT
Michelle Adams (bbb)                                              AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of Lansing LLC

Wilfrid Petrie (ccc)                                              BM, EVP, COO
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Richard E. Kessel (ccc)                                           CM
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Donald K. Morgan (r)                                              VP
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen/Cinergy – USFOS of Lansing LLC

M. Stephen Harkness (a)                                           CM, CEO
John T. Lucey, Jr. (aaa)                                          VCM, COO
Charles M. O'Donnell (a)                                          BM, S
Dennis Faust (aaa)                                                BM
John Wood (aaa)                                                   BM

Trigen-Cinergy Solutions of Orlando LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, ceo
Craig M. Conner (a)                                               VP
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of Owings Mills LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Charles Abbott (bbb)                                              VP
Thomas Buchanan (bbb)                                             VP
Donald R. Snider (f)                                              VP
Bruce McCormick (bbb)                                             AT
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of Owings Mills Energy Equipment Leasing, LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Charles Abbott (bbb)                                              VP
Thomas Buchanan (bbb)                                             VP
Donald R. Snider (f)                                              VP
Bruce McCormick (bbb)                                             AT
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of Rochester LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of Silver Grove LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Kevin A. Bright (a)                                               VP
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of San Diego LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of the Southeast LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Trigen-Cinergy Solutions of St. Paul LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Donald K. Morgan (r)                                              VP
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Environmental Wood Supply, LLC

John D. Taylor (iiii)                                             BG
M. Stephen Harkness (a)                                           BG
Market Street Energy Company, LLC (iiii)                          ME
Trigen-Cinergy Solutions of St. Paul LLC (a)                      ME

St. Paul Cogeneration LLC

John D. Taylor (iiii)                                             BG
M. Stephen Harkness (a)                                           BG
Market Street Energy Company, LLC (iiii)                          ME
Trigen-Cinergy Solutions of St. Paul LLC (a)                      ME

Trigen-Cinergy Solutions of Tuscola, LLC

Richard E. Kessel (ccc)                                           CM
James E. Rogers (a)                                               VCM
Michael J. Cyrus (a)                                              BM
R. Foster Duncan (a)                                              BM
Wilfrid Petrie (ccc)                                              BM, EVP, COO
Steven G. Smith (ccc)                                             BM
M. Stephen Harkness (a)                                           P, CEO
Scott A. Abramson (t)                                             VP
Wendy L. Aumiller (a)                                             AT
Vincent J. Farago (ccc)                                           AS
Julia S. Janson (a)                                               AS
Jerome A. Vennemann (a)                                           S
Stephen T. Ward (ccc)                                             T

Cinergy Supply Network, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
Donald B. Ingle, Jr. (a)                                          D, p
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Reliant

Carl Chapman (xxx)                                                VCM
Felicia A. Ferguson (a)                                           CM
Stephen P. Biggerstaff (b)                                        BM
Jim L. Stanley (a)                                                BM
Timothy Hewitt (yyy)                                              BM
Jerome A. Benkert (xxx)                                           BM
Dale Miller (zzz)                                                 P
Douglas S. Banning, Jr. (zzz)                                     VP, CFO
Jerome A. Vennemann (a)                                           S
Julia S. Janson (a)                                               AS
James Finan (yyy)                                                 VP

MP Acquisitions Corp., Inc.

Dale Miller (zzz)                                                 D, P
Douglas S. Banning, Jr. (zzz)                                     D, VP, T, S

Miller Pipeline

Dale Miller (zzz)                                                 D, CEO
Douglas S. Banning, Jr. (zzz)                                     D, EVP, CFO, S
David D. Watters (zzz)                                            P, COO
Kevin G. Miller (zzz)                                             SVP
Mark R. Wallborn (zzz)                                            SVP

Technology

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
Donald B. Ingle, Jr. (a)                                          D, P
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Global Resources

James E. Rogers (a)                                               D, CEO
John Bryant (x)                                                   D, P
R. Foster Duncan (a)                                              D, EVP, CFO
David L. Wozny (a)                                                D, VP
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Hugh C. Hamilton (x)                                              AS
Vladimir Prerad (a)                                               VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S

Cinergy UK, Inc.

James E. Rogers (a)                                               D, CEO
John Bryant (x)                                                   D, P
R. Foster Duncan (a)                                              D, EVP, CFO
David L. Wozny (a)                                                VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S
Wendy L. Aumiller (a)                                             ACT
Hugh C. Hamilton (x)                                              AS
Kimberly S. Carlson (a)                                           AC

Global Power

James E. Rogers (a)                                               D, CEO
John Bryant (x)                                                   D, P
R. Foster Duncan (a)                                              D, EVP, CFO
David L. Wozny (a)                                                D, VP
W. A. John Poulton (hh)                                           VP
Vladimir Prerad (a)                                               VP
Bernard F. Roberts (a)                                            VP, C
Edward M. Timmins (x)                                             VP
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Hugh C. Hamilton (x)                                              AS
Kimberly S. Carlson (a)                                           AC

CGP Global Greece Holdings, SA

Gerassimos Petros Antonios Michael Contomichalos (x)              D
Derek J. Spencer (oo)                                             D
David L. Wozny (a)                                                D

Attiki Denmark ApS

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
Charles J. Winger (a)                                             D
Poul Lund Christensen (hh)                                        D
Lars Erik Clausen (hh)                                            D
Michael Jorgensen (hh)                                            D
Erik Klingert (hh)                                                D

Attiki Gas Supply Company SA

Christos Fyrogenis (eee)                                          CB
John Bryant (x)                                                   D
Gerassimos Petros Antonios Michael Contomichalos (x)              D
Eleni Vassiliadou (lll)                                           D
Aristidis Vakirlis (eee)                                          D
Theodoros Terzopoulos (eee)                                       D
Georgios Mastorakos (eee)                                         D

Cinergy Global Chandler Holding, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
John Bryant (x)                                                   D, P
Gillian Howard (x)                                                VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
David L. Wozny (a)                                                VP
Wendy L. Aumiller (a)                                             ACT
Hugh C. Hamilton (x)                                              AS
Kimberly S. Carlson (a)                                           AC

Cinergy Global Chandler I, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
John Bryant (x)                                                   D, P
Gillian Howard (x)                                                VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
David L. Wozny (a)                                                VP
Wendy L. Aumiller (a)                                             ACT
Hugh C. Hamilton (x)                                              AS
Kimberly S. Carlson (a)                                           AC

Chandler Wind Partners, LLC

Cinergy Global Chandler I, Inc. (a)                               MM
David L. Wozny (a)                                                M
Gillian Howard (x)                                                M
Bradley C. Arnett (a)                                             M

Cinergy Global Ely, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
John Bryant (x)                                                   D, P
David L. Wozny (a)                                                D, VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Hugh C. Hamilton (x)                                              AS
Kimberly S. Carlson (a)                                           AC

EPR Ely Power Limited

Philip J. Taylor (x)                                              D
Albert M. Harrison (x)                                            D
Malcolm D. Chilton (tt)                                           D
David J. Williams (tt)                                            D, S
David A. McDonald (tt)                                            D
Philippa H. Broughton (x)                                         AD
David A. Mason (x)                                                AD

EPR Ely Limited

Malcolm D. Chilton (tt)                                           D
Philip J. Taylor (x)                                              D
Albert M. Harrison (x)                                            D
David J. Williams (tt)                                            D, S
David A. McDonald (tt)                                            D
Philippa H. Broughton (x)                                         AD
David A. Mason (x)                                                AD

Ely Power Limited

Philip J. Taylor (x)                                              D
Albert M. Harrison (x)                                            D
David J. Williams (tt)                                            D, S
Malcolm D. Chilton (tt)                                           D
David A. McDonald (tt)                                            D
Philippa H. Broughton (x)                                         AD
David A. Mason (x)                                                AD

Anglian Straw Limited

Philip J. Taylor (x)                                              D
Albert M. Harrison (x)                                            D
David J. Williams (tt)                                            D, S
Malcolm D. Chilton (tt)                                           D
David A. McDonald (tt)                                            D
Philippa H. Broughton (x)                                         AD
David A. Mason (x)                                                AD

Anglian Ash Limited

Philip J. Taylor (x)                                              D
Albert M. Harrison (x)                                            D
David J. Williams (tt)                                            D
Malcolm D. Chilton (tt)                                           D
David A. McDonald (x)                                             D
John Hewson (tt)                                                  D
David A. Mason (x)                                                AD
Philippa H. Broughton (x)                                         AD
Charles McInnes (tt)                                              S

eVent Resources Overseas I, LLC

James E. Rogers (a)                                               P, CEO, MM
R. Foster Duncan (a)                                              VP, CFO
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S

Cinergy Global Foote Creek, Inc.

James E. Rogers (a)                                               D
John Bryant (x)                                                   D, P
R. Foster Duncan (a)                                              D, EVP, CFO
Bernard F. Roberts (a)                                            VP, c
David L. Wozny (a)                                                VP
Jerome A. Vennemann (a)                                           VP, S
Hugh C. Hamilton (x)                                              AS
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC

Foote Creek III, LLC

Cinergy Global Foote Creek, Inc. (a)                              MM
Joanne L. Siddell (yyy)                                           M
Jeffrey D. Finan (yyy)                                            M

Cinergy Global Foote Creek II, Inc.

James E. Rogers (a)                                               D
John Bryant (x)                                                   D, P
R. Foster Duncan (a)                                              D, EVP, CFO
Wendy L. Aumiller (a)                                             ACT
Hugh C. Hamilton (x)                                              AS
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
David L. Wozny (a)                                                VP
Kimberly S. Carlson (a)                                           AC

Foote Creek II, LLC

Cinergy Global Foote Creek II, Inc. (a)                           MM
Joanne L. Siddell (yyy)                                           M
Jeffrey D. Finan (yyy)                                            M

Cinergy Global Foote Creek IV, Inc.

James E. Rogers (a)                                               D
John Bryant (x)                                                   D, P
R. Foster Duncan (a)                                              D, EVP, CFO
Bernard F. Roberts (a)                                            VP, C
Jerome A.Vennemann (a)                                            VP, S
David L. Wozny (a)                                                VP
Wendy L. Aumiller (a)                                             ACT
Hugh C. Hamilton (x)                                              AS
Kimberly S. Carlson (a)                                           AC

Foote Creek IV, LLC

Cinergy Global Foote Creek IV, Inc. (a)                           MM
Joanne L. Siddell (yyy)                                           M
Jeffrey D. Finan (yyy)                                            M
David L. Wozny (a)                                                M
Bradley C. Arnett (a)                                             M

Cinergy Global Peetz Table I, Inc.

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
John Bryant (x)                                                   D, P
Gillian Howard (x)                                                VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
David L. Wozny (a)                                                VP
Wendy L. Aumiller (a)                                             ACT
Hugh C. Hamilton (x)                                              AS
Kimberly S. Carlson (a)                                           AC

Ridge Crest Wind Partners, LLC

Cinergy Global Peetz Table I, Inc. (a)                            MM
Bradley C. Arnett (a)                                             M
Gillian Howard (x)                                                M
David L. Wozny (a)                                                M

Cinergy Global Power Services Limited

John Bryant (x)                                                   D
Hugh C. Hamilton (x)                                              D, S
Philip J. Taylor (x)                                              D

Cinergy Global Power Limited

Hugh C. Hamilton (x)                                              D, S
Christopher P. Vanezis (x)                                        D

MPI International Limited

Hugh C. Hamilton (x)                                              D, S
Christopher P. Vanezis (x)                                        D

Cinergy Global Power (UK) Limited

Hugh C. Hamilton (x)                                              D, S
John Bryant (x)                                                   D
James E. Rogers (a)                                               D
David L. Wozny (a)                                                D
Philip J. Taylor (x)                                              D

Cinergy Global Trading Limited

John Bryant (x)                                                   D
Peter F. Webster (x)                                              D
Gerassimos Petros Antonios Michael Contomichalos (x)              D
Hugh C. Hamilton (x)                                              D, S

Commercial Electricity Supplies Limited

Edwyn C. Cumberland (x)                                           D
John Bryant (x)                                                   D
Peter F. Webster (x)                                              D
Julia Lees (x)                                                    D
Hugh C. Hamilton (x)                                              S

Cinergy Renewable Trading Limited

John Bryant (x)                                                   D
Christopher P. Vanezis (x)                                        D
Hugh C. Hamilton (x)                                              D, S
Martin Alder (x)                                                  D
Peter F. Webster (x)                                              D

UK Electric Power Limited

John Bryant (x)                                                   D
Peter F. Webster (x)                                              D
Julia Lees (x)                                                    D
Edwyn C. Cumberland (x)                                           D
Hugh C. Hamilton (x)                                              S

Cinergy Global Power 2 Limited

Christopher P. Vanezis (x)                                        D
Hugh C. Hamilton (x)                                              D, S

Cinergy Global San Gorgonio, Inc.

James E. Rogers (a)                                               D
John Bryant (x)                                                   D, P
R. Foster Duncan (a)                                              D, EVP, CFO
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
David L. Wozny (a)                                                VP
Wendy L. Aumiller (a)                                             ACT
Hugh C. Hamilton (x)                                              AS
Kimberly S. Carlson (a)                                           AC

San Gorgonio Westwinds II, LLC

Gillian Howard (x)                                                M
Larry Carpenter (x)                                               M
Philip J. Taylor (x)                                              AM

Global Holdings

James E. Rogers (a)                                               D
John Bryant (x)                                                   D, P
R. Foster Duncan (a)                                              D, EVP, CFO
David L. Wozny (a)                                                D, Vp
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Hugh C. Hamilton (x)                                              AS
Kimberly S. Carlson (a)                                           AC

Holdings B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
Paul van Baarle (ii)                                              D
Robertus Hendrikus Lukas de Groot (ii)                            D
Natasa Buzalko (ii)                                               D

Cinergy Zambia B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
Paul van Baarle (ii)                                              D
Robertus Hendrikus Lukas de Groot (ii)                            D
Natasa Buzalko (ii)                                               D

Copperbelt

Christopher Balm (dd)                                             D
Robert W. Cooke (x)                                               D
David Langworth (dd)                                              D
Gary G. Loop (jjj)                                                D
John Lowen (dd)                                                   D
Josephine Mapoma (dd)                                             D
Charles Milupi (dd)                                               D
John Patterson (dd)                                               D
Douglas J. Schulte (a)                                            D
Zik Zekko (dd)                                                    D
Philippa H. Broughton (x)                                         AD
Kevin J. Chapman (ff)                                             AD
Robert Hull (dd)                                                  AD
John K. Kaite (dd)                                                AD
William S. Musama (dd)                                            AD
Wilfrid Serenje (dd)                                              AD
Hanson Sindowe (dd)                                               AD
Philip J. Taylor (x)                                              AD
Julia Christine Zula Chaila (dd)                                  S

Cinergy Turbines B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
Paul van Baarle (ii)                                              D
Robertus Hendrikus Lukas de Groot (ii)                            D
Natasa Buzalko (ii)                                               D

EOS I

Francisco Rausell Solari (oo)                                     D
Derek J. Spencer (oo)                                             D
Akira Amano (nn)                                                  D
Shigehito Nakamura (nn)                                           D
Albert M. Harrison (x)                                            D
Yoshimichi Matsuura (nn)                                          S

EOS II

Francisco Rausell Solari (nn)                                     D
Derek J. Spencer (x)                                              D
Albert M. Harrison (x)                                            D
Akira Amano (nn)                                                  D
Shigehito Nakamura (nn)                                           D
Yoshimichi Matsuura (nn)                                          S

Hydro B.V

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
Paul van Baarle (ii)                                              D
Robertus Hendrikus Lukas de Groot (ii)                            D
Natasa Buzalko (ii)                                               D

Cinergy Renovables Ibericas, S.A.

John Bryant (x)                                                   D
Derek J. Spencer (oo)                                             D
David L. Wozny (a)                                                D
Francisco Rausell Solari (nn)                                     D
Philip J. Taylor (x)                                              D
Maria del Carmen Garcia Arguelles (oo)                            D
Cesar Rodriguez Gonzalez (oo)                                     S

Age Inversiones

Juan Gumma Maragall (pp)                                          D
Derek J. Spencer (oo)                                             D
Francisco Rausell Solari (oo)                                     D
Corporacio Age, S.L. (pp)                                         D
Maria del Carmen Garcia Arguelles (oo)                            D
Francisco Boada Palleres (pp)                                     P
Ricardo Puis Balleste (pp)                                        S

Valoritzacions Agroramaderes les Garrigues, S.L.

Eduard Cau Barrufet (pp)                                          D, P
Maria del Carmen Garcia Arguelles (oo)                            D
Ignacio Mataix Entero (pp)                                        D
Juan Gumma Maragall (pp)                                          D
Santiago Ugaldea Jauregui (pp)                                    D
Jeronimo Angulo Aramburu (qq)                                     D
Jaime Beleta Supervia (qq)                                        D
Sergi Sugranyes Palet (pp)                                        S

Cinergy Global Power Iberia, S.A.

John Bryant (x)                                                   D
Derek J. Spencer (oo)                                             D
Francisco Rausell Solari (oo)                                     D, S

Escambeo, S.L.

Fernando Molina Martinez (mmm)                                    D, P
Fernando Molina Rodriguez (mmm)                                   D
Derek J. Spencer (oo)                                             D
Maria del Carmen Garcia Arguelles (oo)                            D, S

Cinergy Renovables Aragon, S.L.

Derek J. Spencer (oo)                                             D, P
Maria del Carmen Garcia Arguelles (oo)                            D
Francisco Rausell Solari (oo)                                     D
Cesar Rodriguez Gonzalez (oo)                                     S

San Juan de Bargas Eolica, S.L.

Augusto Fernandez Guaza (hhh)                                     D, P
Jose Luis Garcia Arias  (hhh)                                     D
Isabel Munagorri Arregi (hhh)                                     D
Daniel Fernandez Cabanuz (hhh)                                    D
Francisco Berne Floria (hhh)                                      D
Antonio Zaforteza Rodes (hhh)                                     D
Derek J. Spencer (oo)                                             D
Maria del Carmen Garcia Arguelles (oo)                            D
Rafael Alcazar Crevillen (hhh)                                    S

Tratamiento y Generacion de Energia S.L.

Sergio Samper Rivas (ww)                                          D, P
Fernando Samper Rivas (ww)                                        D
Maria Reyes Vidal Vicente (ww)                                    D
Derek J. Spencer (oo)                                             D
Maria del Carmen Garcia Arguelles (oo)                            D
Francisco Rausell Solari (oo)                                     D
Cesar Rodriguez Gonzalez (oo)                                     S

Generacion y Abastecimiento de Energia, S.L.

Sergio Samper Rivas (ww)                                          D, P
Fernando Samper Rivas (ww)                                        D
Maria Reyes Vidal Vicente (ww)                                    D
Derek J. Spencer (oo)                                             D
Maria del Carmen Garcia Arguelles (oo)                            D
Francisco Rausell Solari (oo)                                     D
Cesar Rodriguez Gonzalez (oo)                                     S

Intercambio de Derivados Porcinos, S.L.

Sergio Samper Rivas (ww)                                          D, P
Fernando Samper Rivas (ww)                                        D
Maria Reyes Vidal Vicente (ww)                                    D
Derek J. Spencer (oo)                                             D
Maria del Carmen Garcia Arguelles (oo)                            D
Francisco Rausell Solari (oo)                                     D
Cesar Rodriguez Gonzalez (oo)                                     S

Aplicaciones Industriales de energias limpias, S.L.

Sergio Samper Rivas (ww)                                          D, P
Fernando Samper Rivas (ww)                                        D
Maria Reyes Vidal Vicente (ww)                                    D
Derek J. Spencer (oo)                                             D
Maria del Carmen Garcia Arguelles (oo)                            D
Francisco Rausell Solari (oo)                                     D
Cesar Rodriguez Gonzalez (oo)                                     S

Cinergy Services Iberia, S.L.

Derek J. Spencer (oo)                                             D, P
Maria del Carmen Garcia Arguelles (oo)                            D
Francisco Rausell Solari (oo)                                     D
Cesar Rodriguez Gonzalez (oo)                                     S

Compania Productora De Energia para Consumo Interno, S.L.

Sergio Samper Rivas (ww)                                          D, P
Manuel Vidal Lizano (ww)                                          D
Fernando Samper Rivas (ww)                                        D
Francisco Rausell Solari (oo)                                     D
Maria del Carmen Garcia Arguelles  (oo)                           D
Derek J. Spencer (oo)                                             D
Cesar Rodriguez Gonzalez (oo)                                     S

Desarrollos Eolicos El Aguila, S.A

Sergio Samper Rivas (ww)                                          D, P
Manuel Vidal Lizano (ww)                                          D
Francisco Rausell Solari  (oo)                                    D, S
Maria del Carmen Garcia Arguelles (oo)                            D

Ascoy

Maria del Carmen Garcia Arguelles (oo)                            D, S
Jose Sepulcre Coves (yy)                                          D
Ignacio Lapuente Bujia (yy)                                       D
Cristobal Gonzalez de Aguilar y Alonso Urquijo (yy)               D
Concepcion Canovas (yy)                                           D
Josep Fabregat Clotet (yy)                                        D

Elecdey Carcelen, S.A.

Elecdey, SL (oo)                                                  P
Derek J. Spencer (oo)                                             D
Invercarteral (Caixa Catalunya) (oo)                              D
Caixa Catalunya (oo)                                              D
Elecdey 2 (oo)                                                    D
Elecdey 3 (oo)                                                    D
Elecdey 4 (oo)                                                    D
Elecdey 5 (oo)                                                    D
Maria del Carmen Garcia Arguelles (oo)                            S

Enrega, S.L.

Fernando Molina Martinez (nnn)                                    D, P
Braulio Molina Martinez (nnn)                                     D
Francisco Javier Lajusticia Villabona (nnn)                       D
Maria del Carmen Garcia Arguelles (oo)                            D
Derek J. Spencer (oo)                                             D
Cesar Rodriguez Gonzalez (oo)                                     D

EoloCrisa, S.L.

Derek J. Spencer (oo)                                             D, P
Enrique Albiol Pau (xx)                                           D
Jose Manuel Antonio Menendez Mendez (xx)                          D
Maria del Carmen Garcia Arguelles (oo)                            D
Cesar Rodriguez Gonzalez (oo)                                     S

Corporacion Eolica, S.L.

Enrique Albiol Pau (xx)                                           D, P
Felix Lopez Anton (xx)                                            D
Jaime Burguera Eleta (xx)                                         D
Jose Manuel Antonio Menendez Mendez (xx)                          D
Maria del Camino Montero Saint (xx)                               VS

Compania Eolica Aragonesa, S.A.

Enrique Albiol Pau (xx)                                           D
Felix Lopez Anton (xx)                                            D, S
Jose Manuel Antonio Menendez Mendez (xx)                          D
Derek J. Spencer (oo)                                             D
Maria del Carmen Garcia Arguelles (oo)                            D

Northeolic Pico Gallo, S.L.

Eduardo Gomez-Acebo Gullon (zz)                                   D
Adrian Piera Jimenez (zz)                                         D, P
Maria del Carmen Garcia Arguelles (oo)                            D
Derek J. Spencer (oo)                                             D
Eduardo Camino Arias (zz)                                         D
Ignacio Pena Gil (zz)                                             D
Francisco Rausell Solari (oo)                                     D
Cesar Rodriguez Gonzalez (oo)                                     D, S

Procrisa Servicios, S.L.

Maria del Carmen Garcia Arguelles (oo)                            D
Sergio Robles Fernandez (ddd)                                     D

Promociones y Servicios Hidraulicos, S.A.

Derek J. Spencer (oo)                                             D, P
Maria del Carmen Garcia Arguelles (oo)                            D
Francisco Rausell Solari (oo)                                     D
Cesar Rodriguez Gonzalez (oo)                                     S

Sinergia Andaluza, S.L.

Rafael Perez-Pire Garcia (vv)                                     D, P
Derek J. Spencer (oo)                                             D, VP
Rafael Perez-Pire Angulo (vv)                                     D
Maria del Carmen Garcia Arguelles (oo)                            D
Isidro Losada Reinoso (vv)                                        D
Cesar Rodriguez Gonzalez (oo)                                     S
Paloma-Jacoba Perez (vv)                                          VS

Tractaments de Juneda, SA

A. Ramaders de les Garriques 1998, S.L. (uu)                      D, P
Corporacio Age, S.L. (uu)                                         D, S
SENER, Grupo de Ingenieria, S.A. (uu)                             D
Maquinaria, Depuracion y Servicios, S.A. (uu)                     D
La Energia, S.A. (uu)                                             D
Cinergy Renovables Ibericas, SA (oo)                              D

Ventoabrego, S.L.

Fernando Molina Martinez (ooo)                                    D, P
Fernando Molina Rodriguez (ooo)                                   D
Derek J. Spencer (oo)                                             D
Maria del Carmen Garcia Arguelles (oo)                            D, S

Cinergy 1 B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
Paul van Baarle (ii)                                              D
Robertus Hendrikus Lukas de Groot (ii)                            D
Natasa Buzalko (ii)                                               D

Cinergy Eesti OU

Philippa H. Broughton (x)                                         MB
Martin Simovart (jj)                                              MB
Peter Lepik (jj)                                                  MB

Startekor

Rein Koov (kk)                                                    D
Philippa H. Broughton (x)                                         D
Martin Simovart (jj)                                              D

Narva

Philippa H. Broughton (x)                                         MS
Philip J. Taylor (x)                                              MS
Rein Koov (kk)                                                    MS
Douglas J. Schulte (a)                                            MS
Vladimir Nazarenko (ll)                                           MS
Ahti Puur (ll)                                                    D, BM
George Gering (ll)                                                D, BM
Mart Viilebert (ll)                                               D, BM
Karin Soorm (ll)                                                  BM

Cinergy Global Resources 1 B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
Vladimir Prerad (a)                                               D
Paul van Baarle (ii)                                              D
Robertus Hendrikus Lukas de Groot (ii)                            D
Natasa Buzalko (ii)                                               D

Teplarny

Ladislav Tetal (y)                                                CB
Josef Gaba (y)                                                    VCB
Jan Vanecek (y)                                                   MB

Energetika

Ladislav Tetal (y)                                                CB
Vaclav Pasek (z)                                                  VCB
Jan Vanecek (y)                                                   MB

Cinergy Global Polska Sp. Z o.o.

Petr Moravec (ee)                                                 MB
Jiri Radoch (mm)                                                  MB

Cinergy Global Resources 1 Sp. Z o.o.

Petr Moravec (ee)                                                 MB

Cinergy Global Resources a.s.

Ladislav Tetal (y)                                                CB
Jan Vanecek (y)                                                   VCB
Josef Gaba (y)                                                    MB

Cinergetika

Ladislav Tetal (y)                                                CB
Petr Sulc (aa)                                                    VCB
Jan Vanecek (y)                                                   MB

Chropyne

Ladislav Tetal (y)                                                CB
Josef Gaba (y)                                                    VCB
Jan Vanecek (y)                                                   MB

Otrokovice

Miroslav Focht (cc)                                               CB
Frantisek Foltyn (cc)                                             VCB
Lubomir Galatik (cc)                                              MB
Radoslava Matuszkova (cc)                                         MB
Libor Laichman (cc)                                               MB
Lenka Frohlichova (cc)                                            MS
Vladimir Sistek (cc)                                              CSB
Miroslav Rezac (cc)                                               MS

Energy Customer Services, s.r.o.

Ladislav Tetal (y)                                                E

Cinergy 2 B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
Paul van Baarle (ii)                                              D
Robertus Hendrikus Lukas de Groot (ii)                            D
Natasa Buzalko (ii)                                               D

Desebro

Francisco Rausell Solari (oo)                                     D
Maria del Carmen Garcia Arguelles (oo)                            D
Fernando Samper Pinilla (ww)                                      D
Manuel Vidal Lizano (ww)                                          D

Sinergia Aragonesa, S.L.

Derek J. Spencer (oo)                                             D
Maria del Carmen Garcia Arguelles (oo)                            D, S
Francisco Rausell Solari   (oo)                                   D
Sergio Samper Rivas (w)                                           D, P
Jorge Samper Rivas (w)                                            D
Maria Reyes Vidal Vicente (ww)                                    D

Baghabari I B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
ABN Amro Trust Company (Nederland) BV (ii)                        D

Baghabari Power Company Limited

John G. Hides (rr)                                                D, S
Peter L. Tipper (x)                                               D

Baghabari II B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
ABN Amro Trust Company (Nederland) BV (ii)                        D

Cinergy South Africa Investments 1 B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
Paul van Baarle (ii)                                              D
Robertus Hendrikus Lukas de Groot (ii)                            D
Natasa Buzalko (ii)                                               D

Egoli Gas (Proprietary) Limited

Kevin J. Chapman (ff)                                             D, AD
Maurice Radebe (ff)                                               D
Robert W. Cooke (x)                                               D, AD
Douglas J. Schulte (a)                                            D, AD
Quintus Jacobus Joubert (ff)                                      D
Shocket Ally Khan (ff)                                            AD
Sunil Debba (ff)                                                  AD
Ian Wallace Wilson (ff)                                           S, PO

Cinergy Global 4 B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
ABN Amro Trust Company (Nederland) BV (ii)                        D

Cinergy Global 5 B.V.

John Bryant (x)                                                   D
David L. Wozny (a)                                                D
ABN Amro Trust Company (Nederland) BV (ii)                        D

Cinergy Global (Cayman) Holdings, Inc.

James E. Rogers (a)                                               CB
John Bryant (x)                                                   D, MD
Philip J. Taylor (x)                                              D
Charles J. Winger (a)                                             D
Vladimir Prerad (ii)                                              D
Jerome A. Vennemann (a)                                           D, AS
David L. Wozny (a)                                                D, AC
Hugh C. Hamilton (x)                                              S
Wendy L. Aumiller (a)                                             AT

Cinergy Global Hydrocarbons Pakistan

James E. Rogers (a)                                               CB
Vladimir Prerad (ii)                                              D
Jerome A. Vennemann (a)                                           D, AS
David L. Wozny (a)                                                D, AC
John Bryant (x)                                                   D, MD
Cheryl M. Foley (kkk)                                             D
Philip J. Taylor (x)                                              D
Wendy L. Aumiller (a)                                             AT
Hugh C. Hamilton (x)                                              S

Cinergy Global Tsavo Power

James E. Rogers (a)                                               CB
John Bryant (x)                                                   D, MD
Charles J. Winger (a)                                             D
Vladimir Prerad (ii)                                              D
Jerome A. Vennemann (a)                                           D, AS
David L. Wozny (a)                                                D, AC
Philip J. Taylor (x)                                              D
Hugh C. Hamilton (x)                                              S

IPS-Cinergy Power Limited

Stephen Staley (x)                                                CB
Robert W. Cooke (x)                                               D
Lutaf Kassam (gg)                                                 D
Nizar Juma (gg)                                                   D
Francis Okomo Okello (gg)                                         S

Tsavo Power Company Limited

Nizar Juma (gg)                                                   CB
Paul Kunert (gg)                                                  D
Peter Terry (gg)                                                  D
Stephen Staley (x)                                                D
Robert W. Cooke (x)                                               D
Lutaf Kassam (gg)                                                 D
Peter McEwan (gg)                                                 D
Elaine Hackett (x)                                                AD
Francis O. Okello (gg)                                            S

Cinergy Global Maranhao

James E. Rogers (a)                                               CB
John Bryant (x)                                                   D, MD
Vladimir Prerad (ii)                                              D
Jerome A. Vennemann (a)                                           D, AS
Cheryl M. Foley (kkk)                                             D
David L. Wozny (a)                                                AC
Philip J. Taylor (x)                                              D
Hugh C. Hamilton (x)                                              S
Wendy L. Aumiller (a)                                             AT

Cinergy MPI V, Inc.

James E. Rogers (a)                                               CB
John Bryant (x)                                                   D, MD
Cheryl M. Foley (kkk)                                             D
David L. Wozny (a)                                                D, AC
Hugh C. Hamilton (x)                                              S
Wendy L. Aumiller (a)                                             AT

Cinergy MPI VI, Inc.

James E. Rogers (a)                                               CB
John Bryant (x)                                                   D, MD
Vladimir Prerad (ii)                                              D
Jerome A. Vennemann (a)                                           D, AS
Cheryl M. Foley (kkk)                                             D
David L. Wozny (a)                                                D, AC
Philip J. Taylor (x)                                              D
Hugh C. Hamilton (x)                                              S
Wendy L. Aumiller (a)                                             AT

Cinergy MPI VII, Inc.

James E. Rogers (a)                                               CB
John Bryant (x)                                                   D, MD
Vladimir Prerad (ii)                                              D
Jerome A. Vennemann (a)                                           D, AS
Cheryl M. Foley (kkk)                                             D
David L. Wozny (a)                                                D, AC
Philip J. Taylor (x)                                              D
Hugh C. Hamilton (x)                                              S
Wendy L. Aumiller (a)                                             AT

Cinergy MPI VIII, Inc.

James E. Rogers (a)                                               CB
John Bryant (x)                                                   D, MD
Vladimir Prerad (ii)                                              D
Jerome A. Vennemann (a)                                           D, AS
Cheryl M. Foley (kkk)                                             D
David L. Wozny (a)                                                D, AC
Philip J. Taylor (x)                                              D
Hugh C. Hamilton (x)                                              S
Wendy L. Aumiller (a)                                             AT

Cinergy MPI IX, Inc.

James E. Rogers (a)                                               CB
John Bryant (x)                                                   D, MD
Vladimir Prerad (ii)                                              D
Jerome A. Vennemann (a)                                           D, AS
Cheryl M. Foley (kkk)                                             D
David L. Wozny (a)                                                D, AC
Philip J. Taylor (x)                                              D
Hugh C. Hamilton (x)                                              S
Wendy L. Aumiller (a)                                             AT

Cinergy MPI X, Inc.

James E. Rogers (a)                                               CB
John Bryant (x)                                                   D, MD
Vladimir Prerad (ii)                                              D
Jerome A. Vennemann (a)                                           D, AS
Cheryl M. Foley (kkk)                                             D
David L. Wozny (a)                                                D, AC
Philip J. Taylor (x)                                              D
Hugh C. Hamilton (x)                                              S
Wendy L. Aumiller (a)                                             AT

Cinergy Global One, Inc.

James E. Rogers (a)                                               D
John Bryant (x)                                                   D, P
R. Foster Duncan (a)                                              D, EVP, CFO
David L. Wozny (a)                                                D, VP
Vladimir Prerad (ii)                                              VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Julia S. Janson (a)                                               AS
Kimberly S. Carlson (a)                                           AC

CZECHPOL ENERGY spol, s.r.o.

Petr Neoral (ss)                                                  MB
Petr Moravec (ee)                                                 E
Ladislav Tetal (y)                                                E

ZAT Dneproline

Cenek Milota (bbbb)                                               MD, CB
Anzela Viktor Sipilova (bbbb)                                     MB
Rudolf Kvetan (bbbb)                                              CSB
Genedii Konstantinovic Bockarev (bbbb)                            MS
Izmagilova Tatiana Grigorieva (bbbb)                              MS

E-line Czech, s.r.o.

Petr Moravec (ee)                                                 E

E-line AG

David Wozny (a)                                                   CB
Petr Moravec (ee)                                                 VCB
Markus Hitz (cccc)                                                MB
Jesef Kneubuhler (cccc)                                           MB
Bruno Meyer (cccc)                                                MB

S-line s.r.o.

Rudolf Kvetan (bbbb)                                              E, MD

DP Czechpol Energy Invest

Igor Vovk (dddd)                                                  E, MD

MEAS Brno, a.s

Michal Wolf (eeee)                                                CB
Richard Kucik (eeee)                                              VCB
Jiri Ruzicka (eeee)                                               VCB
Radim Fiala (eeee)                                                MB
Antonin Sebesta (eeee)                                            MB, MD
Frantisek Korinek (eeee)                                          MB
Petr Neoral (ss)                                                  CSB
Vera Kucerova (eeee)                                              MS
Zdenek Bauer (eeee)                                               MS

PEAS Praha, a.s

Miloslav Varady (ffff)                                            CB
Bohumil Kohoutek (ffff)                                           VCB, MD
Oldrich Masny (ffff)                                              MB
Frantisek Krakora (ffff)                                          MB
Josef Jehlicka (ffff)                                             MB
Vladislav Krajic (ffff)                                           CSB
Otto Karl (ffff)                                                  MS
Jan Kanta (ffff)                                                  MS

Moravia Energo

Bohuslav Bernatek (gggg)                                          CB
Oldrich Masny (ffff)                                              VCB
Pavel Miklas (gggg)                                               MB
Miloslav Kuzela (gggg)                                            MB, MD
Edvard Molin (gggg)                                               MB
Richard Kucik (eeee)                                              CSB
Tomas Chrenek (gggg)                                              MS
Jiri Cienciala (gggg)                                             MS

Midlands Hydrocarbons (Bangladesh) Limited

John Bryant (x)                                                   D
Philip J. Taylor (x)                                              D
Hugh C. Hamilton (x)                                              S

Powermid No. 1

Hugh C. Hamilton (x)                                              D, S
Christopher P. Vanezis (x)                                        D

Cinergy Global Power Africa (Proprietary) Limited

David L. Wozny (a)                                                D
Kevin J. Chapman (ff)                                             D
Ian W. Wilson (ff)                                                S, PO

CinTec

James E. Rogers (a)                                               P, CEO, MM
R. Foster Duncan (a)                                              EVP, CFO
Wendy L. Aumiller (a)                                             ACT
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S

CinTec I LLC

James E. Rogers (a)                                               P, CEO, MM
R. Foster Duncan (a)                                              EVP, CFO
Wendy L. Aumiller (a)                                             ACT
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S

eVent Resources I LLC

James E. Rogers (a)                                               D, P, CEO
Lance A. Bakrow (m)                                               D, VP
Michael J. Cyrus (a)                                              D
Robert Davies (m)                                                 D, VP
Cheryl M. Foley (kkk)                                             D
Larry E. Thomas (d)                                               D
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S

eVent (Triple Point) LLC

James E. Rogers (a)                                               P, CEO, MM
Robert Davies (m)                                                 VP
Lance A. Bakrow (m)                                               VP
R. Foster Duncan (a)                                              EVP, CFO
Wendy L. Aumiller (a)                                             ACT
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S

Cinergy Technologies

James E. Rogers (a)                                               DM
William J. Grealis (a)                                            DM
R. Foster Duncan (a)                                              D, PM
Bernard F. Roberts (a)                                            VP, CM
Jerome A. Vennemann (a)                                           VP, GC, S
P. Craig Weida (a)                                                VP
Wendy L. Aumiller (a)                                             AT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Ventures

R. Foster Duncan (a)                                              P, MM
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

emPowerNET, LLC

Douglas C. Taylor (a)                                             P, CEO, S
Steven Y. Duncan (a)                                              VP
Christopher Crosby (e)                                            VP
Jason Ihaia (e)                                                   VP

Pentech Solutions, Inc.

Kevin J. Kushman                                                  D

Only Cinergy's  directors have been provided.  Upon request by the SEC,  Cinergy
will use its best efforts to provide a listing of the other directors.

Kreiss Johnson Technologies, Inc.

Alexander W. Pardo                                                D
David A. Mulder                                                   D

Only Cinergy's  directors have been provided.  Upon request by the SEC,  Cinergy
will use its best efforts to provide a listing of the other directors.

Catalytic Solutions, Inc.

Kevin J. Kushman                                                  D
Brian K. Stallman                                                 D

Only Cinergy's  directors have been provided.  Upon request by the SEC,  Cinergy
will use its best efforts to provide a listing of the other directors.

Izoic, Inc.

Brian K. Stallman                                                 D

Only Cinergy's  directors have been provided.  Upon request by the SEC,  Cinergy
will use its best efforts to provide a listing of the other directors.

Cinergy Ventures II, LLC

R. Foster Duncan (a)                                              P, MM
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Cinergy e-Supply

R. Foster Duncan (a)                                              P, MM
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S
P. Craig Weida (a)                                                VP
Wendy L. Aumiller (a)                                             ACT
Julia S. Janson (a)                                               AS
Kimberly S. Carlson (a)                                           AC

Cinergy One

James E. Rogers (a)                                               D
R. Foster Duncan (a)                                              D, EVP, CFO
James L Turner (a)                                                D, P
Todd W. Arnold (a)                                                VP
Russell K. Campbell (a)                                           VP
John C. Procario (a)                                              VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, GC, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Cinergy Two, Inc.

James E. Rogers (a)                                               D
Larry E. Thomas (d)                                               D, P
Charles J. Winger (a)                                             D, VP
James L. Turner (a)                                               VP
Bernard F. Roberts (a)                                            C
Jerome A. Vennemann (a)                                           S
Wendy L. Aumiller (a)                                             AT
Douglas C. Taylor (a)                                             AS

Wholesale Energy

James E. Rogers (a)                                               D
Michael J. Cyrus (a)                                              D, P
R. Foster Duncan (a)                                              D, EVP, CFO
Wendy L. Aumiller (a)                                             ACT
M. Stephen Harkness (a)                                           VP
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP
Bernard F. Roberts (a)                                            VP, C
Joseph W. Toussaint (f)                                           VP
Jerome A. Vennemann (a)                                           VP, GC, S
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Generation Services

Michael J. Cyrus (a)                                              P, MM
R. Foster Duncan (a)                                              EVP
M. Stephen Harkness (a)                                           VP, COO, CFO
Rodney W. Husk (f)                                                VP
Paul E. King (f)                                                  VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP
Barry E. Pulskamp (f)                                             VP
Bernard F. Roberts (a)                                            VP, C
John J. Roebel (a)                                                VP
Joseph W. Toussaint (f)                                           VP
Jerome A. Vennemann (a)                                           VP, GC, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS

Cinergy Origination & Trade, LLC

Michael J. Cyrus (a)                                              P, MM
Douglas F. Esamann (d)                                            VP
Timothy J. McCabe (f)                                             VP
Robert C. McCarthy (f)                                            VP, CRO
Joseph W. Toussaint (f)                                           VP
Bernard F. Roberts (a)                                            VP, C
Jerome A. Vennemann (a)                                           VP, S
Wendy L. Aumiller (a)                                             ACT
Kimberly S. Carlson (a)                                           AC
Julia S. Janson (a)                                               AS


Address codes:

  (a)   139 East Fourth Street, Cincinnati, Ohio 45202
  (b)   1000 East Main Street, Plainfield, Indiana 46168
  (c)   12044 West State Road 46, Columbus, Indiana 47201
  (d)   251 North Illinois Street, Suite 1604, Indianapolis, Indiana 46204
  (e)   105 East Fourth Street, Suite 600, Cincinnati, Ohio 45202
  (f)   7200 Industrial Road, Florence, Kentucky 41042
  (g)   324 Mitchell Avenue, Batesville, Indiana 47006
  (h)   One Riverfront Place, Newport, Kentucky 41071
  (i)   8751 Jaffa Court, E. Drive, Apt. 16, Indianapolis, Indiana 46260
  (j)   250 East Fifth Street, Suite 500, Cincinnati, Ohio 45201
  (k)   P.O. Box 145496, Cincinnati, Ohio 45250-5496
  (l)   10 Magazine Street, Spt. 611, Cambridge, Massachusetts 02138
  (m)   140 Greenwich Avenue, Greenwich, Connecticut 06830
  (n)   312 Walnut Street, Suite 3550, Cincinnati, Ohio 45202
  (o)   2000 Constitution Avenue, Philadelphia, Pennsylvania 19112
  (p)   1669 Lake Avenue, Building 314, Rochester, New York 14652-3709
  (q)   2700 Middle Road, Ashtabula, Ohio 44004
  (r)   3105 South Martin Luther King Boulevard, Lansing, Michigan 48910
  (s)   2401 Fifth Avenue South Power 4, Texas City, Texas 77590
  (t)   625 East U.S. Highway 36, Tuscola, Illinois 61953
  (u)   1735 K Street, N.W., Washington, D.C. 20006-1500
  (v)   616 F.M. 1960 West, Suite 800, Houston, Texas 77090
  (w)   1455 Frazee Road, 9th Floor, San Diego, California 92108
  (x)   Cinergy House, Ryon Hill Park, Warwick Road, Stratford-upon-Avon, Warwickshire CV37 OUU
  (y)   Karlova 48, 110 00 Praha 1, Czech Republic
  (z)   Tylova 57, 316 00 Plzen, Czech Republic
 (aa)   P.O. Box 14C, 400 03 Usti nad Labem, Czech Republic
 (bb)   Komenskeho 75, 768 11 Chropyne, Czech Republic
 (cc)   Objizdna 1, 765 39 Otrokovice, Czech Republic
 (dd)   23rd Avenue, P.O. 20819, Nkana East Kitwe, Zambia
 (ee)   U1 Melgiewska, 7-9, 20-952, Lublin, Poland
 (ff)   9th Floor Fedsure Towers, 13 Fredman Drive, Sandton 2146, South Africa
 (gg)   9th Floor IPS Building, Kimathi Street, P.O. Box 30500, Nairobi, Kenya
 (hh)   Parken, Oster Alle 42, 6th Floor, DK-2100 Copenhagen O, Denmark
 (ii)   Strawinskylaan 3105, 1077 ZX Amsterdam, The Netherlands
 (jj)   Dunkri 7, Tallinn 10123, Estonia
 (kk)   Parnu mnt. 16, Tallinn 10141, Republic of Estonia
 (ll)   Kerese 11, Narva, Republic of Estonia
 (mm)   15 Jana Pawla II Street, 00-828, Warsaw, Poland
 (nn)   Calle Galeras 17, 3rd Floor, Santiago de Compostela 1575, Spain
 (oo)   Paseo de la Castellana 23, Madrid 28046, Spain
 (pp)   C/Bonsoms, 15-17, Barcelona 08028, Spain
 (qq)   Av. Paral. lel 51, 1st Floor, 08004, Barcelona, Spain
 (rr)   Sanarc Complex, 76 Shaheed Tajuddinn Ahmed Sarani, Dhaka 1208, Bangladesh
 (ss)   Czechpol Energy Spol s.r.o., Sviadnov O. Kisove 208, Czech Republic
 (tt)   Renewables House, 330 Bristol Business Park, Coldharbour Lane, Bristol, BS16 1EJ
 (uu)   Calle Major 13, 25430, Lerida, Spain
 (vv)   Avenida Madrid 1, 1, Granada, Spain
 (ww)   Avenida Academia General Militar n 52, Zaragoza, Aragon, Spain
 (xx)   Plaza Manuel Gomez Moreno, Planta 9a, Edificio Bronce, Madrid, Spain
 (yy)   C/Maudes 51, 1(0), 28003 Madrid, Spain
 (zz)   La Plaza s/n, Caravia Baja, 33343 Asturias, Spain
 (aaa)  600 Clubhouse Drive, Pittsburgh, Pennsylvania 15108
 (bbb)  One North Charles Street, Baltimore, Maryland 21201
 (ccc)  3 Barker Street, White Plains, New York 10601
 (ddd)  Calle Santa Susana 3, Oviedo, Spain
 (eee)  2 Orfeos and Persefonis Street, 118 54 Athens, Greece
 (fff)  421 7th Avenue S.W., Suite 3300, Calgary, Alberta T2P4K9
 (ggg)  3 Barker Avenue, White Plains, New York 10601
 (hhh)  Villanueva de Gallego, Zaragoza, Aragon, Spain
 (iii)  421 7th Avenue S.W., Suite 3300, Calgary, Alberta T2P4K9
 (jjj)  3 Mimosa Lane, Nkana East, Kitwe, Zambia
 (kkk)  1440 New York Avenue, N.W., Washington, D.C. 20005
 (lll)  Shell Centre, London, SE1 7NA
 (mmm)  San Pedro, Parroquia As Neves, Ortigueira, Coruna, Galicia, Spain
 (nnn)  Mourentans, Viceso, Brion, Coruna, Galicia, Spain
 (ooo)  Carroceiros, Parrouquia As Neves, Ortigueira, Coruna, Galicia, Spain
 (ppp)  8829 Bond Street, Overland Park, Kansas 66214
 (qqq)  1419 West Lloyd Expressway, Suite 100, Evansville, Indiana 47710
 (rrr)  680 Fifth Avenue, 8th Floor, New York, New York 10022
 (sss)  205 Palm Island, N.W., Clearwater, Florida 33767
 (ttt)  410 South Wilmington Street, 18th Floor, Raleigh, North Carolina 27601
 (uuu)  414 Nicollet Mall RS4, Minneapolis, Minnesota 55401
 (vvv)  441 Vine Street, Suite 2900, Cincinnati, Ohio 45202
 (www)  1900 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202
 (xxx)  20 N.W. Fourth Street, Evansville, Indiana 47708
 (yyy)  1630 North Meridian Street, Indianapolis, Indiana 46202
 (zzz)  8850 Crawfordsville Road, Indianapolis, Indiana 46234
(aaaa)  103 Foulk Road, Suite 200, Wilmington, Delaware 19803
(bbbb)  69089 Zaporozi, ul. Zacinjaeva 156, Ukraine
(cccc)  Baarerstrasse 63, 6300 Zug, Switzerland
(dddd)  ul. Rustaveli 7, Lvov, Ukraine
(eeee)  Brno, Lipova 1, 602 00 Brno-mesto, Czech Republic
(ffff)  Praha 1, Opletalova 1525/39, Post Code 11323, Czech Republic
(gggg)  Trinec-stare mesto, Prumyslova 1018, post code 73965, Czech Republic
(hhhh)  40 Tower Lane, Avon, Connecticut 06001
(iiii)  444 Cedar Street, Suite 1020, St. Paul, Minnesota 55101
(jjjj)  501 Westlake Park Boulevard, Houston, Texas 77253

Positions are indicated by the following symbols:

AC         Assistant Comptroller
ACT        Acting Treasurer
AD         Alternate Director
AM         Alternate Manager
AR         Authorized Representative
AS         Assistant Secretary
AT         Assistant Treasurer
BG         Board of Governors
BM         Member of the Board of Managers
C          Comptroller
CEO        Chief Executive Officer
CFO        Chief Financial Officer
CB         Chairman of the Board of Directors
CM         Chairman of the Board of Managers
COO        Chief Operating Officer
CRO        Chief Risk Officer
CSB        Chairman of Supervisory Board
D          Director
E          Executive
EVP        Executive Vice President
GC         General Counsel
M          Manager
MB         Member of the Board of Directors
MD         Managing Director
ME         Member
MM         Member-Manager
MS         Member of the Supervisory Board/Council
P          President
PO         Public Officer
S          Secretary
SC         Senior Council
SM         Sole Member
SVP        Senior Vice President
T          Treasurer
VCB        Vice Chairman of the Board of Directors
VCM        Vice Chairman of the Board of Managers
VP         Vice President
VS         Vice Secretary

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2001

PART II

  Name of Officer or      Name and Location of      Position Held in        Applicable
       Director           Financial Institution   Financial Institution   Exemption Rule
       --------           ---------------------   ---------------------   --------------

Phillip R. Cox        The Federal Reserve Bank     Director                   70(h)
                      of Cleveland
                      Cleveland, Ohio

George C. Juilfs      Cincinnati Office of the     Chairman, Director         70(h)
                      Federal Reserve Bank
                      of Cleveland

Thomas E. Petry       U.S. Bancorp                 Director                   70(a)
                      Minneapolis, Minnesota
                      U.S. Bank National
                      Association
                      Minneapolis, Minnesota
                                                   Director                   70(a)

Jackson H. Randolph   PNC Financial                Director                   70(b),(d),
                      Services Group, Inc.                                      (e),(f)
                      Pittsburgh, Pennsylvania

James E. Rogers       Fifth Third Bancorp          Director                   70(a),(c)
                      Cincinnati, Ohio                                          (e),(f)
                      The Fifth Third Bank
                      Cincinnati, Ohio
                                                   Director                   70(a),(c)
                                                                                (e),(f)

John J. Schiff, Jr.   Fifth Third Bancorp          Director                   70(a)
                      Cincinnati, Ohio
                      The Fifth Third Bank
                      Cincinnati, Ohio
                                                   Director                   70(a)

Dudley S. Taft        Fifth Third Bancorp          Director                   70(a)
                      Cincinnati, Ohio
                      The Fifth Third Bank
                      Cincinnati, Ohio
                                                   Director                   70(a)

ITEM 6. OFFICERS AND DIRECTORS AS OF DECEMBER 31, 2001

PART III

(a) and (e) Directors' and Executive Officers' Compensation and Participation in Bonus and Profit-Sharing Arrangements and Other Benefits

For information concerning compensation of directors and executive officers and their participation in bonus and profit-sharing and other benefits, see the disclosures made in the:

     Cinergy Corp. 2002 Proxy Statement (Proxy Statement*) for Cinergy including Investments, Global Resources, CinTec, Cinergy       Technologies, Wholesale Energy, Services, CG&E, CC Funding Trust I and their subsidiaries.

     2002 PSI Information Statement (Information Statement*) for PSI and its subsidiary.

(b) Directors' and Executive Officers' Interests in Securities of System Companies

For information concerning interests in system companies, see the disclosures made in the:

     Proxy Statement for Cinergy, including Investments, Global Resources, CinTec, Cinergy Technologies, Wholesale Energy, Services, CC       Funding Trust I and their subsidiaries.

     Form 10-K, page 174 for CG&E and its subsidiaries.

     Information Statement for PSI and its subsidiary.

(c) Directors' and Executive Officers' Contracts and Transactions with System Companies

For information concerning contracts and transactions with system companies, see the disclosures made in the:

      Proxy Statement for Cinergy, including Investments, Global Resources, CinTec, Cinergy Technologies, Wholesale Energy, Services,        CG&E, CC Funding Trust I and their subsidiaries.

     Information Statement for PSI and its subsidiary.

(d) Indebtedness of Directors or Executive Officers to System Companies

None

(f) Directors’ and Executive Officers’ Rights to Indemnity

The state laws under which each of Cinergy and its domestic direct and indirect subsidiaries are incorporated provide broadly for indemnification of directors and officers against claims and liabilities against them in their capacities as such. Each of such company’s articles of incorporation, charters, By-laws, or regulations identifying these rights to indemnify are incorporated by reference or contained herein as exhibits.

        * The Proxy Statement and Information Statement are hereby incorporated by reference (see File Nos. 1-11377 and 1-03543,            respectively).

ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS

1.  Payments to any political party, candidate for public office or holder of such office, or any committee or agent therefore:

  Name of
  Company              Name of Recipient or Beneficiary           Purpose        Amount
  -------              --------------------------------           -------        ------

Cinergy (1)   Democratic Governors Association                  Contribution   $  7,500
              Democratic Congressional Campaign Building Fund   Contribution     30,000
              Democratic Leadership Council                     Contribution     20,000
              Democratic Senatorial Campaign                    Contribution     25,000
              Republican Governors Association                  Contribution     10,000
              Republican Eagles                                 Contribution     20,000
              John Warner Fund                                  Contribution      1,000
              Ray Bliss Fund                                    Contribution      5,000
              Governor's Public Building Foundation             Contribution      1,000
              Indiana Republican Party                          Contribution      2,500
                                                                                  -----

              Total                                                            $122,000
                                                                               ========

(1)Cinergy and PSI have established separate segregated funds or political action committees
and have incurred certain costs in the administration of these committees in
accordance with the provisions of the Federal Election Campaign Act.

2.  Payments to any citizen's group, or public relations council, and the purpose of each payment.

  Name of
  Company              Name of Recipient or Beneficiary           Purpose        Amount
  -------              --------------------------------           -------        ------

                                                                Dues, fees,
    CG&E      Greater Cincinnati Organization                     support      $ 25,000
              Electric Power Research Institute                     Dues         15,651
                                                                Dues, fees,
              Greater Cincinnati Chamber of Commerce              support        22,676
                                                                Dues, fees,
              Less than $10,000 - 18 beneficiaries                support        37,393
                                                                                 ------
                  Subtotal                                                      100,720

                                                                Dues, fees,
   ULH&P      Less than 10,000 - 1 beneficiary                    support           250
                                                                                    ---
                  Subtotal                                                          250

                                                                Dues, fees,
    PSI       Indiana Electric Association                        support       161,067
              Electric Power Research Institute                     Dues         38,373
                                                                Dues, fees,
              Indiana Chamber of Commerce                         support        25,766
                                                                Dues, fees,
              Less than $10,000 - 26 beneficiaries                support        28,760
                                                                                 ------
                  Subtotal                                                      253,966

 Solutions    Less than 10,000 - 1 beneficiary                      Dues          2,375
                                                                                  -----
                  Subtotal                                                        2,375

  Ventures    Electric Power Research Institute                     Dues         15,000
                                                                                 ------
                  Subtotal                                                       15,000

                                                                Dues, fees,
  Cinergy     Citizens for a Strong Ohio                          support        50,000
                                                                Dues, fees,
              Environmental Law Institute                         support        10,000
                                                                Dues, fees,
              Indiana Environmental Institute                     support        12,000
                                                                Dues, fees,
              National Underground Railroad                       support       200,000
                                                                Dues, fees,
              Less that $10,000 - 28 beneficiaries                support        18,520
                                                                                 ------
                  Subtotal                                                      290,520

              Total                                                            $662,831
                                                                               ========

ITEM 8. SERVICE, SALES, AND CONSTRUCTION CONTRACTS

Part I 

                                                  Serving                  Receiving
               Transaction                        Company                   Company         Compensation
               -----------                        -------                   -------         ------------
                                                                                           (in thousands)

Construction, gas transmission and                                                            $
administrative and general services (1)     CG&E                 KO Transmission                  459

Construction, gas transmission and
administrative and general services (1)     ULH&P                KO Transmission                   22

Line locating, meter reading, and
underground construction services (2)       Reliant              CG&E                           2,491

Line locating, meter reading, and
underground construction services (2)       Reliant              PSI                            4,842

Line locating, meter reading, and
underground construction services (2)       Reliant              ULH&P                            169

Operation and maintenance services (2)      Generation Services  CG&E                          62,281

Operation and maintenance services (2)      Generation Services  PSI                           18,786

Maintenance services (2)                    Miller Pipeline      CG&E                           3,466

Maintenance services (2)                    Miller Pipeline      PSI                              377

Engineering and construction services (2)   CG&E                 Cinergy EPCOM                    704

Engineering and construction services (2)   PSI                  Cinergy EPCOM                    165

Engineering and construction services (2)   ULH&P                Cinergy EPCOM                    229

Maintenance services (2)                    CG&E                 Cinergy One                      992

Maintenance services (2)                    PSI                  Cinergy One                      105

Maintenance services (2)                    ULH&P                Cinergy One                        3

Operation and maintenance services (2)      CG&E                 CinCap MVC OpCo, LLC (3)         286

Operation and maintenance services (2)      PSI                  CinCap MVC OpCo, LLC (3)         617

                                                                 Cinergy Solutions of
Maintenance services (2)                    PSI                  Tuscola, Inc.                    694

Engineering and construction services (2)   CG&E                 Solutions                         97

Installation and maintenance services (2)   CG&E                 Technology                        64

Operation and maintenance services (2)      PSI                  Generation Services              147

Environmental consulting services (2)       CG&E                 Capital and Trading              125

Consulting Services (2)                     PSI                  Capital and Trading               13

Administrative and general and
engineering services (2)                    CG&E                 Solutions Holding                 73

Project development services (2)            PSI                  Solutions Holding                  2

Consulting services (2)                     PSI                  Marketing and Trading             11

(1)   Pursuant to Rel. No. 35-26146, dated October 21, 1994.
(2)   Pursuant to service agreements approved in File No. 70-9449 (see HCAR No. 27016,
      May 4, 1999, exhibits B-1, B-2, and B-3).
(3)   This company was dissolved in 2001.

Part II

None

Part III

None

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

Part I

The following information shows the required information for Cinergy’s investment in exempt wholesale generators (EWG) and foreign utility companies (FUCO) as of December 31, 2001:

(a)         Company name, location, business address, description and interest held by each system company;
(b)         Capital invested, recourse debt, guarantees and transfer of assets between affiliates;
(c)         Debt to equity ratio and earnings;
(d)         Contracts for service, sales or construction with affiliates. 

(a)                                                                             EWG Subsidiaries
                                                                                ----------------

              Company             Location            Business Address        Company Description                    Interest Held
              -------             --------            ----------------        -------------------                    -------------
Brownsville Power I, LLC       Haywood County, TN  139 E. Fourth Street       Brownsville Power I, LLC is a   Capital & Trading owns 100% equity
                                                   Cincinnati, OH 45201       480 megawatts (MW) natural      investment in Brownsville Power I,
                                                                              gas-fired generation facility.  LLC.  Investments owns 100% equity
                                                                                                              investment in Capital & Trading.
                                                                                                              Cinergy owns 100% equity investment in
                                                                                                              Investments.

Caledonia Power I, LLC         Lowndes County, MS  139 E. Fourth Street       Caledonia Power I, LLC is a     Capital & Trading owns 100% equity
                                                   Cincinnati, OH 45201       550 MW natural gas-fired        investment in Caledonia Power I, LLC.
                                                                              generation facility.            Investments owns 100% equity
                                                                                                              investment in Capital & Trading.
                                                                                                              Cinergy owns 100% equity investment in
                                                                                                              Investments.

CinCap VII, LLC                Henry County, IN    139 E. Fourth Street       CinCap VII, LLC is a 129 MW     CinCap VIII owns 100% equity
                                                   Cincinnati, OH 45201       natural gas-fired generation    investment in CinCap VII, LLC.
                                                                              facility.                       Capital & Trading owns 100% equity
                                                                                                              investment in CinCap VIII.
                                                                                                              Investments owns 100% equity
                                                                                                              investment in Capital & Trading.
                                                                                                              Cinergy owns 100% equity investment in
                                                                                                              Investments.

CinCap Madison, LLC            Butler County, OH   139 E. Fourth Street       CinCap Madison, LLC is a 680    CinCap VIII owns 100% equity
                                                   Cincinnati, OH 45201       MW natural gas-fired            investment in CinCap Madison, LLC.
                                                                              generation facility.            Capital & Trading owns 100% equity
                                                                                                              investment in CinCap VIII.
                                                                                                              Investments owns 100% equity
                                                                                                              investment in Capital & Trading.
                                                                                                              Cinergy owns 100% equity investment in
                                                                                                              Investments.

Chandler Wind Partners, LLC    Chandler, MN        Corporation Trust Center   Chandler Wind Partners, LLC is  Cinergy Global Chandler I, Inc. owns
                                                   1209 Orange Street         a wind farm with an electric    100% equity investment in Chandler
                                                   Wilmington, Delaware 19801 generation capacity of 2 MW.    Wind Partners, LLC.  Cinergy Global
                                                                                                              Chandler Holding, Inc. owns 100%
                                                                                                              equity investment in Cinergy Global
                                                                                                              Chandler I, Inc.  Global Power owns
                                                                                                              100% equity investment in Cinergy
                                                                                                              Global Chandler Holding, Inc.  Global
                                                                                                              Resources owns 100% equity investment
                                                                                                              in Global Power.  Cinergy owns 100%
                                                                                                              equity investment in Global Resources.

Foote Creek III, LLC           Laramie, WY         Corporation Trust Center   Foote Creek III, LLC is a wind  Cinergy Global Foote Creek, Inc. owns
                                                   1209 Orange Street         farm with an electric           100% equity investment in Foote Creek
                                                   Wilmington, Delaware 19801 generation capacity of 25 MW.   III, LLC.  Global Power owns 100%
                                                                                                              equity investment in Cinergy Global
                                                                                                              Foote Creek, Inc.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Foote Creek II, LLC            Laramie, WY         Corporation Trust Center   Foote Creek II, LLC is a wind   Cinergy Global Foote Creek II, Inc.
                                                   1209 Orange Street         farm with an electric           owns 100% equity investment in Foote
                                                   Wilmington, Delaware 19801 generation capacity of 2 MW.    Creek II, LLC.  Global Power owns 100%
                                                                                                              equity investment in Cinergy Global
                                                                                                              Foote Creek II, Inc.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Foote Creek IV, LLC            Laramie, WY         Corporation Trust Center   Foote Creek IV, LLC is a wind   Cinergy Global Foote Creek IV, Inc.
                                                   1209 Orange Street         farm with an electric           owns 100% equity investment in Foote
                                                   Wilmington, Delaware 19801 generation capacity of 17 MW.   Creek IV, LLC.  Global Power owns 100%
                                                                                                              equity investment in Cinergy Global
                                                                                                              Foote Creek IV, Inc.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Ridge Crest Wind Partners, LLC Peetz, Colorado     Corporation Trust Center   Ridge Crest Wind Partners, LLC  Cinergy Global Peetz Table I, Inc.
                                                   1209 Orange Street         is a wind farm with an          owns 100% equity investment in Ridge
                                                   Wilmington, Delaware 19801 electric generation capacity    Crest Wind Partners, LLC.  Global
                                                                              of 30 MW.                       Power owns 100% equity investment in
                                                                                                              Cinergy Global Peetz Table I, Inc.
                                                                                                              Global Resources owns 100% equity
                                                                                                              investment in Global Power.  Cinergy
                                                                                                              owns 100% equity investment in Global
                                                                                                              Resources.


(a)                                                                  FUCO Subsidiaries
                                                                     -----------------

        Company                 Location            Business Address             Company Description                      Interest Held
        -------                 --------            ----------------             -------------------                      -------------
Attiki Gas Supply Company SA  Athens, Greece       2 Orfeos and                Attiki Gas Supply Company      Attiki Denmark ApS owns 49% equity
                                                   Persefonis Street           SA was formed to supply and    investment in Attiki Gas Supply Company
                                                   118 54 Athens               sell natural gas to            SA.  CGP Global Greece Holdings, SA owns
                                                   Greece                      consumers located within       a 51% and Global Power owns a 9% equity
                                                                               the geographical area of       investment in Attiki Denmark ApS.  Global
                                                                               Attiki, Athens.                Power owns 100% equity investment in CGP
                                                                                                              Global Greece Holdings, SA.  Global
                                                                                                              Resources owns 100% equity investment in
                                                                                                              Global Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Cinergy Global Ely, Inc.      Wilmington, DE       139 East Fourth Street      Cinergy Global Ely, Inc. is    Global Power owns 100% equity investment
                                                   25 AT II                    an EWG/FUCO project parent,    in Cinergy Global Ely, Inc.  Global
                                                   Cincinnati, OH  45202       which holds interest in one    Resources owns 100% equity investment in
                                                                               FUCO, EPR Ely Limited,         Global Power.  Cinergy owns 100% equity
                                                                               Company.                       investment in Global Resources.

EPR Ely Limited               Ely, United Kingdom  Renewables House            EPR Ely Limited is a 36 MW     EPR Ely Power Limited owns 100% equity
                                                   330 Bristol Business Park   straw-fired power plant        investment in EPR Ely Limited.  Cinergy
                                                   Coldharbour Lane            which generates electricity    Global Ely, Inc. owns 30% equity
                                                   Bristol                     to supply about 65,000         investment in EPR Ely Power Limited.
                                                   BS16 1EJ                    homes in the United            Global Power owns 100% equity investment
                                                                               Kingdom.                       in Cinergy Global Ely, Inc.  Global
                                                                                                              Resources owns 100% equity investment in
                                                                                                              Global Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Cinergy Global Power          England              Cinergy House               Cinergy Global Power           Global Power owns 100% equity investment
Services Limited                                   Ryon Hill Park              Services Limited pursues       in Cinergy Global Power Services
                                                   Warwick Road                generation, transmission       Limited.  Global Resources owns 100%
                                                   Stratford-upon-Avon         and distribution               equity investment in Global Power.
                                                   Warwickshire CV37 0UU       opportunities throughout       Cinergy owns 100% equity investment in
                                                                               the world.  This entity is     Global Resources.
                                                                               devoted to project
                                                                               development of EWG and FUCO
                                                                               projects, but it is not
                                                                               itself either a FUCO or an
                                                                               EWG.

Cinergy Global Power          Redditch,            Cinergy House               Cinergy Global Power (UK)      Global Power owns 100% equity investment
(UK)Limited                   Worcestershire,      Ryon Hill Park              Limited owns and operates a    in Cinergy Global Power (UK) Limited.
                              England              Warwick Road                29 MW gas turbine              Global Resources owns 100% equity
                                                   Stratford-upon-Avon         generator, which supplies      investment in Global Power.  Cinergy owns
                                                   Warwickshire CV37 0UU       wholesale electricity.         100% equity investment in Global
                                                                                                              Resources.

Copperbelt                    Republic of Zambia   Headquarters                Copperbelt owns and            Cinergy Zambia B.V. owns 38.5% equity
                                                   23rd Avenue                 operates certain electric      investment in Copperbelt.  Holdings B.V.
                                                   P O Box 20819               generation, transmission,      owns 100% equity investment in Cinergy
                                                   Nkana East                  and distribution assets        Zambia B.V.  Global Holdings owns 100%
                                                   Kitwe                       acquired under the             equity investment in Holdings B.V.
                                                   Zambia                      privatization of Zambia's      Global Power owns 100% equity investment
                                                                               mining industry.               in Global Holdings.  Global Resources
                                                                               Cooperbelt provides 4,500      owns 100% equity investment in Global
                                                                               gigawatt hour (GWh) per        Power.  Cinergy owns 100% equity
                                                                               annum located in and around    investment in Global Resources.
                                                                               the city of Kitwe in north
                                                                               central Zambia.

EOS I                         Galicia, Spain       Calle Galeras 17            EOS I owns and operates        Cinergy Turbines B.V. owns 48.5% equity
                                                   3rd Floor                   20.4 MW of electric wind       investment in EOS I.  Holdings B.V. owns
                                                   Santiago de Compostela 1575 generation assets.             100% equity investment in Cinergy
                                                   Spain                                                      Turbines B.V.  Global Holdings owns 100%
                                                                                                              equity investment in Holdings B.V.
                                                                                                              Global Power owns 100% equity investment
                                                                                                              in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

EOS II                        Galicia, Spain       Calle Galeras 17            EOS II owns and operates       Cinergy Turbines B.V. owns 48.5% equity
                                                   3rd Floor                   19.2 MW of electric wind       investment in EOS II.  Holdings B.V. owns
                                                   Santiago de Compostela 1575 generation assets.             100% equity investment in Cinergy
                                                   Spain                                                      Turbines B.V.  Global Holdings owns 100%
                                                                                                              equity investment in Holdings B.V.
                                                                                                              Global Power owns 100% equity investment
                                                                                                              in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Cinergy Renovables            Murcia, Spain        Paseo de la Castellana 23   Cinergy Renovables             Hydro B.V. owns 100% equity investment in
Ibericas, S.A.                                     Madrid                      Ibericas, S.A. owns five       Cinergy Renovables Ibericas, S.A.
                                                   Spain                       mini-hydro facilities with     Holdings B.V. owns 100% equity investment
                                                                               a total of 6 MW, which         in Hydro B.V.  Global Holdings owns 100%
                                                                               supplies electricity to        equity investment in Holdings B.V.
                                                                               Iberdrola, the regional        Global Power owns 100% equity investment
                                                                               electric company.              in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Desarrollos Eolico            Plasencia de Jalon,  Avenida Academia            Desarrollos Eolico El          Cinergy Renovables Ibericas, S.A. owns
El Aguila, S.A.               Zaragoza, Spain      Militar 52                  Aguila, S.A. is a wind farm    50% equity investment in Desarrollos
                                                   Zaragoza                    with a generating capacity     Eolico El Aguila, S.A.  Hydro B.V. owns
                                                   Spain                       of 19 MW.                      100% equity investment in Cinergy
                                                                                                              Renovables Ibericas, S.A.  Holdings B.V.
                                                                                                              owns 100% equity investment in Hydro
                                                                                                              B.V.  Global Holdings owns 100% equity
                                                                                                              investment in Holdings B.V.  Global Power
                                                                                                              owns 100% equity investment in Global
                                                                                                              Holdings.  Global Resources owns 100%
                                                                                                              equity investment in Global Power.
                                                                                                              Cinergy owns 100% equity investment in
                                                                                                              Global Resources.

Ascoy                         Ascoy, Murcia,       Rector Losau 16, 6(Degree)  Ascoy is a wind farm           Cinergy Renovables Ibericas, S.A. owns
                              Spain                30000 Murcia                consisting of nine 660 KW      19.5% equity investment in Ascoy.  Hydro
                                                   Spain                       wind turbines providing        B.V. owns 100% equity investment in
                                                                               electric generating            Cinergy Renovables Ibericas, S.A.
                                                                               capacity of approximately 6    Holdings B.V. owns 100% equity investment
                                                                               MW.                            in Hydro B.V.  Global Holdings owns 100%
                                                                                                              equity investment in Holdings B.V.
                                                                                                              Global Power owns 100% equity investment
                                                                                                              in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Compania Eolica               Aragon, Spain        Paseo Pamplona 5,           Compania Eolica Aragonesa,     Corporacion Eolica, S.L. owns 100% equity
Aragonesa, S.A.                                    5a planta                   S.A. owns three operating      investment in Compania Eolica Aragonesa,
                                                   Zaragoza                    wind farms with approximate    S.A.  EoloCrisa, S.L. owns 100% equity
                                                   Aragon                      total electric capacity of     investment in Corporacion Eolica, S.L.
                                                   Spain                       64 MW.                         Cinergy Renovables Ibericas, S.A. owns
                                                                                                              50% equity investment in EoloCrisa, S.L.
                                                                                                              Hydro B.V. owns 100% equity investment in
                                                                                                              Cinergy Renovables Ibericas, S.A.
                                                                                                              Holdings B.V. owns 100% equity investment
                                                                                                              in Hydro B.V.  Global Holdings owns 100%
                                                                                                              equity investment in Holdings B.V.
                                                                                                              Global Power owns 100% equity investment
                                                                                                              in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Northeolic Pico Gallo, S.L.   Tineo, Asturias,     La Plaza s/n                Northeolic Pico Gallo, S.L.    Cinergy Renovables Ibericas, S.A. owns
                              Spain                Caravia Baja,               is a wind farm under           50% equity investment in Northeolic Pico
                                                   33343 Asturias              construction with a total      Gallo, S.L.  Hydro B.V. owns 100% equity
                                                   Spain                       generating capacity of 25      investment in Cinergy Renovables
                                                                               MW.                            Ibericas, S.A.  Holdings B.V. owns 100%
                                                                                                              equity investment in Hydro B.V.  Global
                                                                                                              Holdings owns 100% equity investment in
                                                                                                              Holdings B.V.  Global Power owns 100%
                                                                                                              equity investment in Global Holdings.
                                                                                                              Global Resources owns 100% equity
                                                                                                              investment in Global Power.  Cinergy owns
                                                                                                              100% equity investment in Global
                                                                                                              Resources.

Tractments de Juneda, SA      Juneda, Spain        Calle Major 13              Tractaments de Juneda, SA      Cinergy Renovables Ibericas, S.A. owns
                                                   Juneda, Spain               is a 16.3 MW pig slurry        15% and Age Inversiones owns a 17% equity
                                                                               biomass generation plant.      investment in Tractaments de Juneda, SA.
                                                                                                              Hydro B.V. owns 100% equity investment in
                                                                                                              Cinergy Renovables Ibericas, S.A.
                                                                                                              Holdings B.V. owns 100% equity investment
                                                                                                              in Hydro B.V.  Global Holdings owns 100%
                                                                                                              equity investment in Holdings B.V.
                                                                                                              Global Power owns 100% equity investment
                                                                                                              in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Narva                         Republic of Estonia  Kerese 11, Narva,           Narva is an electric           Startekor owns a 100% equity investment
                                                   Republic of Estonia         distribution and supply        in Narva.  Cinergy Eesti OU owns a 67%
                                                                               network which provides 350     equity investment in Startekor.  Cinergy
                                                                               GWh per annum within its       1 B.V. owns a 100% equity investment in
                                                                               franchise area.  Narva owns    Cinergy Eesti OU.  Hydro B.V. owns a 100%
                                                                               and uses facilities for the    equity investment in Cinergy 1 B.V.
                                                                               distribution and sale at       Holdings B.V. owns 100% equity investment
                                                                               retail of electrical power     in Hydro B.V.  Global Holdings owns 100%
                                                                               in northeastern Estonia.       equity investment in Holdings B.V.
                                                                                                              Global Power owns 100% equity investment
                                                                                                              in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Cinergy Global                Amsterdam,           Strawinskylaan 3105         Cinergy Global Resources 1     Hydro B.V. owns a 100% equity investment
Resources 1 B.V.              The Netherlands      1077 ZX Amsterdam           B.V. is an EWG/FUCO project    in Cinergy Global Resources 1 B.V.
                                                   The Netherlands             parent, which holds            Holdings B.V. owns 100% equity investment
                                                                               interests in seven FUCO        in Hydro B.V.  Global Holdings owns 100%
                                                                               companies.  The seven          equity investment in Holdings B.V.
                                                                               companies include:             Global Power owns 100% equity investment
                                                                               Teplarny, Energetika,          in Global Holdings.  Global Resources
                                                                               Cinergy Global Polska Sp.      owns 100% equity investment in Global
                                                                               Z o.o., Cinergy Global         Power.  Cinergy owns 100% equity
                                                                               Resources a.s.,                investment in Global Resources.
                                                                               Cinergetika, Chropyne and
                                                                               Otrokovice.

Teplarny                      Zlin, Czech          Tr. T. Bati 1970            Teplarny is a combined heat    Cinergy Global Resources 1 B.V. owns a
                              Republic             Postal Code 762 02 Zlin     power plant, which includes    100% equity investment in Teplarny.
                                                   Czech Republic              five turbine generators        Hydro B.V. owns a 100% equity investment
                                                                               providing approximately 48     in Cinergy Global Resources 1 B.V.
                                                                               MW of electricity.  In         Holdings B.V. owns 100% equity investment
                                                                               addition, the gas-fired        in Hydro B.V.  Global Holdings owns 100%
                                                                               boilers provide                equity investment in Holdings B.V.
                                                                               approximately 410 MW of        Global Power owns 100% equity investment
                                                                               thermal capacity.              in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Energetika                    Plzen, Czech         P.O. Box 70 Tylova 57       Energetika is a combined       Cinergy Global Resources 1 B.V. owns a
                              Republic             303 70 Plzen                heat and power plant, with     100% equity investment in Energetika.
                                                   Czech Republic              three turbine generators       Hydro B.V. owns a 100% equity investment
                                                                               which provide approximately    in Cinergy Global Resources 1 B.V.
                                                                               84 MW of electricity and       Holdings B.V. owns 100% equity investment
                                                                               three coal-fired and two       in Hydro B.V.  Global Holdings owns 100%
                                                                               oil-fired boilers which        equity investment in Holdings B.V.
                                                                               provide approximately 400      Global Power owns 100% equity investment
                                                                               MW of thermal capacity.        in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Cinergy Global                Warsaw, Poland       15 Jana Pawla II Street,    Cinergy Global Polska Sp.      Cinergy Global Resources 1 B.V. owns a
Polska Sp. Z o.o.                                  00-828                      Z o.o. is devoted to           100% equity investment in Cinergy Global
                                                   Warsaw, Poland              project development of EWG     Polska Sp. Z o.o.  Hydro B.V. owns a 100%
                                                                               and FUCO projects, but it      equity investment in Cinergy Global
                                                                               is not itself either a FUCO    Resources 1 B.V.  Holdings B.V. owns 100%
                                                                               or EWG.                        equity investment in Hydro B.V.  Global
                                                                                                              Holdings owns 100% equity investment in
                                                                                                              Holdings B.V.  Global Power owns 100%
                                                                                                              equity investment in Global Holdings.
                                                                                                              Global Resources owns 100% equity
                                                                                                              investment in Global Power.  Cinergy owns
                                                                                                              100% equity investment in Global
                                                                                                              Resources.

Cinergy Global                Czech Republic       Karlova 27                  Cinergy Global Resources       Cinergy Global Resources 1 B.V. owns a
Resources a.s.                                     110 00 Praha 1              a.s. is devoted to project     100% equity investment in Cinergy Global
                                                   Czech Republic              development of EWG and FUCO    Resources a.s.  Hydro B.V. owns a 100%
                                                                               projects, but it is not        equity investment in Cinergy Global
                                                                               itself either a FUCO or EWG.   Resources 1 B.V.  Holdings B.V. owns 100%
                                                                                                              equity investment in Hydro B.V.  Global
                                                                                                              Holdings owns 100% equity investment in
                                                                                                              Holdings B.V.  Global Power owns 100%
                                                                                                              equity investment in Global Holdings.
                                                                                                              Global Resources owns 100% equity
                                                                                                              investment in Global Power.  Cinergy owns
                                                                                                              100% equity investment in Global
                                                                                                              Resources.

Cinergetika                   Usti nad Labem,      P.O. Box 14C                Cinergetika is a combined      Cinergy Global Resources 1 B.V. owns a
                              Czech Republic       Zukovova 100                heat and power plant, which    99.8% equity investment in Cinergetika.
                                                   400 30 Usti nad Labem       includes three turbine         Hydro B.V. owns a 100% equity investment
                                                   Czech Republic              generators providing           in Cinergy Global Resources 1 B.V.
                                                                               approximately 14 MW of         Holdings B.V. owns 100% equity investment
                                                                               electricity and four           in Hydro B.V.  Global Holdings owns 100%
                                                                               coal-fired boilers             equity investment in Holdings B.V.
                                                                               providing approximately 230    Global Power owns 100% equity investment
                                                                               MW of thermal capacity.        in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Chropyne                      Chropyne,            Komenskeho 75               Chropyne is a combined heat    Cinergy Global Resources 1 B.V. owns a
                              Czech Republic       768 11Chropyne,             and power plant, which         100% equity investment in Chropyne.
                                                   Czech Republic              includes one turbine           Hydro B.V. owns a 100% equity investment
                                                                               generator providing            in Cinergy Global Resources 1 B.V.
                                                                               approximately 2.5 MW of        Holdings B.V. owns 100% equity investment
                                                                               electricity and three          in Hydro B.V.  Global Holdings owns 100%
                                                                               natural gas-fired boilers      equity investment in Holdings B.V.
                                                                               providing approximately 48     Global Power owns 100% equity investment
                                                                               MW of thermal capacity.        in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Otrokovice                    Otrokovice,          Objizdna 1777               Otrokovice is a combined       Cinergy Global Resources 1 B.V. owns a
                              Czech Republic       76539 Otrokovice            heat and power plant, which    12% equity investment in Otrokovice.
                                                   District Zlin               includes two turbine           Hydro B.V. owns a 100% equity investment
                                                   Czechoslovakia              generators providing           in Cinergy Global Resources 1 B.V.
                                                                               approximately 50 MW of         Holdings B.V. owns 100% equity investment
                                                                               electricity and five           in Hydro B.V.  Global Holdings owns 100%
                                                                               coal-fired boilers             equity investment in Holdings B.V.
                                                                               providing approximately 349    Global Power owns 100% equity investment
                                                                               MW of thermal capacity.        in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Desebro                       Dehesa del Coscojar, Calle Avenida               Desebro is a 15 MW wind        Cinergy 2 B.V. owns a 50% equity
                              Plasencia de Jalon,  Academia General            farm.                          investment in Desebro.  Hydro B.V. owns a
                              Zaragoza, Spain      Militar 52                                                 100% equity investment in Cinergy 2 B.V.
                                                   Zaragoza                                                   Holdings B.V. owns 100% equity investment
                                                   Spain                                                      in Hydro B.V.  Global Holdings owns 100%
                                                                                                              equity investment in Holdings B.V.
                                                                                                              Global Power owns 100% equity investment
                                                                                                              in Global Holdings.  Global Resources
                                                                                                              owns 100% equity investment in Global
                                                                                                              Power.  Cinergy owns 100% equity
                                                                                                              investment in Global Resources.

Egoli Gas (Proprietary)       Johannesburg,        1 Annet Drive               Egoli Gas (Proprietary)        Cinergy South Africa Investments 1 B.V.
Limited                       South Africa         Cottesloe                   Limited is a gas               owns a 100% equity investment in Egoli
                                                   Johannesburg 2092           distribution company which     Gas (Proprietary) Limited.  Holdings B.V.
                                                                               owns and operates 1,341        owns a 100% equity investment in Cinergy
                                                                               kilometers of high and low     South Africa Investments 1 B.V.  Global
                                                                               pressure gas mains and gas     Holdings owns 100% equity investment in
                                                                               storage facilities.  The       Holdings B.V.  Global Power owns 100%
                                                                               company sells gas at retail    equity investment in Global Holdings.
                                                                               to approximately 11,000        Global Resources owns 100% equity
                                                                               customers.                     investment in Global Power.  Cinergy owns
                                                                                                              100% equity investment in Global
                                                                                                              Resources.

Tsavo Power Company Limited   Nairobi, Kenya       9th Floor                   Tsavo Power Company Limited    IPS-Cinergy Power Limited owns 49.9%
                                                   IPS Building                is a 74 MW diesel engined      equity investment in Tsavo Power Company
                                                   Kimathi Street              heavy fuel oil fired power     Limited. Cinergy Global Tsavo Power owns
                                                   P.O. Box 30500              plant, which is located        48.2% equity investment in IPS-Cinergy
                                                   Nairobi, Kenya              near the Port of Mombasa,      Power Limited.  Cinergy Global (Cayman)
                                                                               Kenya.                         Holdings, Inc. owns 100% equity
                                                                                                              investment in Cinergy Global Tsavo
                                                                                                              Power.  Global Power owns 100% equity
                                                                                                              investment in Cinergy Global (Caymen)
                                                                                                              Holdings, Inc.  Global Resources owns
                                                                                                              100% equity investment in Global Power.
                                                                                                              Cinergy owns 100% equity investment in
                                                                                                              Global Resources.

CZECHPOL ENERGY spol, s.r.o.  Sviadnov,            Karlova 27                  CZECHPOL ENERGY spol,          Cinergy Global One, Inc. owns a 100%
                              Czech Republic       110 00 Praha 1              s.r.o. engages in              equity investment in CZECHPOL ENERGY
                                                   Czech Republic              structured, cross border       spol, s.r.o.  Global Power owns a 100%
                                                                               power transactions.  The       equity investment in Cinergy Global One,
                                                                               company sources fuel to        Inc.  Global Resources owns a 100% equity
                                                                               power plants in Central and    investment in Global Power.  Cinergy owns
                                                                               Eastern Europe, imports and    a 100% equity investment in Global
                                                                               exports power throughout       Resources.  Cinergy is currently in the
                                                                               numerous European              process of restructuring in order to move
                                                                               countries, and is active in    ownership of CZECHPOL ENERGY spol, s.r.o.
                                                                               the marketing and trading      to Cinergy Global Resources 1 B.V.
                                                                               of physical energy products
                                                                               including excess production
                                                                               from Cinergy's plants in
                                                                               the surrounding region.

ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Continued)

(b)      Cinergy’s capital investment amount at December 31, 2001, is being filed pursuant to Rule 104(b). See “Exhibit J”            section in “Item 10. Financial Statements and Exhibits” for this required information.

            Refer to “Exhibit J” in “Item 10. Financial Statements and Exhibits” for Cinergy’s debt recourse or other financial             obligation for the FUCO/EWG subsidiaries listed above.

            Refer to “Exhibit J” in “Item 10. Financial Statements and Exhibits” for Cinergy guarantees of securities for the             FUCO/EWG subsidiaries listed in the tables above.

            No Cinergy subsidiaries that are not FUCOs or EWGs have transferred any assets to the above subsidiaries.

(c)      The subsidiary ratio of debt to common equity and yearly earnings at December 31, 2001 are being filed pursuant to            Rule 104(b). See “Exhibit J” section in “Item 10. Financial Statements and Exhibits” for the required information.

(d)      Nonutility Service Agreement, as amended, among Cinergy, nonutility subsidiaries of Cinergy and Services (pursuant to            Rel. No. 35-26662, dated 2/7/97). Pursuant to the agreement between Services and Cinergy’s domestic and foreign            subsidiaries, Services allocated a proportional share of certain costs to Cinergy’s system companies, including its            EWGs, foreign utility holding companies and/or FUCO subsidiaries. These transactions are reported in Cinergy’s U-           13-60 for the year ended December 31, 2001.

         Services Agreements among the utility subsidiaries of Cinergy and the nonutility subsidiaries of Cinergy (other than            any FUCO) dated May 14, 1999 (pursuant to Rel. No. 35-27016, dated 5/4/99). Cinergy’s utility subsidiaries and such            nonutility subsidiaries are authorized to provide services to each other pursuant to such agreements. Services provided            pursuant to these agreements are priced at fully allocated costs as defined by Rules 90 and 91 of the Public Utility            Holding Company Act of 1935, as amended.

Part II

          See "Exhibit G" section in "Item 10. Financial Statements and Exhibits" for the organizational chart information.

          See "Exhibit H" section in "Item 10. Financial Statements and Exhibits" for the financial information.

Part III

           Cinergy’s filing, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935 and the Commission’s order            dated June 23, 2000 (File No. 70-9577), reported a capital investment of $1,302,457 thousand ($941,548 thousand in EWGs            and $360,909 thousand in FUCOs and FUCO-related subsidiaries) at December 31, 2001. The capital investment was            calculated under the cost method.

           The ratio of Cinergy’s capital investment in FUCO’s and EWGs to its investment in domestic public utility subsidiary            companies is being filed pursuant to Rule 104(b). See “Exhibit J” section in “Item 10. Financial Statements and Exhibits” for            this required information.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents
indicated and made a part hereof.  Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                    Previously Filed as
 Designation                                  Nature of Exhibit                                   Exhibit to:
 -----------                                  -----------------                                   -----------

      A-1        Annual Report of Cinergy on Form 10-K for the year ended December 31, 2001     File No. 1-11377

   A-2        2002 Proxy Statement for the year ended December 31, 2001                      File No. 1-11377

   A-3        Annual Report of CG&E on Form 10-K for the year ended December 31, 2001        File No. 1-01232

   A-4        Annual Report of PSI on Form 10-K for the year ended December 31, 2001         File No. 1-03543

   A-5        Annual Report of ULH&P on Form 10-K for the year ended December 31, 2001       File No. 2-07793

   A-6        2002 Information Statement of PSI for the year ended December 31, 2001         File No. 1-03543

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents
indicated and made a part hereof.  Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

      B-1       Certificate of Incorporation of Cinergy, as amended May 10, 2001               Cinergy's March 31, 2001,
                                                                                               Form 10-Q, File No. 1-11377

      B-2       By-laws of Cinergy as amended December 14, 2000                                Cinergy's 2000 Form 10-K
                                                                                               File No. 1-11377

      B-3       Amended Articles of Incorporation of CG&E effective October 23, 1996           CG&E's September 30, 1996,
                                                                                               Form 10-Q, File No. 1-01232

      B-4       Regulations of CG&E as amended, adopted April 25, 1996                         CG&E's March 31, 1996,
                                                                                               Form 10-Q, File No. 1-01232

      B-5       Amended Articles of Consolidation of PSI as amended April 20, 1995             PSI's June 30, 1995
                                                                                               Form 10-Q, File No. 1-03543

      B-6       Amendment to Article D of the Amended Articles of Consolidation of PSI         PSI's 1997 Form 10-K
                effective July 10, 1997                                                        File No. 1-03543

      B-7       By-laws of PSI as amended December 17, 1996                                    PSI's March 31, 1997
                                                                                               Form 10-Q, File No. 1-03543

      B-8       Restated Articles of Incorporation of ULH&P made effective May 7, 1976         ULH&P's May 1976,
                                                                                               Form 8-K, File No. 2-07793

      B-9       By-laws of ULH&P as amended, adopted May 8, 1996                               ULH&P's March 31, 1996,
                                                                                               Form 10-Q, File No. 2-07793

      B-10      Amendment to Restated Articles of Incorporation of ULH&P  (Article Third) and  ULH&P's 1997 Form 10-K
                Amendment to the By-laws of ULH&P (Article 1), both effective July 24, 1997    File No. 2-07793

      B-11      By-laws of ULH&P as amended, adopted May 26, 1999                              Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-12      Certificate of Incorporation of Services                                       Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-13      By-laws of Services                                                            Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-14      Articles of Incorporation of Tri-State Improvement Company                     Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-15      Regulations of Tri-State Improvement Company as amended, adopted May 28, 1999  Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-16      Articles of Incorporation of Lawrenceburg                                      Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-17      By-laws of Lawrenceburg as amended, adopted May 28, 1999                       Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-18      Articles of Incorporation of Miami Power Corporation as amended                Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-19      By-laws of Miami Power Corporation as amended, adopted May 28, 1999            Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-20      Articles of Incorporation of KO Transmission Company                           Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-21      By-laws of KO Transmission Company as amended, adopted May 28, 1999            Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-22      Certificate of Incorporation of Cinergy Power Investments, Inc.                Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-23      Regulations of Cinergy Power Investments, Inc.                                 Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-24      Articles of Incorporation of South Construction Company, Inc.                  Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-25      By-laws of South Construction Company, Inc.                                    Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-26      Certificate of Incorporation of Investments                                    Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-27      By-laws of Investments                                                         Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-28      Amended Articles of Incorporation of Cinergy-Cadence, Inc.                     Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-29      By-laws of Cinergy-Cadence, Inc.                                               Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-30      Certificate of Formation of Cadence Network                                    Cinergy's Form U5S filed
                                                                                               May 1, 1998

      B-31      Certificate of Incorporation of Cadence Network                                Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-32      By-laws of Cadence Network                                                     Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-33      Amended Articles of Incorporation of Capital & Trading                         Cinergy's Form U5S filed
                                                                                               May 1, 1997

      B-34      By-laws of Capital & Trading                                                   Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-35      Certificate of Formation of CinCap IV, LLC                                     Cinergy's Form U5S filed
                                                                                               May 1, 1998

      B-36      Certificate of Formation of CinCap V, LLC                                      Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-37      Certificate of Formation of CinCap VIII, LLC                                   Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-38      Certificate of Formation of CinCap VII, LLC                                    Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-39      Amended Agreement of Limited Liability Company of CinCap VII, LLC              Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-40      Certificate of Formation of CinCap Madison, LLC (formerly Duke Energy          Cinergy's Form U5S filed
                Madison, LLC)                                                                  May 1, 2000

      B-41      Certificate of Formation of CinCap IX, LLC                                     Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-42      Limited Liability Company Agreement of CinCap IX, LLC                          Refer to footnote 1

      B-43      Certificate of Formation of CinCap X, LLC                                      Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-44      Limited Liability Company Agreement of CinCap X, LLC                           Refer to footnote 1

      B-45      Certificate of Formation of CinPower I, LLC                                    Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-46      Amended Agreement of Limited Liability Agreement of CinPower I, LLC            Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-47      Certificate of Amendment to Certificate of Formation of Cinergy Marketing &    Cinergy's Form U5S filed
                Trading  (The sole purpose of the amendment was to change Producers Energy     May 1, 2000
                Marketing, LLC's name to Cinergy Marketing & Trading)

      B-48      Second Amended Agreement of Limited Liability Company of Cinergy Marketing &   Cinergy's Form U5S filed
                Trading dated June 8, 1999                                                     May 1, 2000

      B-49      Certificate of Formation of Cinergy Transportation, LLC                        Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-50      Limited Liability Company Agreement of Cinergy Transportation, LLC             Refer to footnote 1

      B-51      Certificate of Formation for SynCap II, LLC                                    Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-52      Limited Liability Company Agreement of SynCap II, LLC                          Refer to footnote 1

      B-53      Certificate of Incorporation of Cinergy Communications, Inc.                   Cinergy's Form U5S filed
                                                                                               May 1, 1997

      B-54      By-laws of Cinergy Communications, Inc.                                        Cinergy's Form U5S filed
                                                                                               May 1, 1997

      B-55      Certificate of Amendment of Certificate of Incorporation of Cinergy            Cinergy's Form U5S filed
                Telecommunications Holding Company, Inc.  (The sole purpose of this amendment  May 1, 2001
                was to change Cinergy Communications, Inc.'s name to Cinergy
                Telecommunications Holding Company, Inc.)

      B-56      Certificate of Formation of Lattice Communications, LLC                        Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-57      Articles of Incorporation of Cinergy Engineering, Inc.                         Cinergy's Form U5S filed
                                                                                               May 1, 1998

      B-58      Regulations of Cinergy Engineering, Inc.                                       Cinergy's Form U5S filed
                                                                                               May 1, 1998

      B-59      Certificate of Incorporation of Cinergy - Centrus, Inc.                        Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-60      By-laws of Cinergy - Centrus, Inc.                                             Cinergy's Form U5S filed

      B-61      Certificate of Incorporation of Cinergy - Centrus Communications, Inc.         Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-62      By-laws of Cinergy - Centrus Communications, Inc.                              Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-63      Certificate of Incorporation of Solutions Holding                              Cinergy's Form U5S filed
                                                                                               May 1, 1999

      B-64      By-laws of Solutions Holding                                                   Cinergy's Form U5S filed
                                                                                               May 1, 1998

      B-65      Certificate of Amendment of Certificate of Incorporation of Cinergy Solutions  Cinergy's Form U5S filed
                Holding Company, Inc.  (The sole purpose of the amendment was to change        May 1, 2001
                Cinergy Solutions, Inc.'s name to Cinergy Solutions Holding Company, Inc.)

      B-66      Certificate of Incorporation of 3036243 Nova Scotia Company                    Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-67      Limited Liability Company Agreement of Cinergy Solutions Limited Partnership   Refer to footnote 1

      B-68      Certificate of Incorporation of Vestar, Inc. (formerly known as Cinergy        Cinergy's Form U5S filed
                Business Solutions, Inc.)                                                      April 30, 1999

      B-69      By-laws of Vestar, Inc. (formerly known as Cinergy Business Solutions, Inc.)   Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-70      Amendment of Articles of Vestar Limited (formerly Rose Technology Group        Cinergy's Form U5S filed
                Limited)                                                                       May 1, 2000

      B-71      Certificate of Formation of Cinergy EPCOM, LLC                                 Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-72      Certificate of Formation of Cinergy EPCOM College Park, LLC                    Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-73      Certificate of Incorporation of Solutions                                      Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-74      Certificate of Incorporation of Cinergy Energy Solutions, Inc.                 Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-75      Certificate of Formation of Cinergy GASCO Solutions, LLC                       Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-76      Limited Liability Company Agreement of Cinergy GASCO Solutions, LLC            Refer to footnote 1

      B-77      Certificate of Formation of Cinergy Solutions Partners, LLC                    Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-78      Limited Liability Company Agreement of Cinergy Solutions Partners, LLC         Refer to footnote 1

      B-79      Certificate of Formation of Lansing Grand River Utilities, LLC                 Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-80      Limited Liability Company Agreement of Lansing Grand River Utilities, LLC      Refer to footnote 1

      B-81      Certificate of Formation for Oklahoma Arcadian Utilities, LLC                  Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-82      Limited Liability Company Agreement for Oklahoma Arcadian Utilities, LLC       Refer to footnote 1

      B-83      Certificate of Formation for Shreveport Red River Utilities, LLC               Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-84      Limited Liability Company Agreement for Shreveport Red River Utilities, LLC    Refer to footnote 1

      B-85      Amended and Restated Certificate of Formation for Shreveport Red River         Cinergy's Form U5S filed
                Utilities, LLC                                                                 May 1, 2001

      B-86      Certificate of Formation for Cinergy Solutions of Boca Raton, LLC              Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-87      Limited Liability Company Agreement for Cinergy Solutions of Boca Raton, LLC   Refer to footnote 1

      B-88      Certificate of Incorporation of Cinergy Solutions of Tuscola, Inc.             Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-89      By-laws of Cinergy Solutions of Tuscola, Inc.                                  Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-90      Certificate of Formation of Energy Equipment Leasing LLC                       Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-91      Certificate of Formation of Trigen-Cinergy Solutions LLC                       Cinergy's Form U5S filed
                                                                                               May 1, 1998

      B-92      Certificate of Formation of Trigen-Cinergy Solutions of Ashtabula, LLC         Cinergy's Form U5S filed on
                                                                                               May 1, 2000

      B-93      Limited Liability Company Agreement of Trigen-Cinergy Solutions of Baltimore   Refer to footnote 1
                LLC

      B-94      Certificate of Formation of Trigen-Cinergy Solutions of Boca Raton, LLC        Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-95      Articles of Organization of Trigen-Cinergy Solutions of Cincinnati, LLC        Cinergy's Form U5S filed
                                                                                               May 1, 1998

      B-96      Certificate of Formation of Trigen-Cinergy Solutions of College Park, LLC      Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-97      Certificate of Formation of Trigen-Cinergy Solutions of Lansing LLC            Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-98      Certificate of Formation of Trigen/Cinergy - USFOS Lansing LLC                 Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-99      Limited Liability Company Agreement for Trigen/Cinergy - USFOS Lansing LLC     Refer to footnote 1

      B-100     Certificate of Formation of Trigen-Cinergy Solutions of Orlando LLC            Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-101     Certificate of Formation of Trigen-Cinergy Solutions of Owings Mills LLC       Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-102     Certificate of Formation of Trigen-Cinergy Solutions of Owings Mills Energy    Cinergy's Form U5S filed
                Equipment Leasing, LLC                                                         May 1, 2000

      B-103     Certificate of Formation of Trigen-Cinergy Solutions of Rochester LLC          Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-104     Certificate of Formation of Trigen-Cinergy Solutions of Silver Grove LLC       Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-105     Resolutions of Trigen-Cinergy Solutions of Silver Grove LLC                    Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-106     Limited Liability Company Agreement of Trigen-Cinergy Solutions of St. Paul    Refer to footnote 1
                LLC

      B-107     Certificate of Formation of Trigen-Cinergy Solutions of Tuscola, LLC           Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-108     Certificate of Incorporation of Cinergy Supply Network, Inc.                   Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-109     By-laws of Cinergy Supply Network, Inc.                                        Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-110     Articles of Organization of Reliant Services, LLC                              Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-111     Articles of Incorporation of Technology                                        Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-112     By-laws of Technology                                                          Cinergy's Form U5S filed
                                                                                               May 1, 1996

      B-113     Amended Articles of Incorporation of Cinergy Engineering, Inc. (formerly       Cinergy's Form U5S filed
                Enertech Associates International, Inc.)                                       May 1, 1997

      B-114     Regulations of Cinergy Engineering, Inc. (formerly Enertech Associates         Cinergy's Form U5S filed
                International, Inc.)                                                           May 1, 1996

      B-115     Certificate of Incorporation of Global Resources                               Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-116     By-laws of Global Resources                                                    Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-117     Certificate of Incorporation of Global Power  (formerly Cinergy Investments    Cinergy's Form U5S filed
                MPI, Inc.)                                                                     May 1, 1998

      B-118     By-laws of Global Power                                                        Cinergy's Form U5S filed
                                                                                               May 1, 1998

      B-119     By-laws of Cinergy Global Chandler Holding, Inc.                               Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-120     Certificate of Incorporation of Cinergy Global Chandler I, Inc.                Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-121     By-laws of Cinergy Global Chandler I, Inc.                                     Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-122     Certificate of Incorporation of Cinergy Global Ely, Inc.                       Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-123     By-laws of Cinergy Global Ely, Inc.                                            Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-124     Articles of Association of EPR Ely Power Limited                               Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-125     Articles of Association of EPR Ely Limited                                     Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-126     Articles of Association of Ely Power Limited                                   Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-127     Memorandum of Association of Anglian Ash Limited                               Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-128     Articles of Association of Anglian Ash Limited                                 Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-129     Articles of Association of Anglian Straw Limited                               Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-130     Certificate of Incorporation of Cinergy Global Foote Creek, Inc.               Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-131     By-laws of Cinergy Global Foote Creek, Inc.                                    Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-132     Certificate of Formation of Foote Creek III, LLC                               Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-133     Limited Liability Company Agreement of Foote Creek III, LLC                    Refer to footnote 1

      B-134     Certificate of Incorporation of Cinergy Global Foote Creek II, Inc.            Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-135     By-laws of Cinergy Global Foote Creek II, Inc.                                 Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-136     Certificate of Formation of Foote Creek II, LLC                                Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-137     By-laws of Cinergy Foot Creek IV, Inc.                                         Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-138     Articles of Association of Cinergy Global Power Services Limited               Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-139     Articles of Association of Cinergy Global Power Limited                        Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-140     Articles of Association of MPI International Limited                           Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-141     Certificate of Incorporation on name change of MPI International Limited       Cinergy's Form U5S filed
                                                                                               May 1, 1998

      B-142     Articles of Association of Cinergy Global Power (UK) Limited                   Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-143     Articles of Association of Cinergy Global Trading Limited                      Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-144     Certificate of Incorporation of Cinergy Global San Gorgonio, Inc.              Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-145     By-laws of Cinergy Global San Gorgonio, Inc.                                   Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-146     Certificate of Formation of San Gorgonio Westwinds II, LLC                     Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-147     Certificate of Incorporation of Global Holdings                                Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-148     By-laws of Global Holdings                                                     Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-149     Articles of Association of Holdings B.V.                                       Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-150     Articles of Association of Cinergy Zambia B.V.                                 Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-151     Articles of Association of Copperbelt                                          Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-152     Articles of Association of Cinergy Turbines B.V.                               Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-153     Certificate of Incorporation of EOS I                                          Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-154     Certificate of Incorporation of EOS II                                         Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-155     Articles of Association of Hydro B.V.                                          Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-156     Articles of Association of Cinergy Renovables Ibericas, S.A.                   Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-157     Certificate of Incorporation of Cinergy Global Power Iberia, S.A.              Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-158     Articles of Association of Cinergy Global Power Iberia, S.A.                   Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-159     Certificate of Incorporation of Escambeo, S.L.                                 Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-160     Articles of Association of Escambeo, S.L.                                      Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-161     Certificate of Incorporation of Elecdey Ascoy, S.A. (formerly Parque Eolico    Cinergy's Form U5S filed
                de Ascoy, S.A.)                                                                May 1, 2000

      B-162     Articles of Association of Elecdey Ascoy, S.A. (formerly Parque Eolico de      Cinergy's Form U5S filed
                Ascoy, S.A.)                                                                   May 1, 2000

      B-163     Certificate of Incorporation of Ventoabrego, S.L.                              Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-164     Articles of Association of Ventoabrego, S.L.                                   Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-165     Articles of Association of Cinergy 1 B.V.                                      Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-166     Statement of Incorporation of Startekor                                        Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-167     Statement of Incorporation of Narva                                            Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-168     Articles of Association of Cinergy Global Resources 1 B.V.                     Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-169     Extract from the Companies Register for Teplarny                               Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-170     Extract from the Companies Register for Energetika                             Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-171     Articles of Association of Cinergy Global Resources a.s.                       Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-172     Articles of Association of Cinergy Global Resources 1 Sp. Z o.o.               Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-173     Articles of Association of Cinergetika                                         Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-174     Articles of Association of Chropyne                                            Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-175     Articles of Association of Otrokovice                                          Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-176     Articles of Association of Cinergy 2 B.V.                                      Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-177     Certificate of Incorporation of Desebro                                        Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-178     Certificate of Incorporation of Northeolic Pico Gallo, S.L.                    Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-179     Articles of Association of Northeolic Pico Gallo, S.L.                         Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-180     Certificate of Incorporation of Desarrollos Eolico El Aguila, S.A.             Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-181     Articles of Association of Desarrollos Eolico El Aguila, S.A.                  Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-182     Certificate of Incorporation of Sinergia Aragonesa, S.L.                       Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-183     Articles of Association of Sinergia Aragonesa, S.L.                            Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-184     Deed of Incorporation of Cinergy Global Baghabari I B.V.                       Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-185     Certificate of Incorporation of Cinergy Global Baghabari I B.V.                Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-186     Certificate of Incorporation of Baghabari Power Company Limited                Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-187     Articles of Association of Baghabari Power Company Limited                     Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-188     Deed of Incorporation of Cinergy Global Baghabari II B.V.                      Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-189     Certificate of Incorporation of Cinergy Global Baghabari II B.V.               Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-190     Deed of Incorporation of Cinergy South Africa Investments 1 B.V. (formerly     Cinergy's Form U5S filed
                Cinergy Global 3 B.V.)                                                         May 1, 2000

      B-191     Certificate of Incorporation of Cinergy South Africa Investments 1 B.V.        Cinergy's Form U5S filed
                (formerly Cinergy Global 3 B.V.)                                               May 1, 2000

      B-192     Certificate of Incorporation and Articles of Association of Cinergy South      Cinergy's Form U5S filed
                Africa Investments 1 B.V. (formerly Cinergy Global Power 3 B.V.)               May 1, 2001

      B-193     Certificate of Incorporation of Egoli Gas (Proprietary) Limited                Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-194     Articles of Association of Egoli Gas (Proprietary) Limited                     Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-195     Deed of Incorporation of Cinergy Global 4 B.V.                                 Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-196     Certificate of Incorporation of Cinergy Global 4 B.V.                          Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-197     Certificate of Incorporation of Cinergy Global 5 B.V.                          Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-198     Articles of Incorporation of Cinergy Global 5 B.V.                             Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-199     Memorandum of Association of Cinergy Global (Cayman) Holdings, Inc. (formerly  Cinergy's Form U5S filed
                Cinergy MPI III, Inc.)                                                         May 1, 1998

      B-200     Articles of Association of Cinergy Global (Cayman) Holdings, Inc. (formerly    Cinergy's Form U5S filed
                Cinergy MPI III, Inc.)                                                         May 1, 1998

      B-201     Memorandum of Association of Cinergy Global Hydrocarbons Pakistan (formerly    Cinergy's Form U5S filed
                Cinergy MPI I, Inc.)  (Memorandums of Association of Cinergy MPI V, Inc.       May 1, 1998
                through Cinergy MPI X, Inc. are identical to that of Cinergy Global
                Hydrocarbons Pakistan and will be furnished upon request)

      B-202     Articles of Association of Cinergy Global Hydrocarbons Pakistan  (Articles of  Cinergy's Form U5S filed
                Association of Cinergy MPI V, Inc. through Cinergy MPI X, Inc. are identical   May 1, 1998
                to that of Cinergy Global Hydrocarbons Pakistan and will be furnished upon
                request)

      B-203     Memorandum of Association of Cinergy Global Tsavo Power (formerly Cinergy MPI  Cinergy's Form U5S filed
                II, Inc.)                                                                      May 1, 1998

      B-204     Articles of Association of Cinergy Global Tsavo Power (formerly Cinergy MPI    Cinergy's Form U5S filed
                II, Inc.)                                                                      May 1, 1998

      B-205     Articles of Association of IPS - Cinergy Power Limited                         Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-206     Certificate of Incorporation of Tsavo Power Company Limited                    Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-207     Articles of Association of Tsavo Power Company Limited                         Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-208     Certificate of Amendment of Certificate of Incorporation of Cinergy Global     Cinergy's Form U5S filed
                One, Inc.                                                                      May 1, 2001

      B-209     By-laws of Cinergy Global One, Inc.                                            Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-210     Articles of Association of Midlands Hydrocarbons (Bangladesh) Limited          Cinergy's Form U5S filed
                                                                                               April 30, 1999

      B-211     Certificate of Incorporation of Cinergy UK, Inc.                               Cinergy's Form U5S filed
                                                                                               May 1, 1997

      B-212     By-laws of Cinergy UK as amended, July 15, 1999                                Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-213     Memorandum of Association of Anglian Straw Limited                             Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-214     Certificate of Incorporation of Ely Power Limited                              Cinergy's Form U5S filed
                                                                                               May 1, 2000

      B-215     Amended Certificate of Formation of CinTec dated November 29, 2000             Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-216     Limited Liability Company Agreement for CinTec                                 Refer to footnote 1

      B-217     Certificate of Formation of CinTec dated November 15, 2000                     Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-218     Amended Certificate of Formation of CinTec I LLC dated November 29, 2000       Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-219     Limited Liability Company Agreement for CinTec I LLC                           Refer to footnote 1

      B-220     Certificate of Formation of CinTec I LLC dated November 15, 2000               Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-221     By-laws of Cinergy Technologies as amended September 5, 2000                   Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-222     Amended Certificate of Incorporation of Cinergy Technologies                   Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-223     Certificate of Formation of Ventures                                           Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-224     Limited Liability Company Agreement for Ventures                               Refer to footnote 1

      B-225     Certificate of Formation of Cinergy Ventures II, LLC                           Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-226     Limited Liability Company Agreement for Cinergy Ventures II, LLC               Refer to footnote 1

      B-227     Certificate of Formation of Cinergy e-Supply                                   Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-228     Limited Liability Company Agreement for Cinergy e-Supply                       Refer to footnote 1

      B-229     Certificate of Formation of Cinergy One                                        Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-230     By-laws of Cinergy One                                                         Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-231     Certificate of Incorporation of Cinergy Two, Inc.                              Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-232     Instrument of Organization for Cinergy Two, Inc.                               Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-233     By-laws of Cinergy Two, Inc.                                                   Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-234     Certificate of Incorporation of Wholesale Energy                               Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-235     Regulations of Wholesale Energy                                                Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-236     Certificate of Formation for Generation Services                               Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-237     Limited Liability Company Agreement for Generation Services                    Refer to footnote 1

      B-238     By-laws of Optimira Controls, Inc. (Filed under cover of Form SE)              Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-239     Articles of Incorporation of Optimira Controls, Inc.                           Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-240     Articles of Organization for Green Power G.P., LLC                             Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-241     Limited Liability Company Agreement of Green Power G.P., LLC                   Refer to footnote 1

      B-242     Certificate of Formation of Green Power Holdings, LLC                          Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-243     Limited Liability Company Agreement of Green Power Holdings, LLC               Refer to footnote 1

      B-244     Certificate of Formation of Green Power Limited, LLC                           Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-245     Limited Liability Company Agreement of Green Power Limited, LLC                Refer to footnote 1

      B-246     Articles of Incorporation of MPI Acquisitions Corp., Inc. (formerly MPI        Cinergy's Form U5S filed
                Acquisitions)                                                                  May 1, 2001

      B-247     By-laws of MPI Acquisitions                                                    Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-248     Form 10 for Cinergy Renewable Trading Limited                                  Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-249     Memorandum and Articles of Association of Cinergy Renewable Trading Limited    Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-250     Certificate of Incorporation on change of name of UK Electric Power Limited    Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-251     New Articles of Association of UK Electric Power Limited                       Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-252     Articles of Association of Age Inversiones en Medio Ambiente, S.L.             Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-253     Certificate of Incorporation of Age Inversiones en Medio Ambiente, S.L.        Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-254     Articles of Association of Tractaments De Juneda, S.A.                         Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-255     Certificate of Incorporation of Tractaments De Juneda, S.A.                    Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-256     Articles of Sinergia Andaluza, S.L.                                            Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-257     Certificate of Incorporation of Sinergia Andaluza, S.L.                        Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-258     Statutes of the Company of Corporacion Eolica Aragonesa, S.A.                  Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-259     Certificate of Incorporation of Corporacion Eolica Aragonesa, S.A.             Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-260     Articles of Association of Corporacion Eolica, S.L.                            Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-261     Certificate of Incorporation of Corporacion Eolica, S.L.                       Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-262     Form 10 for Commercial Electricity Supplies Limited                            Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-263     Memorandum and Articles of Association of Commercial Electricity Supplies      Cinergy's Form U5S filed
                Limited (formerly named UK Electric Power Limited)                             May 1, 2001

      B-264     Articles of Association of EoloCrisa, S.L.                                     Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-265     Certificate of Incorporation of EoloCrisa, S.L.                                Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-266     Certificate of Formation of eVent (Triple Point) LLC                           Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-267     Limited Liability Company Agreement for eVent (Triple Point) LLC               Refer to footnote 1

      B-268     Articles of Incorporation of Q-Comm Corporation (Filed under cover of Form SE) Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-269     By-laws of Incorporation of Q-Comm Corporation (Filed under cover of Form SE)  Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-270     Articles of Incorporation of Miller Pipeline Corporation (Filed under cover    Cinergy's Form U5S filed
                of Form SE)                                                                    May 1, 2001

      B-271     By-laws of Miller Pipeline Corporation (Filed under cover of Form SE)          Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-272     Articles of Association of Cinergy Eesti OU                                    Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-273     Statement of Incorporation of Cinergy Eesti OU                                 Cinergy's Form U5S filed
                                                                                               May 1, 2001

      B-274     Certificate of Trust of CC Funding Trust I

      B-275     Certificate of Formation of CPI Allowance Management, LLC

      B-276     Limited Liability Company Agreement of CPI Allowance Management, LLC           Refer to footnote 1

      B-277     Certificate of Formation of CPI Investments, LLC

      B-278     Limited Liability Company Agreement of CPI Investments, LLC                    Refer to footnote 1

      B-279     Amended and Restated Certificate of Formation of Brownsville Power I, L.L.C.

      B-280     Amended and Restated Limited Liability Company Agreement of Brownsville Power  Refer to footnote 1
                I, L.L.C.

      B-281     Amended and Restated Certificate of Formation of Caledonia Power I, L.L.C.

      B-282     Amended and Restated Limited Liability Company Agreement of Caledonia Power    Refer to footnote 1
                I, L.L.C.

      B-283     Certificate of Formation of CinCap - Chippewa, LLC

      B-284     Limited Liability Company Agreement of CinCap - Chippewa, LLC                  Refer to footnote 1

      B-285     Certificate of Formation of CinCap - Martinsville, LLC

      B-286     Limited Liability Company Agreement of CinCap - Martinsville, LLC              Refer to footnote 1

      B-287     Certificate of Formation of CinCap - Oraville, LLC

      B-288     Limited Liability Company Agreement of CinCap - Oraville, LLC                  Refer to footnote 1

      B-289     Certificate of Formation of CinCap PIC, LLC

      B-290     Limited Liability Company Agreement of CinCap PIC, LLC                         Refer to footnote 1

      B-291     Certificate of Formation of CinPeak Resources, LLC

      B-292     Limited Liability Company Agreement of CinPeak Resources, LLC                  Refer to footnote 1

      B-293     Certificate of Amendment of Certificate of Formation of CinCap Madison, LLC
                (The sole purpose of the amendment was to change the name of Duke Energy
                Madison, LLC to CinCap Madison, LLC)

      B-294     Certificate of Incorporation of Cinergy Canada, Inc.

      B-295     By-laws of Cinergy Canada, Inc.

      B-296     Certificate of Formation of Cinergy Limited Holdings, LLC

      B-297     Limited Liability Company Agreement of Cinergy Limited Holdings, LLC           Refer to footnote 1

      B-298     Certificate of Formation of Cinergy General Holdings, LLC

      B-299     Limited Liability Company Agreement of Cinergy General Holdings, LLC           Refer to footnote 1

      B-300     Certificate of Formation of Cinergy Propane, LLC

      B-301     Limited Liability Company Agreement of Cinergy Propane, LLC                    Refer to footnote 1

      B-302     Certificate of Incorporation of Cinergy Retail Power Limited, Inc.

      B-303     By-laws of Cinergy Retail Power Limited, Inc.

      B-304     Articles of Incorporation of Cinergy Retail Power General, Inc.

      B-305     By-laws of Cinergy Retail Power General, Inc.

      B-306     Certificate of Limited Partnership of Cinergy Retail Power, L.P.

      B-307     Limited Partnership Agreement of Cinergy Retail Power, L.P.                    Refer to footnote 1

      B-308     Certificate of Formation of ENCOAL OPCO, LLC

      B-309     Limited Liability Company Agreement of ENCOAL OPCO, LLC                        Refer to footnote 1

      B-310     Certificate of Formation of BSPE Holdings, LLC

      B-311     Limited Liability Company Agreement of BSPE Holdings, LLC                      Refer to footnote 1

      B-312     Certificate of Formation of BSPE Limited, LLC

      B-313     Limited Liability Company Agreement of BSPE Limited, LLC                       Refer to footnote 1

      B-314     Articles of Organization of BSPE General, LLC

      B-315     Limited Liability Company Agreement of BSPE General, LLC                       Refer to footnote 1

      B-316     Certificate of Limited Partnership of BSPE, L.P.

      B-317     Limited Partnership Agreement of BSPE, L.P.                                    Refer to footnote 1

      B-318     Amended and Restated Certificate of Incorporation of U.S. Energy Biogas
                Corporation (formerly named Zahren Alternative Power Corporation)

      B-319     By-laws of U.S. Energy Biogas Corporation

      B-320     Certificate of Formation of Countryside Landfill Gasco., L.L.C.

      B-321     Limited Liability Company Agreement of Countryside Landfill Gasco., L.L.C.     Refer to footnote 1

      B-322     Certificate of Formation of Morris Gasco, L.L.C.

      B-323     Limited Liability Company Agreement of Morris Gasco, L.L.C.                    Refer to footnote 1

      B-324     Certificate of Limited Partnership of Brown County Landfill Gas Associates,
                L.P.

      B-325     Limited Partnership Agreement of Brown County Landfill Gas Associates, L.P.    Refer to footnote 1

      B-326     Certificate of Formation of Cinergy Solutions of Philadelphia, LLC

      B-327     Limited Liability Company Agreement of Cinergy Solutions of Philadelphia, LLC  Refer to footnote 1

      B-328     Certificate of Formation of CST Limited, LLC (formerly named CS Limited, LLC)

      B-329     Certificate of Amendment to Certificate of Formation of CST Limited, LLC (The
                sole purpose of the amendment was to change the name of CS Limited, LLC to
                CST Limited, LLC)

      B-330     Limited Liability Company Agreement of CST Limited, LLC                        Refer to footnote 1

      B-331     Articles of Organization of CST General, LLC

      B-332     Limited Liability Company Agreement of CST General, LLC                        Refer to footnote 1

      B-333     Agreement of Limited Partnership of CST Green Power, L.P.

      B-334     Limited Partnership Agreement of CST Green Power, L.P.                         Refer to footnote 1

      B-335     Certificate of Amendment of Certificate of Limited Partnership of South
                Houston Green Power, L.P. (formerly named Green Power, L.P.)

      B-336     Limited Partnership Agreement of South Houston Green Power, L.P. (formerly     Refer to footnote 1
                named Green Power, L.P.)

      B-337     Certificate of Formation of CSGP of Southeast Texas, LLC

      B-338     Limited Liability Company Agreement of CSGP of Southeast Texas, LLC            Refer to footnote 1

      B-339     Certificate of Formation of CSGP Limited, LLC

      B-340     Limited Liability Company Agreement of CSGP Limited, LLC                       Refer to footnote 1

      B-341     Articles of Organization of CSGP General, LLC

      B-342     Limited Liability Company Agreement of CSGP General, LLC                       Refer to footnote 1

      B-343     Certificate of Limited Partnership of CSGP Services, L.P.

      B-344     Limited Partnership Agreement of CSGP Services, L.P.                           Refer to footnote 1

      B-345     Certificate of Formation of Delta Township Utilities, LLC

      B-346     Limited Liability Company Agreement of Delta Township Utilities, LLC           Refer to footnote 1

      B-347     Certificate of Formation of Trigen-Cinergy Solutions of San Diego LLC

      B-348     Limited Liability Company Agreement of Trigen-Cinergy Solutions of San Diego   Refer to footnote 1
                LLC

      B-349     Certificate of Formation of Trigen-Cinergy Solutions of the Southeast LLC

      B-350     Limited Liability Company Agreement of Trigen-Cinergy Solutions of the         Refer to footnote 1
                Southeast LLC

      B-351     Articles of Organization of Environmental Wood Supply, LLC

      B-352     Limited Liability Company Agreement of Environmental Wood Supply, LLC          Refer to footnote 1

      B-353     Articles of Organization of St. Paul Cogeneration, LLC

      B-354     Limited Liability Company Agreement of St. Paul Cogeneration, LLC              Refer to footnote 1

      B-355     Certificate of Incorporation with respect to CGP Global Greece Holdings, SA

      B-356     Articles of Association of CGP Global Greece Holdings, SA

      B-357     Certificate of Incorporation with respect to Attiki Denmark ApS

      B-358     Articles of Association for Attiki Denmark ApS

      B-359     Certificate of Incorporation with respect to Attiki Gas Supply Company SA

      B-360     Articles of Incorporation of Attiki Gas Supply Company SA

      B-361     Certificate of Formation of Chandler Wind Partners, LLC

      B-362     Limited Liability Company Agreement of Chandler Wind Partners, LLC             Refer to footnote 1

      B-363     Certificate of Formation of eVent Resources Overseas I, LLC

      B-364     Limited Liability Company Agreement of eVent Resources Overseas I, LLC         Refer to footnote 1

      B-365     Certificate of Formation of Foote Creek IV, LLC and Certificate of Correction
                of Foote Creek IV, LLC

      B-366     Limited Liability Company Agreement of Foote Creek IV, LLC                     Refer to footnote 1

      B-367     Certificate of Incorporation of Cinergy Global Peetz Table I, Inc.

      B-368     By-laws of Cinergy Global Peetz Table I, Inc.

      B-369     Certificate of Incorporation with respect to Valoritzacions Agroramaderes les
                Garrigues, S.L.

      B-370     Articles of Association of Valoritzacions Agroramaderes les Garrigues, S.L.

      B-371     Certificate of Incorporation with respect to Cinergy Renovables Aragon, S.L.

      B-372     Articles of Association of Cinergy Renovables Aragon, S.L.

      B-373     Certificate of Incorporation with respect to San Juan de Bargas Eolica, S.L.

      B-374     Articles of Association of San Juan de Bargas Eolica, S.L.

      B-375     Certificate of Incorporation with respect to Tratamiento y Generacion de
                Energia S.L.

      B-376     Articles of Association of Tratamiento y Generacion de Energia S.L.

      B-377     Certificate of Incorporation with respect to Generacion y Abastecimiento de
                Energia, S.L.

      B-378     Articles of Association of Generacion y Abastecimiento de Energia, S.L.

      B-379     Certificate of Incorporation with respect to Intercambio de Derivados
                Porcinos, S.L.

      B-380     Articles of Association of Intercambio de Derivados Porcinos, S.L.

      B-381     Certificate of Incorporation with respect to Aplicaciones Industriales de
                energies limpias, S.L.

      B-382     Articles of Association of Aplicaciones Industriales de energies limpias, S.L.

      B-383     Certificate of Incorporation with respect to Cinergy Services Iberia, S.L.

      B-384     Articles of Association of Cinergy Services Iberia, S.L.

      B-385     Certificate of Incorporation with respect to Compania Productora de Energia
                para Consumo Interno, S.L.

      B-386     Articles of Association of Compania Productora de Energia para Consumo
                Interno, S.L.

      B-387     Certificate of Incorporation with respect to Elecdey Carcelen, S.A.

      B-388     Articles of Association of Elecdey Carcelen, S.A.

      B-389     Certificate of Incorporation with respect to Enrega, S.L.

      B-390     Articles of Association of Enrega, S.L.

      B-391     Certificate of Incorporation with respect to Procrisa Servicios, S.L.

      B-392     Articles of Association of Procrisa Servicios, S.L.

      B-393     Certificate of Incorporation with respect to Promociones y Servicios
                Hidraulicos, S.A.

      B-394     Articles of Association of Promociones y Servicios Hidraulicos, S.A.

      B-395     Certificate of Formation of eVent (Triple Point) LLC

      B-396     Limited Liability Company Agreement of eVent (Triple Point) LLC                Refer to footnote 1

      B-397     Certificate of Formation of emPowerNET, LLC

      B-398     Limited Liability Company Agreement of emPowerNET, LLC                         Refer to footnote 1

      B-399     Amended and Restated Certificate of Incorporation of Pentech Solutions, Inc.

      B-400     By-laws of Pentech Solutions, Inc.                                             Refer to footnote 1

      B-401     Restated Articles of Incorporation of Kreiss Johnson Technologies, Inc.

      B-402     By-laws of Kreiss Johnson Technologies, Inc.                                   Refer to footnote 1

      B-403     Amended and Restated Articles of Incorporation of Catalytic Solutions, Inc.

      B-404     By-laws of Catalytic Solutions, Inc.                                           Refer to footnote 1

      B-405     Certificate of Incorporation of Izoic, Inc.

      B-406     By-laws of Izoic, Inc.                                                         Refer to footnote 1

      B-407     Certificate of Formation of Cinergy Origination & Trade, LLC

      B-408     Limited Liability Company Agreement of Cinergy Origination & Trade, LLC        Refer to footnote 1

     (1)  The referenced agreement is with one or more unaffiliated third parties, contains sensitive, competitive
          information, and/or is subject to confidentiality restrictions.  Upon request, Cinergy will use its best
          efforts to make such agreement available to the SEC's staff.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents
indicated and made a part hereof.  Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

    C-1         Original Indenture (First Mortgage Bonds) dated September 1, 1939, between     Exhibit A-Part 3 in File
                PSI and The First National Bank of Chicago, as Trustee, and LaSalle National   No. 70-00258 and
                Bank, as successor Trustee.                                                    Supplemental Indenture
                                                                                               dated March 30, 1984.

    C-2         Twenty-fifth Supplemental Indenture between PSI and The First National Bank    File No. 2-62543
                of Chicago dated September 1, 1978.

    C-3         Thirty-fifth Supplemental Indenture between PSI and The First National Bank    PSI's 1984 Form 10-K in
                of Chicago dated March 30, 1984.                                               File No. 1-03543

    C-4         Forty-second Supplemental Indenture between PSI and LaSalle National Bank      PSI's 1988 Form 10-K in
                dated August 1, 1988.                                                          File No. 1-03543

    C-5         Forty-fourth Supplemental Indenture between PSI and LaSalle National Bank      PSI's 1990 Form 10-K in
                dated March 15, 1990.                                                          File No. 1-03543

    C-6         Forty-fifth Supplemental Indenture between PSI and LaSalle National Bank       PSI's 1990 Form 10-K in
                dated March 15, 1990.                                                          File No. 1-03543

    C-7         Forty-sixth Supplemental Indenture between PSI and LaSalle National Bank       PSI's 1991 Form 10-K in
                dated June 1, 1990.                                                            File No. 1-03543

    C-8         Forty-seventh Supplemental Indenture between PSI and LaSalle National Bank     PSI's 1991 Form 10-K in
                dated July 15, 1991.                                                           File No. 1-03543

    C-9         Forty-eighth Supplemental Indenture between PSI and LaSalle National Bank      PSI's 1992 Form 10-K in
                dated July 15, 1992.                                                           File No. 1-03543

    C-10        Forty-ninth Supplemental Indenture between PSI and LaSalle National Bank       PSI's 1992 Form 10-K in
                dated February 15, 1993.                                                       File No. 1-03543

    C-11        Fiftieth Supplemental Indenture between PSI and LaSalle National Bank dated    PSI's 1992 Form 10-K in
                February 15, 1993.                                                             File No. 1-03543

    C-12        Fifty-first Supplemental Indenture between PSI and LaSalle National Bank       PSI's 1993 Form 10-K in
                dated February 1, 1994.                                                        File No. 1-03543

    C-13        Fifty-second Supplemental Indenture between PSI and LaSalle National Bank, as  PSI's March 31, 1999, Form
                Trustee, dated April 30, 1999.                                                 10-Q in File No. 1-03543

    C-14        Identure (Secured Medium-term Notes, Series A), dated July 15, 1991, between   PSI's Form 10-K/A,
                PSI and LaSalle National Bank, as Trustee.                                     Amendment No. 2, dated July
                                                                                               15, 1993, in File No.
                                                                                               1-03543

    C-15        Identure (Secured Medium-term Notes, Series B), dated July 15, 1992, between   PSI's Form 10-K/A,
                PSI and LaSalle National Bank, as Trustee.                                     Amendment No. 2, dated July
                                                                                               15, 1993, in File No.
                                                                                               1-03543

    C-16        Loan Agreement between PSI and the City of Princeton, Indiana dated as of      PSI's September 30, 1996,
                November 7, 1996.                                                              Form 10-Q in File No.
                                                                                               1-03543

    C-17        Loan Agreement between PSI and the City of Princeton, Indiana dated as of      Cinergy's 1996 Form 10-K in
                February 1, 1997.                                                              File No. 1-11377

    C-18        Indenture dated November 15, 1996, between PSI and The Fifth Third Bank, as    Cinergy's 1996 Form 10-K in
                Trustee.                                                                       File No. 1-11377

    C-19        First Supplemental Indenture dated November 15, 1996, between PSI and The      Cinergy's 1996 Form 10-K in
                Fifth Third Bank, as Trustee.                                                  File No. 1-11377

    C-20        Third Supplemental Indenture dated as of March 15, 1998, between PSI and The   PSI's 1997 Form 10-K in
                Fifth Third Bank, as Trustee.                                                  File No. 1-03543

    C-21        Fourth Supplemental Indenture dated as of August 5, 1998, between PSI and The  PSI's June 30, 1998 Form
                Fifth Third Bank, as Trustee.                                                  10-Q in File No. 1-03543

    C-22        Fifth Supplemental Indenture dated as of December 15, 1998, between PSI and    PSI's 1998 Form 10-K in
                The Fifth Third Bank, as Trustee.                                              File No. 1-03543

    C-23        Sixth Supplemental Indenture dated as of April 30, 1999, between PSI and       PSI's March 31, 1999, Form
                Fifth Third Bank, as Trustee.                                                  10-Q in File No. 1-03543

    C-24        Seventh Supplemental Indenture dated as of October 20, 1999, between PSI and   PSI's September 30, 1999,
                Fifth Third Bank, as Trustee.                                                  Form 10-Q in File No.
                                                                                               1-03543

    C-25        Unsecured Promissory Note dated as of October 14, 1998, between PSI and the    PSI's 1998 Form 10-K in
                Rural Utilities Service.                                                       File No. 1-03543

    C-26        Loan Agreement between PSI and the Indiana Development Finance Authority       PSI's June 30 1998, Form
                dated as of July 15, 1998.                                                     10-Q in File No. 1-03543

    C-27        Loan Agreement between PSI and the Indiana Development Finance Authority       PSI's June 30, 2000 Form
                dated as of May 1, 2000.                                                       10-Q in File No. 1-03543

    C-28        Original Indenture (First Mortgage Bonds) between CG&E and The Bank of New     CG&E's Registration
                York (as Trustee) dated as of August 1, 1936.                                  Statement No. 2-02374

    C-29        Fourteenth Supplemental Indenture between CG&E and The Bank of New York dated  CG&E's Registration
                as of November 2, 1972.                                                        Statement No. 2-60961

    C-30        Thirty-third Supplemental Indenture between CG&E and The Bank of New York      CG&E's Registration
                dated as of September 1, 1992.                                                 Statement No. 33-53578

    C-31        Thirty-fourth Supplemental Indenture between CG&E and The Bank of New York     CG&E's September 30, 1993,
                dated as of October 1, 1993.                                                   Form 10-Q in File No.
                                                                                               1-01232

    C-32        Thirty-fifth Supplemental Indenture between CG&E and The Bank of New York      CG&E's Registration
                dated as of January 1, 1994.                                                   Statement No. 33-52335

    C-33        Thirty-sixth Supplemental Indenture between CG&E and The Bank of New York      CG&E's Registration
                dated as of February 15, 1994.                                                 Statement No. 33-52335

    C-34        Thirty-seventh Supplemental Indenture between CG&E and The Bank of New York    Cinergy's 1996 Form 10-K in
                dated as of October 14, 1996.                                                  File No. 1-11377

    C-35        Loan Agreement between CG&E and the County of Boone, Kentucky dated as of      CG&E's 1984 Form 10-K in
                February 1, 1985.                                                              File No. 1-01232

    C-36        Repayment Agreement between CG&E and The Dayton Power and Light Company dated  CG&E's 1992 Form 10-K in
                as of December 23, 1992.                                                       File No. 1-01232

    C-37        Loan Agreement between CG&E and the County of Boone, Kentucky dated as of      CG&E's 1993 Form 10-K in
                January 1, 1994.                                                               File No. 1-01232

    C-38        Loan Agreement between CG&E and the State of Ohio Air Quality Development      CG&E's 1985 Form 10-K in
                Authority dated as of December 1, 1985.                                        File No. 1-01232

    C-39        Loan Agreement between CG&E and the State of Ohio Air Quality Development      CG&E's September 30, 1995,
                Authority dated as of September 13, 1995.                                      Form 10-Q in File No.
                                                                                               1-01232

    C-40        Loan Agreement between CG&E and the State of Ohio Water Development Authority  CG&E's 1993 Form 10-K in
                dated as of January 1, 1994.                                                   File No. 1-01232

    C-41        Loan Agreement between CG&E and the State of Ohio Air Quality Development      CG&E's 1993 Form 10-K in
                Authority dated as of January 1, 1994.                                         File No. 1-01232

    C-42        Original Indenture (Unsecured Debt Securities) between CG&E and The Fifth      CG&E's Form 8-A dated July
                Third Bank dated as of May 15, 1995.                                           24, 1995, in File No.
                                                                                               1-01232

    C-43        First Supplemental Indenture between CG&E and The Fifth Third Bank dated as    CG&E's June 30, 1995, Form
                of June 1, 1995.                                                               10-Q in File No. 1-01232

    C-44        Second Supplemental Indenture between CG&E and The Fifth Third Bank dated as   CG&E's Form 8-A dated July
                of June 30, 1995.                                                              24, 1995 in File No. 1-01232

    C-45        Third Supplemental Indenture between CG&E and The Fifth Third Bank dated as    CG&E's September 30, 1997,
                of October 9, 1997.                                                            Form 10-Q in File No.
                                                                                               1-01232

    C-46        Fourth Supplemental Indenture between CG&E and The Fifth Third Bank dated as   CG&E's March 31, 1998, Form
                of April 1, 1998.                                                              10-Q in File No. 1-01232

    C-47        Fifth Supplemental Indenture between CG&E and The Fifth Third Bank dated as    CG&E's June 30, 1998, Form
                of June 9, 1998.                                                               10-Q in File No. 1-01232

    C-48        Original Indenture (First Mortgage Bonds) between ULH&P and The Bank of New    ULH&P's Registration
                York dated as of February 1, 1949.                                             Statement No. 2-07793

    C-49        Fifth Supplemental Indenture between ULH&P and The Bank of New York dated as   CG&E's Registration
                of January 1, 1967.                                                            Statement No. 2-60961

    C-50        Thirteenth Supplemental Indenture between ULH&P and The Bank of New York       ULH&P's 1992 Form 10-K in
                dated as of August 1, 1992.                                                    File No. 2-07793

    C-51        Original Indenture (Unsecured Debt Securities) between ULH&P and The Fifth     ULH&P's June 30, 1995, Form
                Third Bank dated as of July 1, 1995.                                           10-Q in File No. 2-07793

    C-52        First Supplemental Indenture between ULH&P and The Fifth Third Bank dated as   ULH&P's June 30, 1995, Form
                of July 15, 1995.                                                              10-Q in File No. 2-07793

    C-53        Second Supplemental Indenture between ULH&P and The Fifth Third Bank dated as  ULH&P's March 31, 1998 Form
                of April 30, 1998.                                                             10-Q in File No. 2-07793

    C-54        Third Supplemental Indenture between ULH&P and The Fifth Third Bank dated as   ULH&P's 1998 Form 10-K in
                of December 8, 1998.                                                           File No. 2-07793

    C-55        Fourth Supplemental Indenture between ULH&P and The Fifth Third Bank, as       ULH&P's September 30, 1999,
                Trustee, dated as of September 17, 1999.                                       Form 10-Q in
                                                                                               File No. 2-07793

    C-56        Base Indenture dated as of October 15, 1998, between Global Resources and The  Cinergy's September 30,
                Fifth Third Bank, as Trustee.                                                  1998, Form 10-Q in
                                                                                               File No. 1-11377

    C-57        First Supplemental Indenture dated as of October 15, 1998, between Global      Cinergy's September 30,
                Resources and The Fifth Third Bank, as Trustee.                                1998, Form 10-Q in
                                                                                               File No. 1-11377

    C-58        Indenture dated as of December 16, 1998, between Cinergy and The Fifth Third   Cinergy's 1998 Form 10-K in
                Bank.                                                                          File No. 1-11377

    C-59        Indenture between Cinergy and The Fifth Third Bank, as Trustee, dated as of    Cinergy's March 31, 1999,
                April 15, 1999.                                                                Form 10-Q in File No.
                                                                                               1-11377

    C-60        Agreement for Puchase and Sale of Assets, dated March 31, 1994, by and         Cinergy's Form U5B filed
                between Columbia Gas as Seller and KO Transmission as Buyer.                   January 23, 1995

    C-61        Agreement for Purchase and Sale of Line AM-4, dated March 31, 1994, by and     Cinergy's Form U5B filed
                between Columbia Gas as Seller and KO Transmission as Buyer.                   January 23, 1995

    C-62        Rights Agreement between Cinergy and The Fifth Third Bank, as Rights Agent,    Cinergy's Registration
                dated October 16, 2000.                                                        Statement on Form 8-A dated
                                                                                               October 16, 2000 in File
                                                                                               No. 1-11377

    C-63        Fifty-third Supplemental Indenture between PSI and LaSalle National Bank       Cinergy's June 30, 2001,
                dated June 15, 2001.                                                           Form 10-Q in File No.
                                                                                               1-11377

    C-64        Loan Agreement between CG&E and the State of Ohio Air Quality Development      Cinergy's September 30,
                Authority dated August 1, 2001.                                                2001, Form 10-Q in File No.
                                                                                               1-11377

    C-65        Indenture between Cinergy and The Fifth Third Bank, as Trustee, dated          Cinergy's September 30,
                September 12, 2001.                                                            2001, Form 10-Q in File No.
                                                                                               1-11377

    C-66        First Supplemental Indenture between Cinergy and The Fifth Third Bank, as      Cinergy's September 30,
                Trustee, dated September 12, 2001.                                             2001, Form 10-Q in File No.
                                                                                               1-11377

    C-67        Second Supplemental Indenture, dated December 18, 2001, between Cinergy and    Cinergy's Form 8-K,
                The Fifth Third Bank, as Trustee.                                              December 19, 2001 in File
                                                                                               No. 1-11377

    C-68        Purchase Contract Agreement, dated December 18, 2001, between Cinergy and The  Cinergy's Form 8-K,
                Bank of New York, as Purchase Contract Agent.                                  December 19, 2001 in File
                                                                                               No. 1-11377

    C-69        Pledge Agreement, dated December 18, 2001, among Cinergy, JP Morgan Chase      Cinergy's Form 8-K,
                Bank, as Collateral Agent, Custodial Agent and Securities Intermediary, and    December 19, 2001 in File
                The Bank of New York, as Purchase Contract Agent.                              No. 1-11377

    C-70                                                                                       Cinergy's March 31, 2001,
                Thirty-eighth Supplemental Indenture between CG&E and The Bank of New York     Form 10-Q in File No.
                dated as of February 1, 2001.                                                  1-11377

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents
indicated and made a part hereof.  Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

    D-1       Amended Agreement between Cinergy and subsidiary companies for filing          Filed pursuant to Rule
              consolidated income tax returns and for allocation of consolidated income tax  104(b)
              liabilities and benefits

    D-2       Schedule detailing reallocation of 2001 taxes in accordance with agreement     Filed pursuant to Rule
              filed as Exhibit D-1                                                           104(b)

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents
indicated and made a part hereof.  Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

    F-1         Consolidating Financial Statements of Cinergy for 2001                         Filed pursuant to Rule
                                                                                               104(b)

    F-2         Consolidating Financial Statements of CG&E for 2001                            Filed pursuant to Rule
                                                                                               104(b)

    F-3         Consolidating Financial Statements of Investments for 2001                     Filed pursuant to Rule
                                                                                               104(b)

    F-4         Financial Statements of Cadence Network for 2001                               Filed pursuant to Rule
                                                                                               104(b)

    F-5         Consolidating Financial Statements of Capital & Trading for 2001               Refer to footnote 1

    F-6         Financial Statements of Brownsville Power I, LLC for 2001                      Refer to footnote 1

    F-7         Financial Statements of Caledonia Power I, LLC for 2001                        Refer to footnote 1

    F-8         Financial Statements of CinCap IV, LLC for 2001                                Filed pursuant to Rule
                                                                                               104(b)

    F-8         Financial Statements of CinCap V, LLC for 2001                                 Filed pursuant to Rule
                                                                                               104(b)

    F-9         Consolidating Financial Statements of CinCap VIII for 2001                     Refer to footnote 1

    F-10        Financial Statements of CinCap VII, LLC for 2001                               Refer to footnote 1

    F-11        Financial Statements of CinCap Madison, LLC for 2001                           Refer to footnote 1

    F-12        Financial Statements of CinPower I, LLC for 2001                               Filed pursuant to Rule
                                                                                               104(b)

    F-13        Financial Statements of Cinergy Canada, Inc. for 2001                          Refer to footnote 1

    F-14        Financial Statements of Marketing & Trading for 2001                           Refer to footnote 1

    F-15        Financial Statements of Cinergy Transportation, LLC for 2001                   Refer to footnote 1

    F-16        Financial Statements of Q-Comm Corporation for 2001                            Filed pursuant to Rule
                                                                                               104(b)

    F-17        Financial Statements of Lattice Communications, LLC for 2001                   Filed pursuant to Rule
                                                                                               104(b)

    F-18        Consolidating Financial Statements of Solutions Holding for 2001               Filed pursuant to Rule
                                                                                               104(b)

    F-19        Consolidating Financial Statements of 3036243 Nova Scotia Company for 2001     Filed pursuant to Rule
                                                                                               104(b)

    F-20        Consolidating Financial Statements of Vestar, Inc. for 2001                    Filed pursuant to Rule
                                                                                               104(b)

    F-21        Financial Statements of Keen Rose Technology Group Limited for 2001            Filed pursuant to Rule
                                                                                               104(b)

    F-21        Financial Statements of Optimira Controls, Inc. for 2001                       Filed pursuant to Rule
                                                                                               104(b)

    F-22        Consolidating Financial Statements of Solutions for 2001                       Filed pursuant to Rule
                                                                                               104(b)

    F-23        Financial Statements of Cinergy Energy Solutions, Inc. for 2001                Filed pursuant to Rule
                                                                                               104(b)

    F-24        Financial Statements of U.S. Energy Biogas Corporation for 2001                Filed pursuant to Rule
                                                                                               104(b)

    F-25        Financial Statements of Countryside Landfill Gasco., L.L.C. for 2001           Filed pursuant to Rule
                                                                                               104(b)

    F-25        Financial Statements of Morris Gasco, L.L.C. for 2001                          Filed pursuant to Rule
                                                                                               104(b)

    F-25        Financial Statements of Brown County Landfill Gas Associates, L.P. for 2001    Filed pursuant to Rule
                                                                                               104(b)

    F-26        Financial Statements of South Houston Green Power, L.P. for 2001               Filed pursuant to Rule
                                                                                               104(b)

    F-27        Financial Statements of CSGP Limited, LLC for 2001                             Filed pursuant to Rule
                                                                                               104(b)

    F-27        Financial Statements of CSGP General, LLC for 2001                             Filed pursuant to Rule
                                                                                               104(b)

    F-27        Financial Statements of CSGP Services, L.P. for 2001                           Filed pursuant to Rule
                                                                                               104(b)

    F-28        Financial Statements of Oklahoma Arcadian Utilities, LLC for 2001              Filed pursuant to Rule
                                                                                               104(b)

    F-28        Financial Statements of Shreveport Red River Utilities, LLC for 2001           Filed pursuant to Rule
                                                                                               104(b)

    F-29        Financial Statements of Delta Township Utilities, LLC for 2001                 Filed pursuant to Rule
                                                                                               104(b)

    F-29        Financial Statements of Energy Equipment Leasing LLC for 2001                  Filed pursuant to Rule
                                                                                               104(b)

    F-29        Financial Statements of Trigen-Cinergy Solutions LLC for 2001                  Filed pursuant to Rule
                                                                                               104(b)

    F-29        Financial Statements of Trigen-Cinergy Solutions of Ashtabula LLC for 2001     Filed pursuant to Rule
                                                                                               104(b)

    F-29        Financial Statements of Trigen-Cinergy Solutions of Baltimore LLC for 2001     Filed pursuant to Rule
                                                                                               104(b)

    F-29        Financial Statements of Trigen-Cinergy Solutions of Boca Raton, LLC for 2001   Filed pursuant to Rule
                                                                                               104(b)

    F-30        Financial Statements of Trigen-Cinergy Solutions of Cincinnati LLC for 2001    Filed pursuant to Rule
                                                                                               104(b)

    F-30        Financial Statements of Trigen-Cinergy Solutions of College Park, LLC for 2001 Filed pursuant to Rule
                                                                                               104(b)

    F-30        Financial Statements of Trigen-Cinergy Solutions of Lansing LLC for 2001       Filed pursuant to Rule
                                                                                               104(b)

    F-30        Financial Statements of Trigen/Cinergy - USFOS of Lansing LLC for 2001         Filed pursuant to Rule
                                                                                               104(b)

    F-30        Financial Statements of Trigen-Cinergy Solutions of Orlando LLC for 2001       Filed pursuant to Rule
                                                                                               104(b)

    F-30        Financial Statements of Trigen-Cinergy Solutions of Owings Mills LLC for 2001  Filed pursuant to Rule
                                                                                               104(b)

    F-31        Financial Statements of Trigen-Cinergy Solutions of Rochester LLC for 2001     Filed pursuant to Rule
                                                                                               104(b)

    F-31        Financial Statements of Trigen-Cinergy Solutions of Silver Grove LLC for 2001  Filed pursuant to Rule
                                                                                               104(b)

    F-31        Financial Statements of Environmental Wood Supply, LLC for 2001                Filed pursuant to Rule
                                                                                               104(b)

    F-31        Financial Statements of St. Paul Cogeneration LLC for 2001                     Filed pursuant to Rule
                                                                                               104(b)

    F-31        Financial Statements of Trigen-Cinergy Solutions of Tuscola, LLC for 2001      Filed pursuant to Rule
                                                                                               104(b)

    F-32        Financial Statements of Reliant for 2001                                       Refer to footnote 1

    F-33        Financial Statements of MP Acquisitions Corp., Inc. for 2001                   Refer to footnote 1

    F-34        Financial Statements of Miller Pipeline for 2001                               Refer to footnote 1

    F-35        Consolidating Financial Statements of Global Resources for 2001                Filed pursuant to Rule
                                                                                               104(b)

    F-36        Consolidating Financial Statements of Global Power for 2001                    Filed pursuant to Rule
                                                                                               104(b)

    F-37        Financial Statements of Attiki Gas Supply Company SA for 2001                  Refer to footnote 1

    F-38        Financial Statements of Chandler Wind Partners, LLC for 2001                   Refer to footnote 1

    F-39        Financial Statements of Cinergy Global Ely, Inc. for 2001                      Refer to footnote 1

    F-40        Financial Statements of EPR Ely Limited for 2001                               Refer to footnote 1

    F-41        Financial Statements of Anglian Straw Limited for 2001                         Refer to footnote 1

    F-42        Financial Statements of Anglian Ash Limited for 2001                           Refer to footnote 1

    F-43        Financial Statements of eVent Resources Overseas I, LLC for 2001               Filed pursuant to Rule
                                                                                               104(b)

    F-44        Financial Statements of Foote Creek III, LLC for 2001                          Refer to footnote 1

    F-45        Financial Statements of Foote Creek II, LLC for 2001                           Refer to footnote 1

    F-46        Financial Statements of Foote Creek IV, LLC for 2001                           Refer to footnote 1

    F-47        Financial Statements of Cinergy Global Trading Limited for 2001                Refer to footnote 1

    F-48        Financial Statements of Commercial Electricity Supplies Limited for 2001       Refer to footnote 1

    F-49        Financial Statements of UK Electric Power Limited for 2001                     Refer to footnote 1

    F-50        Financial Statements of San Gorgonio Westwinds II, LLC for 2001                Refer to footnote 1

    F-51        Consolidating Financial Statements of Holdings B.V. for 2001                   Filed pursuant to Rule
                                                                                               104(b)

    F-52        Financial Statements of Copperbelt for 2001                                    Refer to footnote 1

    F-53        Financial Statements of EOS I for 2001                                         Refer to footnote 1

    F-54        Financial Statements of EOS II for 2001                                        Refer to footnote 1

    F-55        Consolidating Financial Statements of Hydro B.V. for 2001                      Filed pursuant to Rule
                                                                                               104(b)

    F-56        Financial Statements of Cinergy Renovables Ibericas, S.A. for 2001             Refer to footnote 1

    F-57        Financial Statements of Cinergy Global Power Iberia, S.A. for 2001             Refer to footnote 1

    F-58        Financial Statements of Desarrollos Eolico El Aguila, S.A. for 2001            Refer to footnote 1

    F-59        Financial Statements of Ascoy for 2001                                         Refer to footnote 1

    F-60        Financial Statements of EoloCrisa, S.L. for 2001                               Refer to footnote 1

    F-61        Financial Statements of Corporacion Eolica, S.L. for 2001                      Refer to footnote 1

    F-62        Financial Statements of Compania Eolica Aragonesa, S.A. for 2001               Refer to footnote 1

    F-63        Financial Statements of Northeolic Pico Gallo, S.L. for 2001                   Refer to footnote 1

    F-64        Financial Statements of Narva for 2001                                         Refer to footnote 1

    F-65        Consolidating Financial Statements of Cinergy Global Resources 1 B.V. for 2001 Filed pursuant to Rule
                                                                                               104(b)

    F-66        Financial Statements of Cinergy Global Polska Sp. Z o.o. for 2001              Refer to footnote 1

    F-67        Financial Statements of Cinergy Global Resources 1 Sp. Z o.o. for 2001         Refer to footnote 1

    F-68        Financial Statements of Cinergy Global Resources a.s. for 2001                 Refer to footnote 1

    F-69        Financial Statements of Desebro for 2001                                       Refer to footnote 1

    F-70        Financial Statements of Egoli Gas (Proprietary) Limited for 2001               Refer to footnote 1

    F-71        Financial Statements of Cinergy Global (Cayman) Holdings, Inc. for 2001        Refer to footnote 1

    F-72        Financial Statements of Tsavo Power Company Limited for 2001                   Refer to footnote 1

    F-73        Financial Statements of CZECHPOL ENERGY spol, s.r.o. for 2001                  Refer to footnote 1

    F-74        Financial Statements of ZAT Dneproline for 2001                                Refer to footnote 1

    F-75        Financial Statements of E-line Czech, s.r.o. for 2001                          Refer to footnote 1

    F-76        Financial Statements of E-line AG for 2001                                     Refer to footnote 1

    F-77        Financial Statements of S-line s.r.o. for 2001                                 Refer to footnote 1

    F-78        Financial Statements of DP Czechpol Energy Invest for 2001                     Refer to footnote 1

    F-79        Financial Statements of MEAS Brno, a.s. for 2001                               Refer to footnote 1

    F-80        Financial Statements of PEAS Praha, a.s. for 2001                              Refer to footnote 1

    F-81        Financial Statements of Moravia Energo for 2001                                Refer to footnote 1

    F-82        Financial Statements of Cinergy Global Power Africa (Proprietary) Limited for  Refer to footnote 1
                2001

    F-83        Consolidating Financial Statements of CinTec for 2001                          Filed pursuant to Rule
                                                                                               104(b)

    F-84        Consolidating Financial Statements of CinTec I LLC for 2001                    Filed pursuant to Rule
                                                                                               104(b)

    F-85        Financial Statements of eVent (Triple Point) LLC for 2001                      Filed pursuant to Rule
                                                                                               104(b)

    F-86        Consolidating Financial Statements of Cinergy Technologies for 2001            Filed pursuant to Rule
                                                                                               104(b)

    F-87        Financial Statements of Pentech Solutions, Inc. for 2001                       Refer to footnote 2

    F-88        Financial Statements of Kreiss Johnson Technologies, Inc. for 2001             Refer to footnote 2

    F-89        Financial Statements of Catalytic Solutions, Inc. for 2001                     Refer to footnote 2

    F-90        Financial Statements of Izoic, Inc. for 2001                                   Refer to footnote 2

    F-91        Consolidating Financial Statements of Wholesale Energy for 2001                Filed pursuant to Rule
                                                                                               104(b)

    F-92        Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the 2001 FERC Form No. 1 of CG&E

    F-93        Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the 2001 Public Utilities Commission of Ohio (PUCO)
                Annual Report Supplement to FERC Form No. 1 of CG&E

    F-94        Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the 2001 PUCO FERC Form No. 2 of CG&E

    F-95        Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the 2001 FERC Form No. 1 of PSI and the 2001 Indiana
                Utility Regulatory Commission (IURC) FERC Form No. 1 of PSI

    F-96        Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the FERC Form No. 1 and FERC Form No. 2 of ULH&P

    F-97        Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the 2001 Kentucky Public Service Commission FERC Form
                No. 1 and FERC Form No. 2 of ULH&P

    F-98        Classified plant accounts and related depreciation or amortization reserve     Filed under cover of Form SE
                schedules included in the 2001 Annual Report of Lawrenceburg to the IURC

    F-99        The 2001 FERC Form No. 2-A for KO Transmission                                 Filed under cover of Form SE

    F-100       The 2001 Annual Report of Trigen-Cinergy Solutions of Cincinnati LLC to the    Filed under cover of Form SE
                PUCO

     (1) Cinergy has not obtained complete financial statements for this entity as of December 31, 2001, and therefore
         it is not in a position to provide the financial statements.  Cinergy will amend this annual report with the
         Commission at such time this information is available.

     (2) Cinergy has not provided financial statements for this entity because they are subject to confidentiality
         restrictions with third parties.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents
indicated and made a part hereof.  Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

       G        Organizational chart showing relationship of EWGs and FUCOs to other system
                companies

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents
indicated and made a part hereof.  Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                               Previously Filed as
 Designation                                        Nature of Exhibit                                        Exhibit to:
 -----------                                        -----------------                                        -----------

      H-1         Financial Statements of Brownsville Power I, LLC for the year ended December 31, 2001    Refer to footnote 1

      H-2         Financial Statements of Caledonia Power I, LLC for the year ended December 31, 2001      Refer to footnote 1

      H-3         Financial Statements of CinCap VII, LLC for the year ended December 31, 2001             Refer to footnote 1

      H-4         Financial Statements of CinCap Madison, LLC for the year ended December 31, 2001         Refer to footnote 1

      H-5         Financial Statements of Chandler Wind Partners, LLC for the year ended December 31, 2001 Refer to footnote 1

      H-6         Financial Statements of Cinergy Global Ely, Inc. for the year ended December 31, 2001    Refer to footnote 1

      H-7         Financial Statements of Foote Creek III, LLC for the year ended December 31, 2001        Refer to footnote 1

      H-8         Financial Statements of Foote Creek II, LLC for the year ended December 31, 2001         Refer to footnote 1

      H-9         Financial Statements of Foote Creek IV, LLC for the year ended December 31, 2001         Refer to footnote 1

      H-10        Financial Statements of Cinergy Global Power (UK) Limited for the year ended December    Refer to footnote 1
                  31, 2001

      H-11        Financial Statements of Cinergy Renovables Ibericas, S.A. for the year ended December    Refer to footnote 1
                  31, 2001

      H-12        Financial Statements of Narva for the year ended December 31, 2001                       Refer to footnote 1

      H-13        Financial Statements of Teplarny for the year ended December 31, 2001                    Refer to footnote 1

      H-14        Financial Statements of Energetika for the year ended December 31, 2001                  Refer to footnote 1

      H-15        Financial Statements of Cinergetika for the year ended December 31, 2001                 Refer to footnote 1

      H-16        Financial Statements of Chropyne for the year ended December 31, 2001                    Refer to footnote 1

      H-17        Financial Statements of Egoli Gas (Proprietary) Limited for the year ended December 31,  Refer to footnote 1
                  2001

      H-18        Financial Statements of CZECHPOL ENERGY spol, s.r.o. for the year ended December 31, 2001Refer to footnote 1

    (1) Cinergy has not obtained complete financial statements for this entity as of December 31, 2001, and therefore it is
        not in a position to provide the 2001 financial statements.  Cinergy will amend this annual report with the
        Commission at such time this information is available.

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents
indicated and made a part hereof.  Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

       I        Response to Item 1                                                             Filed pursuant to Rule
                                                                                               104(b)

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)

The documents listed below are being filed or have previously been filed and are incorporated herein by reference from the documents
indicated and made a part hereof.  Exhibits not identified as previously filed are filed herewith:

   Exhibit                                                                                        Previously Filed as
 Designation                                  Nature of Exhibit                                       Exhibit to:
 -----------                                  -----------------                                       -----------

       J        Response to Item 9, Part I (b) and (c) and Part III for all EWGs and FUCOs     Filed pursuant to Rule
                                                                                               104(b)

SIGNATURE

Each undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

CINERGY CORP.


                       By:   /s/        Wendy L. Aumiller
                            ----------------------------------

                                    Acting Treasurer


Date:  April 30, 2002
EX-99 3 b-274.htm CERTIFICATE OF TRUST CC FUNDING TRUST I CC Funding Trust I 
                              CERTIFICATE OF TRUST
                                       OF
                               CC FUNDING TRUST I



     THIS CERTIFICATE OF TRUST of CC Funding Trust I (the "Trust"),  dated as of
November  27, 2001,  is being duly  executed  and filed by the  undersigned,  as
trustees,  with  the  Secretary  of State of the  State  of  Delaware  to form a
business  trust under the Delaware  Business  Trust Act (12 Del.  Codess.3801 et
seq.).

     1. Name.  The name of the business trust being formed hereby is "CC Funding
Trust I."

     2. Delaware  Trustee.  The name and business  address of the trustee of the
Trust  with a  principal  place of  business  in the  State of  Delaware  are as
follows:  The Bank of New York  (Delaware),  700 White Clay  Center,  Route 273,
Newark, DE 19711.

     3. Effective Date. This Certificate of Trust shall be effective at the time
of its filing with the Secretary of State of the State of Delaware.

     4.  Counterparts.  This Certificate of Trust may be executed in one or more
counterparts.


         IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust at the time of filing of this Certificate of Trust, have executed this
Certificate of Trust as of the date first above written.


                               THE BANK OF NEW YORK
                                 (DELAWARE),
                               as Delaware Trustee


                              By:       /s/ WILLIAM T. LEWIS
                                        ------------------------------
                                        Name:  WILLIAM T. LEWIS, SVP
                                        Title:



                               THE BANK OF NEW YORK
                               as Property Trustee


                              By:       /s/ PAUL J. SCHMALZEL
                                        ------------------------------
                                        Name:  Paul J. Schmalzel
                                        Title:    Vice President



                               WENDY L. AUMILLER,
                               as Administrative Trustee

                              By:       /s/ WENDY L. AUMILLER
                                        ------------------------------
EX-99 4 b-275.htm CERT OF FORM CPI ALLOWANCE MANAGEMENT, LLC CoF CPI Allowance Management 
                            CERTIFICATE OF FORMATION

                                       OF

                          CPI Allowance Management, LLC


     This  Certificate  of  Formation  of CPI  Allowance  Management,  LLC  (the
"Company"),  is  being  duly  executed  and  filed  by  the  undersigned,  as an
authorized  person,  to form a limited  liability  company  under  the  Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), 6 Del. C.ss.ss.18-101, et seq.

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                          CPI Allowance Management, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company,  1209 Orange  Street,  Wilmington,  New Castle County,  Delaware,
19801,  or such other  location as the Company by consent shall  determine.  The
initial registered agent of the Company shall be: The Corporation Trust Company,
1209 Orange Street,  Wilmington,  New Castle County,  Delaware,  19801,  or such
other location as the Company by consent shall determine.  Either the registered
office or the registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

     In Witness  Whereof,  the  undersigned  has executed  this  Certificate  of
Formation on this 28th day of November, 2001.



                                                                  Cecilia Temple
                                                                  --------------
                                                               Authorized Person
EX-99 5 b-277.htm CERT OF FORM CPI INVESTMENTS, LLC CoF CPI Investments LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                              CPI Investments, LLC


     This Certificate of Formation of CPI Investments,  LLC (the "Company"),  is
being duly executed and filed by the undersigned,  as an authorized  person,  to
form a limited  liability  company under the Delaware Limited  Liability Company
Act  (as the  same  may be  amended  from  time  to  time,  the  "Act"),  6 Del.
C.ss.ss.18-101, et seq.

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                              CPI Investments, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company,  1209 Orange  Street,  Wilmington,  New Castle County,  Delaware,
19801,  or such other  location as the Company by consent shall  determine.  The
initial registered agent of the Company shall be: The Corporation Trust Company,
1209 Orange Street,  Wilmington,  New Castle County,  Delaware,  19801,  or such
other location as the Company by consent shall determine.  Either the registered
office or the registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

     In Witness  Whereof,  the  undersigned  has executed  this  Certificate  of
Formation on this 14th day of December, 2001.



                                                                  Cecilia Temple
                                                                  --------------
                                                               Authorized Person
EX-99 6 b-279.htm A & R CERT OF FORM BROWNSVILLE POWER I, LLC Brownsville Power I LLC 
                              AMENDED AND RESTATED

                            CERTIFICATE OF FORMATION

                                       OF

                           BROWNSVILLE POWER I, L.L.C.


     This Amended and Restated  Certificate of Formation of Brownsville Power I,
L.L.C. (the "Company"), dated June 18, 2001, is being duly executed and filed by
Michael J.  Cyrus,  a person  authorized  by  resolution  of  Cinergy  Capital &
Trading,  Inc., a Delaware corporation,  as Sole Member of the Company, to amend
and restate the  Certificate of Formation of the Company filed on July 13, 1998,
as amended and restated on December 22, 1998, as further amended and restated on
May 21, 1999, and amended on February 2, 2001, in accordance with Section 18-208
of the Delaware Limited  Liability  Company Act (as the same may be amended from
time to time).

                                    ARTICLE I

                                      NAME

             The name of the Company is Brownsville Power I, L.L.C.


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights  which a limited  liability  company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Amended and
Restated Certificate of Formation on this 18th day of June 2001.


                            Cinergy Capital & Trading, Inc., Sole Member of
                            Brownsville Power I, L.L.C.


                            /s/ Michael J. Cyrus
                            --------------------
                            Michael J. Cyrus
                            President
EX-99 7 b-281.htm A & R CERT OF FORM CALEDONIA POWER I, LLC Caldonia Power I LLC 
                              AMENDED AND RESTATED

                            CERTIFICATE OF FORMATION

                                       OF

                            CALEDONIA POWER I, L.L.C.


     This Amended and Restated  Certificate  of Formation of Caledonia  Power I,
L.L.C. (the "Company"), dated June 18, 2001, is being duly executed and filed by
Michael J.  Cyrus,  a person  authorized  by  resolution  of  Cinergy  Capital &
Trading,  Inc., a Delaware corporation,  as Sole Member of the Company, to amend
and restate the  Certificate of Formation of the Company filed on July 13, 1998,
as amended  and  restated  on  December  22,  1998,  and as further  amended and
restated on May 21, 1999,  in  accordance  with  Section  18-208 of the Delaware
Limited Liability Company Act (as the same may be amended from time to time).

                                    ARTICLE I

                                      NAME

              The name of the Company is Caledonia Power I, L.L.C.


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights  which a limited  liability  company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Amended and
Restated Certificate of Formation on this 18th day of June 2001.


                             Cinergy Capital & Trading, Inc., Sole Member of
                             Caledonia Power I, L.L.C.


                             /s/ Michael J. Cyrus
                             --------------------
                             Michael J. Cyrus
                             President
EX-99 8 b-283.htm CERT OF FORM CINCAP - CHIPPEWA, LLC CoF CinCap-Chippewa LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                             CinCap - Chippewa, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                             CinCap - Chippewa, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").



                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights,  which a limited  liability company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 27th day of July, 2001.





                                                              /s/ Cecilia Temple
                                                              ------------------
                                                              Cecilia Temple
                                                              Sole Organizer
EX-99 9 b-285.htm CERT OF FORM CINCAP - MARTINSVILLE, LLC CinCap Martinsville LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                           CinCap - Martinsville, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                           CinCap - Martinsville, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights,  which a limited  liability company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 30th day of January 2001.





                                                 /s/ Cecilia Temple
                                                 ------------------
                                                 Cecilia Temple
                                                 Sole Organizer
EX-99 10 b-287.htm CERT OF FORM CINCAP - ORAVILLE, LLC CinCap Oraville LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                             CinCap - Oraville, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                             CinCap - Oraville, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights  which a limited  liability  company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 6th day of March 2001.





                                               /s/Cecilia Temple
                                               -----------------
                                               Cecilia Temple
                                               Sole Organizer
EX-99 11 b-289.htm CERT OF FORM CINCAP PIC, LLC CoF CinCapPic LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                                 CinCapPIC, LLC

     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                                 CinCapPIC, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights,  which a limited  liability company
may exercise legally pursuant to the Act. ARTICLE V

     ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 10th day of August, 2001.



                                                              /s/ Cecilia Temple
                                                              ------------------
                                                              Cecilia Temple
                                                              Sole Organizer
EX-99 12 b-291.htm CERT OF FORM CINPEAK RESOURCES, LLC CoF CinPeak Resources LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                             CinPeak Resources, LLC

     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                             CinPeak Resources, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights,  which a limited  liability company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 15th day of August, 2001.



                                                              /s/ Cecilia Temple
                                                              ------------------
                                                              Cecilia Temple
                                                              Sole Organizer
EX-99 13 b-293.htm CERT OF AMEND CERT OF FORM CINCAP MADISON, LLC CoF CinCap Madison 
                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                                       OF
                            DUKE ENERGY MADISON, LLC

1.   The name of the limited liability company is Duke Energy Madison, LLC.

2.   The  Certificate  of Formation of the limited  liability  company is hereby
     amended as follows:  Paragraph 1 is hereby  deleted in its  entirety and is
     amended to read as follows:

     "First: The name of the limited liability company is CinCap Madison, LLC."

3.   The foregoing  amendment was duly adopted by the sole member of the limited
     liability  company  on the  13th  day of  September,  2001,  in the  manner
     prescribed by law. This the 13th day of September, 2001.

                                                DUKE ENERGY MADISON, LLC

                                                By:
                                                        ---------------------
                                                Name:      Arturo Vivar
                                                        ---------------------
                                                Title:     Authorized Person
                                                        ---------------------
EX-99 14 b-294.htm CERT OF INCORP CINERGY CANADA, INC. CoI Cinergy Canada 
                       CORPORATE ACCESS NUMBER: 209303312



                                     Alberta

                            BUSINESS CORPORATIONS ACT



                                   CERTIFICATE
                                       OF
                                  INCORPORATION


                              CINERGY CANADA, INC.
                   WAS INCORPORATED IN ALBERTA ON 2001/04/20.



                            Articles of Incorporation
                                      For
                              CINERGY CANADA, INC.

Share Structure:               SEE ATTACHED SCHEDULE RE: AUTHORIZED CAPITAL
Share Transfers Restrictions:  SEE ATTACHED SCHEDULE RE: RESTRICTION ON SHARE
                               TRANSFERS
Number of Directors:
Min Number of Directors:       2
Max Number of Directors:       5
Business Restricted To:        NONE
Business Restricted From:      NONE
Other Provisions:              SEE ATTACHED SCHEDULE RE: OTHER PROVISIONS




  Registration  Authorized By: ELIZABETH A. POBLETE (MCCARTHY  TETRAULT)AGENT
                               OF CORPORATION


Incorporate Alberta Corporation - Registration Statement

Service Request Number:        2888357
Alberta Corporation Type:      Named Alberta Corporation
Legal Entity Name:             CINERGY CANADA, INC.
French Equivalent Name:
Nuans Number:                  70382104
Nuans Date:                    2001/04/19
French Nuans Number:
French Nuans Date:
REGISTERED ADDRESS
Street:                        3300, 421 - 7 AVENUE S.W.
Lega1 Description:
City:                          CALGARY
Province:                      ALBERTA
Postal Code:                   T2P 4K9

RECORDS ADDRESS
Street:                        3300, 421 - 7 AVENUE S.W.
Legal Description:
City:                          CALGARY
Province:                      ALBERTA
Postal Code:                   T2P 4K9

ADDRESS FOR SERVICE BY
MAIL
Post Office Box:
City:
Province:
Postal Code:
Internet Mail ID:

Share Structure:               SEE ATTACHED SCHEDULE RE: AUTHORIZED CAPITAL
Share Transfers Restrictions:  SEE ATTACHED SCHEDULE RE: RESTRICTION ON
                               SHARE TRANSFERS
Number Of Directors:
Min Number Of Directors:       2
Max Number Of Directors:       5
Business Restricted To:        NONE
Business Restricted From:      NONE
Other Provisions:              SEE ATTACHED SCHEDULE RE: OTHER PROVISIONS

Professional Endorsement Provided:
Future Dating Required:
Registration Date:             2001/04/20

Director

Last Name:                     CYRUS
First Name:                    MICHAEL
Middle Name:                   J.
Street / Box Number:           139 EAST FOURTH STREET, ROOM 30 AT II
City:                          CINCINNATI
Province:                      OHIO
Postal Code:                   45202-0960
Country:
Appointment Date:              2001/04/20
Resident Canadian:
Status:                        Active

Last Name:                     JOHNSON
First Name:                    CLIFFORD
Middle Name:                   D.
Street / Box Number:           3300, 421 - 7 AVENUE S.W.
City:                          CALGARY
Province:                      ALBERTA
Postal Code:                   T2P 4K9
Country:
Appointment Date:              2001/04/20
Resident Canadian:             Y
Status:                        Active

Attachment


   Attachment Type                Microfilm Bar Code       Date Recorded
Share Structure                       ELECTRONIC             2001/04/20
Restrictions on Share Transfers       ELECTRONIC             2001/04/20
Other Rules or Provisions             ELECTRONIC             2001/04/20



    Registration Authorized By:  ELIZABETH A. POBLETE (MCCARTHY TETRAULT)
                                 AGENT OF CORPORATION



                              CINERGY CANADA, INC.

                         SCHEDULE RE: AUTHORIZED CAPITAL



The shares which the Corporation is authorized to issue are:

1.   An unlimited  number of Class "A" common  shares,  which are subject to the
     following rights, restrictions and conditions:

               (a)  Dividends:  The holders of the Class "A" common shares shall
          be  entitled  to receive  dividends,  if, as and when  declared by the
          Board  of  Directors  of the  Corporation  out of  the  assets  of the
          Corporation  properly  applicable  to the payment of dividends in such
          amounts  and  payable  at such  times  and at such  place or places in
          Canada as the  Board of  Directors  may from  time to time  determine.
          Subject to the rights of the  holders of any other  class of shares of
          the  Corporation  entitled  to receive  dividends  in  priority  to or
          rateably with the Class "A" common shares,  the Board of Directors may
          in their sole  discretion  declare  dividends  on the Class "A" common
          shares  to  the  exclusion  of  any  other  class  of  shares  of  the
          Corporation.  The  holders  of the Class  "A"  common  shares  are not
          entitled  to  receive  dividends  rateably  with  holders of Class "B"
          common shares or Class "C" common shares.

               (b) Participation Upon Liquidation, Dissolution or Winding Up: In
          the  event  of  the  liquidation,  dissolution  or  winding  up of the
          Corporation  or other  distribution  of the assets of the  Corporation
          among its  shareholders  for the purpose of winding up its affairs the
          holders of the Class "A" common shares shall, subject to the rights of
          the holders of any other class of shares of the  Corporation  entitled
          to receive the assets of the  Corporation  upon such  distribution  in
          priority to the Class "A" common  shares,  be entitled to  participate
          rateably  with the Class "B"  common  shares  and the Class "C" common
          shares in any distribution of the assets of the Corporation.

               (c) Voting  Rights:  The  holders of the Class "A" common  shares
          shall be  entitled  to receive  notice of and to attend all annual and
          special  meetings of the  shareholders  of the  Corporation and to one
          vote in  respect  of each  Class  "A"  common  share  held at all such
          meetings.

2.   An unlimited  number of Class "B" common  shares,  which are subject to the
     following rights, restrictions and conditions:

               (a)  Dividends:  The holders of the Class "B" common shares shall
          be  entitled  to receive  dividends,  if, as and when  declared by the
          Board  of  Directors  of the  Corporation  out of  the  assets  of the
          Corporation  properly  applicable  to the payment of dividends in such
          amounts  and  payable  at such  times  and at such  place or places in
          Canada as the  Board of  Directors  may from  time to time  determine.
          Subject to the rights of the  holders of any other  class of shares of
          the  Corporation  entitled  to receive  dividends  in  priority  to or
          rateably with the Class "B" common shares,  the Board of Directors may
          in their sole  discretion  declare  dividends  on the Class "B" common
          shares  to  the  exclusion  of  any  other  class  of  shares  of  the
          Corporation.  The  holders  of the Class  "B"  common  shares  are not
          entitled  to  receive  dividends  rateably  with  holders of Class "A"
          common shares or Class "C" common shares.

               (b) Participation Upon Liquidation, Dissolution or Winding Up: In
          the  event  of  the  liquidation,  dissolution  or  winding  up of the
          Corporation  or other  distribution  of the assets of the  Corporation
          among its  shareholders  for the purpose of winding up its affairs the
          holders of the Class "B" common shares shall, subject to the rights of
          the holders of any other class of shares of the  Corporation  entitled
          to receive the assets of the  Corporation  upon such  distribution  in
          priority to the Class "B" common  shares,  be entitled to  participate
          rateably  with the Class "A"  common  shares  and the Class "C" common
          shares in any distribution of the assets of the Corporation.

               (c) Voting  Rights:  The  holders of the Class "B" common  shares
          shall be  entitled  to receive  notice of and to attend all annual and
          special  meetings of the  shareholders  of the  Corporation and to one
          vote in  respect  of each  Class  "B"  common  share  held at all such
          meetings.

3.   An unlimited  number of Class "C" common  shares,  which are subject to the
     following rights, restrictions and conditions:

               (a)  Dividends:  The holders of the Class "C" common shares shall
          be  entitled  to receive  dividends,  if, as and when  declared by the
          Board  of  Directors  of the  Corporation  out of  the  assets  of the
          Corporation  properly  applicable  to the payment of dividends in such
          amounts  and  payable  at such  times  and at such  place or places in
          Canada as the  Board of  Directors  may from  time to time  determine.
          Subject to the rights of the  holders of any other  class of shares of
          the  Corporation  entitled  to receive  dividends  in  priority  to or
          rateably with the Class "C" common shares,  the Board of Directors may
          in their sole  discretion  declare  dividends  on the Class "C" common
          shares  to  the  exclusion  of  any  other  class  of  shares  of  the
          Corporation.  The  holders  of the Class  "C"  common  shares  are not
          entitled  to  receive  dividends  rateably  with  holders of Class "A"
          common shares or Class "B" common shares.

               (b) Participation Upon Liquidation, Dissolution or Winding Up: In
          the  event  of  the  liquidation,  dissolution  or  winding  up of the
          Corporation  or other  distribution  of the assets of the  Corporation
          among its  shareholders  for the purpose of winding up its affairs the
          holders of the Class "C" common shares shall, subject to the rights of
          the holders of any other class of shares of the  Corporation  entitled
          to receive the assets of the  Corporation  upon such  distribution  in
          priority to the Class "A" common  shares,  be entitled to  participate
          rateably  with the Class "A"  common  shares  and the Class "B" common
          shares in any distribution of the assets of the Corporation.

               (c) Non-Voting Shares: The holders of the Class "C" common shares
          shall be  entitled  to receive  notice of and to attend all annual and
          special  meetings of the  shareholders of the Corporation and to speak
          thereat but shall not be  entitled  to vote on any matters  which come
          before such meetings.

4.   An unlimited  number of Class "D" preferred shares subject to the following
     rights, restrictions and conditions:

               (a) Dividend  Rights:  The holders of the  preferred  shares,  in
          priority to the common shares and all other shares  ranking  junior to
          the  preferred  shares  shall be entitled to receive in each  calendar
          year and the  Corporation  shall pay thereon,  as and when declared by
          the Board of  Directors  of the  Corporation  out of the assets of the
          Corporation  properly  applicable to the payment of  dividends,  fixed
          preferential  non-cumulative  cash dividends at such rate per annum on
          the Redemption Amount per preferred share as may be fixed by the Board
          of Directors of the  Corporation on the date of issue of the preferred
          shares.  The Board of Directors shall be entitled from time to time to
          declare part of the said preferential non-cumulative cash dividend for
          any  financial  year  notwithstanding  that  such  dividend  for  such
          financial  year  shall not be  declared  in full.  If within  four (4)
          months after the expiration of any financial  year of the  Corporation
          the Board of  Directors  in its  discretion  does not declare the said
          dividend or any part thereof on the preferred shares for the financial
          year,  then the rights of the holders of the preferred  shares to such
          dividend or to any  undeclared  part thereof for such  financial  year
          shall be forever  extinguished.  The holders of the  preferred  shares
          shall not be entitled to any dividends  other than or in excess of the
          preferential  non-cumulative  dividends  hereinbefore provided and any
          dividend that may be declared payable on the preferred shares shall be
          considered  declared  and  payable  only to holders  of the  preferred
          shares  and  not to  holders  of any  other  class  of  shares  of the
          Corporation.  No dividend shall at any time be declared and paid on or
          set apart for payment on the common shares or any other shares ranking
          junior to the preferred  shares in any financial year unless and until
          the  preferential  non-cumulative  dividend  and all of the  preferred
          shares outstanding in respect of such financial year has been declared
          and paid or set apart for payment.

               (b) Voting Rights:  The holders of the preferred  shares shall be
          entitled  to receive  notice of and to attend  all annual and  special
          meetings of the  shareholders  of the  Corporation  and to one vote in
          respect of each preferred share held at all such meetings.

               (c) Redemption by Corporation:  The Corporation  may,  subject to
          applicable provisions of any statute and in the manner provided by the
          directors, redeem all or from time to time any part of the outstanding
          preferred shares on payment to the holders thereof, for each preferred
          share to be redeemed,  the Redemption Amount in respect of that share.
          The  Corporation  shall give to each  person who at the date of giving
          such notice is the holder of preferred shares to be redeemed, at least
          ten (10) days notice in writing of the intention of the Corporation to
          redeem such preferred  shares or such lesser period as the shareholder
          may agree to.  Such  notice  shall be given by  delivery by hand or by
          posting the same in a postage  paid  registered  letter,  addressed to
          each holder of such preferred share to be redeemed at the last address
          of such shareholder as it appears on the books of the Corporation,  or
          in the event of the address of any shareholder not so appearing,  then
          to the  address of such  shareholder  last  known to the  Corporation;
          provided,  however that the accidental  failure to give such notice to
          one or more of such  holders  shall not  affect the  validity  of such
          redemption  as to the other  holders.  Such  notice  shall set out the
          number  of such  preferred  shares  held by the  person  to whom it is
          addressed which are to be redeemed and the Redemption  Amount of those
          preferred shares. On or after the date so specified for redemption the
          Corporation  shall  pay or cause to be paid to or to the  order of the
          registered  holders  of  the  preferred  shares  to  be  redeemed  the
          Redemption  Amount  thereof  on  presentation  and  surrender  at  the
          registered  office of the Corporation or any other place designated in
          such notice of the  certificates  representing  the  preferred  shares
          called  for  redemption  provided  that if the  Corporation  would  be
          prevented  by law from  redeeming  all of the  preferred  shares to be
          otherwise  redeemed then the  Corporation  shall redeem,  disregarding
          fractions, that number of preferred shares that it is permitted by law
          to redeem. Such payments shall be made by cheque payable at par at any
          branch of the Corporation's  bankers in Canada or in such other manner
          as may be  acceptable to the  shareholder.  If part only of the shares
          represented by any  certificate be redeemed a new  certificate for the
          balance  shall be issued at the expense of the  Corporation.  From and
          after  the  date  specified  for  redemption  in any such  notice  the
          preferred  shares called for redemption  shall cease to be entitled to
          dividends  and the holders  thereof  shall not be entitled to exercise
          any of the  rights  of the  shareholders  in  respect  thereof  unless
          payment of the Redemption  Amount shall not be made upon  presentation
          of certificates in accordance with the foregoing provisions,  in which
          case the  rights of the  shareholders  shall  remain  unaffected.  The
          Corporation  shall  have the right at any time  after the  mailing  of
          notice of its intention to redeem any preferred  shares to deposit the
          Redemption  Amount of any of the shares so called for redemption or of
          such of the said shares represented by certificates as have not at the
          date of such  deposit  been  surrendered  by the  holders  thereof  in
          connection  with such redemption to a special account in any chartered
          bank or in any trust  company in Canada,  named in such notice,  to be
          paid without interest to or to the order to the respective  holders of
          such preferred  shares called for  redemption  upon  presentation  and
          surrender  to  such  bank  or  trust   company  of  the   certificates
          representing  the same,  and upon such deposit  being made or upon the
          date specified for redemption in such notice,  whichever is later, the
          preferred  shares in respect whereof such deposit shall have been made
          shall be  redeemed  and the rights of the holders  thereof  after such
          deposit or such redemption  date, as the case may be, shall be limited
          to receiving  without interest their  proportionate  part of the total
          Redemption Amount so deposited, less the amounts of any taxes withheld
          on behalf of such holders,  against  presentation and surrender of the
          said  certificates  held by them respectively and any interest allowed
          on such deposit shall belong to the Corporation.

               (d) Redemption at Option of Holder:  A holder of preferred shares
          shall be  entitled to require the  Corporation  to redeem,  subject to
          applicable  legislation,  at  any  time  or  times  all  or any of the
          preferred shares  registered in the name of the holder by tendering to
          the  Corporation  at its  registered  office  a share  certificate  or
          certificates  representing  the preferred  shares which the registered
          holder desires to have the Corporation  redeem together with a request
          in writing  specifying that the registered  holder desires to have the
          preferred  shares  represented  by such  certificate  or  certificates
          redeemed  by  the  Corporation   and,  if  part  only  of  the  shares
          represented by such certificate or certificates is to be redeemed, the
          number  thereof so to be redeemed and the  business  day  (hereinafter
          referred to as the  "Redemption  Date") on which the holder desires to
          have the Corporation redeem such preferred shares. The Redemption Date
          shall  not be less  than ten (10)  days  after  the date on which  the
          request in writing is given to the Corporation or such earlier date as
          the Corporation  may agree to. Upon receipt of a share  certificate or
          certificates  representing  the preferred  shares which the registered
          holder  desires to have the  Corporation  redeem  together with such a
          request the Corporation  shall, to the extent  permitted by applicable
          law,  redeem  such  preferred  shares  by  paying  to such  registered
          shareholder the Redemption  Amount for each such preferred share being
          redeemed;  provided that if the Corporation  would be prevented by law
          from redeeming all of the preferred  shares  requested to be redeemed,
          then the Corporation shall redeem, disregarding fractions, that number
          of  preferred  shares  that it is  permitted  by law to  redeem.  Such
          payment  shall be made by cheque  payable  at par at any branch of the
          corporation's  bankers  in  Canada or in such  other  manner as may be
          acceptable to the shareholder.  If part only of the shares represented
          by any certificate be redeemed a new certificate for the balance shall
          be issued at the expense of the Corporation. The said preferred shares
          shall be  redeemed  on the  Redemption  Date and  from and  after  the
          Redemption  Date such shares  shall cease to be entitled to  dividends
          and the holder  thereof  shall not be entitled to exercise  any of the
          rights of holders of the preferred  shares in respect  thereof  unless
          payment of the Redemption Amount is not made on the Redemption Date in
          which case the rights of the holder of any preferred shares which have
          not been redeemed shall remain unaffected.

               (e) Repurchase at Option of Holder:  A holder of preferred shares
          shall be entitled to require the Corporation to repurchase, subject to
          applicable  legislation,  at  any  time  or  times  all  or any of the
          preferred shares  registered in the name of the holder by tendering to
          the  Corporation  at its  registered  office  a share  certificate  or
          certificates  representing  the preferred  shares which the registered
          holder  desires to have the  Corporation  repurchase  together  with a
          request in writing  specifying  that the registered  holder desires to
          have  the  preferred   shares   represented  by  such  certificate  or
          certificates  repurchased by the Corporation  and, if part only of the
          shares  represented  by  such  certificate  or  certificates  is to be
          repurchased,  the number thereof so to be repurchased and the business
          day  (hereinafter  referred  to as the  "Purchase  Date") on which the
          holder  desires  to have the  Corporation  repurchase  such  preferred
          shares.  The Purchase  Date shall not be less than ten (10) days after
          the date on which the  request in writing is given to the  Corporation
          or such earlier date as the  Corporation may agree to. Upon receipt of
          a share certificate or certificates  representing the preferred shares
          which the registered holder desires to have the Corporation repurchase
          together  with such a request  the  Corporation  shall,  to the extent
          permitted by  applicable  law,  repurchase  such  preferred  shares by
          paying to such registered  shareholder the Redemption  Amount for each
          such  preferred  share  being   repurchased;   provided  that  if  the
          Corporation  would be  prevented by law from  repurchasing  all of the
          preferred  shares  requested to be  repurchased,  then the Corporation
          shall  repurchase,  disregarding  fractions,  that number of preferred
          shares that it is permitted by law to  repurchase.  Such payment shall
          be made by cheque  payable at par at any  branch of the  Corporation's
          bankers  from time to time being in Canada or in such other  manner as
          may be  acceptable  to the  shareholder.  If part  only of the  shares
          represented by any  certificate be repurchased a new  certificate  for
          the  balance  shall be issued at the expense of the  Corporation.  The
          said  preferred  shares shall be  repurchased on the Purchase Date and
          from and  after  the  Purchase  Date  such  shares  shall  cease to be
          entitled to dividends and the holder  thereof shall not be entitled to
          exercise  any of the  rights of  holders  of the  preferred  shares in
          respect thereof unless payment of the Redemption Amount is not made on
          the  Purchase  Date in which  case the  rights  of the  holder  of any
          preferred  shares  which  have  not  been  repurchased   shall  remain
          unaffected.  If part only of the preferred  shares  represented by any
          certificate be repurchased, a new certificate for the balance shall be
          issued at the expense of the Corporation.

               (f)  Distribution on  Liquidation,  Dissolution or Winding Up: In
          the  event  of  the  liquidation,  dissolution  or  winding  up of the
          Corporation or other  distribution of assets of the Corporation  among
          shareholders for the purpose of winding up its affairs, the holders of
          the  preferred  shares shall be entitled to receive from the assets of
          the  Corporation  a sum  equivalent  to the  Redemption  Amount of all
          preferred shares held by them respectively  before any amount shall be
          paid or any property or assets of the Corporation shall be distributed
          to holders of any common  shares or shares of any other class  ranking
          junior to the preferred shares.  After payment as above to the holders
          of the  preferred  shares,  they shall not be entitled to share in any
          further  distribution  of the  property or assets of the  Corporation;
          provided  that  unless and until any common  shares  are  issued,  the
          preferred shares shall have the same rights on a liquidation,  winding
          up or dissolution of the  Corporation or other  distribution of assets
          of the Corporation  among  shareholders  for the purpose of winding up
          the affairs as are attached to the common shares.

               (g) Protection of Preferential Rights:  Notwithstanding  anything
          to the contrary herein  contained,  no dividends,  or other payment or
          distribution (including,  without limiting the generality of the term,
          payments or distributions for purchases, acquisitions and redemptions)
          shall be made to the holders as such of shares in the capital stock of
          the  Corporation  other  than  preferred  shares  if  the  payment  or
          distribution  thereof  would  result  in the  realizable  value of the
          Corporation's  assets, net of liabilities being less than the total of
          the  Redemption  Amount  of  the  outstanding   preferred  shares.  In
          addition,  the Corporation  shall not purchase or redeem any preferred
          shares for an amount which is less than the lesser of their Redemption
          Amount and the  realizable  value of the  Corporation's  assets net of
          liabilities immediately before such purchase or redemption.

               (h) Amendment of Terms:  Any  preference,  right,  condition,  or
          restriction  attaching to the  preferred  shares shall only be altered
          after  receiving  approval,  in writing or by vote, of three  quarters
          (3/4) of the outstanding  preferred  shares in the Corporation  voting
          separately.

               (i) Redemption Amount Defined:  "Redemption Amount" in respect of
          a  preferred  share  shall mean the fair  market  value at the time of
          issue of that preferred  share,  as determined by the directors of the
          Corporation,  or the  consideration  received  by the  Corporation  in
          respect of the issue of that preferred  share or the fair market value
          as determined by the directors of the  Corporation of any issued share
          of the  Corporation  exchanged or converted into such preferred  share
          plus any declared but unpaid non-cumulative  dividends;  provided that
          if at a particular  time, the fair market value of such  consideration
          should be determined, whether:

                    (i) bona fide  agreement  between  the  Corporation  and the
               holders of the preferred shares; or

                    (ii) by agreement among the Corporation,  the holders of the
               preferred shares and Canada Customs Revenue Agency; or

                    (iii)by  a court of  competent  jurisdiction  from  which no
               appeal lies:

               to be  different  from the fair market  value  determined  by the
          Board of Directors,  the fair market value of such consideration shall
          be adjusted by being  increased  or  decreased so as to equal the fair
          market  value so  determined  and will be effective as of the time the
          preferred share was issued,  and the Redemption Amount per share shall
          be  appropriately  adjusted  and any  shortfall or excess of dividends
          paid on the adjusted  Redemption  Amount will be a debt owing from the
          Corporation  to the  shareholder or vice versa as the case may be. The
          adjustment provision herein contained shall continue to apply from and
          after the date upon  which a  particular  preferred  share was  issued
          notwithstanding any transfer, repurchase, redemption,  cancellation or
          other  disposition of the preferred  share. An adjustment  pursuant to
          Clause (ii) hereof shall  preclude  adjustment  pursuant to Clause (i)
          and  adjustment  pursuant to Clause  (iii)  hereof  shall be final and
          binding.

               (j) Business Day Defined:  "business  day" shall mean a day other
          than a  Saturday,  Sunday or  statutory  holiday  in the  Province  of
          Alberta.


                              CINERGY CANADA, INC.

                  SCHEDULE RE: RESTRICTIONS ON SHARE TRANSFERS


No share in the  capital of the  Corporation  shall be  transferred  without the
express consent of the directors of the Corporation  expressed by the votes of a
majority  of the  directors  of the  Corporation  at a  meeting  of the Board of
Directors or by an instrument  or  instruments  in writing  signed by all of the
directors.



                              CINERGY CANADA, INC.

                          SCHEDULE RE: OTHER PROVISIONS


               (a) The number of shareholders of the  Corporation,  exclusive of
          persons who are in its employment and exclusive of persons who, having
          been formerly in the  employment of the  Corporation,  were,  while in
          that  employment  and have  continued  after the  termination  of that
          employment to be,  shareholders of the Corporation,  is limited to not
          more than 50, 2 or more persons who are the joint registered owners of
          1 or more shares being counted as one shareholder.

               (b) Any  invitation to the public to subscribe for  securities of
          the Corporation is prohibited.

               (c) Without  limiting the borrowing  powers of the Corporation as
          set forth in the Business Corporations Act (Alberta):

                    (i) The  Board of  Directors  may from  time to time in such
               amounts and on such terms as it deems expedient charge, mortgage,
               hypothecate  or  pledge  all or any of  the  currently  owned  or
               subsequently  acquired  real or personal,  movable or  immovable,
               property  of  the  Corporation,  including  book  debts,  rights,
               powers,   franchises   and   undertaking,   to  secure  any  debt
               obligations or any money borrowed,  or other debt or liability of
               the Corporation.

                    (ii) The Board of Directors  may from time to time  delegate
               to  such  one  or  more  of the  directors  and  officers  of the
               Corporation  as may be  designated by the board all or any of the
               powers  conferred  on the board  above to such extent and in such
               manner  as the  board  shall  determine  at the time of each such
               delegation.
EX-99.B 15 b-295.htm BY-LAWS OF CINERGY CANADA, INC. Cinergy Canada 
                                     BY-LAWS



                                       OF



                              Cinergy Canada, Inc.





                             Adopted: April 20, 2001






                                TABLE OF CONTENTS


Article 1 Offices

          Section 1.1 - Offices

Article 2 Shareholders' Meetings

          Section 2.1 - Annual and Special Meetings
          Section 2.2 - Notice of Annual Meeting
          Section 2.3 - Notice of Special Meeting
          Section 2.4 - Waiver of Notice
          Section 2.5 - Quorum
          Section 2.6 - Voting
          Section 2.7 - Written Resolution of Shareholders in Lieu of Meeting

Article 3 Directors

          Section 3.1 - Duties and Powers
          Section 3.2 - Election of Directors
          Section 3.3 - Meetings
          Section 3.4 - Quorum
          Section 3.5 - Actions of Board
          Section 3.6 - Meetings by Means of Conference Telephone
          Section 3.7 - Committees
          Section 3.8 - Compensation
          Section 3.9 - Contracts and Transactions Involving Directors

Article 4 Officers

          Section 4.1 - Officers
          Section 4.2 - Appointment, Terms, and Vacancies
          Section 4.3 - Chairman of the Board
          Section 4.4 - Chief Executive Officer
          Section 4.5 - President
          Section 4.6 - Vice Presidents
          Section 4.7 - Secretary
          Section 4.8 - Assistant Secretaries
          Section 4.9 - Treasurer
          Section 4.10 - Comptroller
          Section 4.11 - Other Officers

Article 5 shares of the corporation

          Section 5.1 - Form and Execution of Certificates
          Section 5.2 - Signatures
          Section 5.3 - Lost Certificates
          Section 5.4 - Transfers
          Section 5.5 - Record Date for Meetings
          Section 5.6 - Record Date Generally
          Section 5.7 - Beneficial Ownership Rights

Article 6 Notices

          Section 6.1 - Notices
          Section 6.2 - Waivers of Notice

Article 7 General Provisions

          Section 7.1 - Dividends
          Section 7.2 - Disbursements
          Section 7.3 - Fiscal Year
          Section 7.4 - Corporate Seal

Article 8 Indemnification

          Section 8.1 - Power to  Indemnify  in  Actions,  Suits or  Proceedings
               Other than Those By or in the Right of the Corporation
          Section 8.2 - Power to Indemnify in Actions,  Suits or  Proceedings By
               or in the Right of the Corporation
          Section 8.3 - Authorization of Indemnification
          Section 8.4 - Good Faith Defined
          Section 8.5 - Indemnification by a Court
          Section 8.6 - Expenses Payable in Advance
          Section 8.7 -  Nonexclusivity  of  Indemnification  and Advancement of
               Expenses
          Section 8.8 - Insurance
          Section 8.9 - Certain Definitions
          Section 8.10 - Survival of Indemnification and Advancement of Expenses
          Section 8.11 - Limitation on Indemnification
          Section 8.12 - Indemnification of Employees and Agents

Article 9 Amendments

          Section 9.1 - Amendments

Article 10 Miscellaneous

          Section 10.1 - Invalidity of any provisions of this By-law

Article 11 Interpretation

          Section 11.1 - Interpretation



                                     By-Laws

                                       Of

                              Cinergy Canada, Inc.

                     (hereinafter called the "Corporation")



                                   ARTICLE 1
                                    OFFICES

Section 1.1 -     Offices

     To the extent not otherwise provided in the Articles of Incorporation,  the
principal  office of the  Corporation  shall be at 1100  Louisiana,  Suite 4900,
Houston,  TX 77002.  The  Corporation  may have such other offices at such other
places as the Board of  Directors  may from  time to time  determine,  or as the
business of the Corporation may require.

                                   ARTICLE 2
                             SHAREHOLDERS' MEETINGS

Section 2.1 -     Annual and Special Meetings

     Meetings of the shareholders  shall be held at such place within or outside
of Alberta,  as  designated  by the Board of Directors  and  consented to by all
shareholders  entitled  to  vote at  such  meeting.  An  annual  meeting  of the
shareholders  shall be called  by the Board of  Directors  for the  election  of
directors,  the consideration of the reports to be laid before the meeting,  and
the  transaction of such other business as may be brought before the meeting not
later than 15 months after the holding of the last preceding annual meeting. The
Board of Directors may at any time call a special meeting of the shareholders.

Section 2.2 -     Notice of Annual Meeting

     Notice of the annual meeting shall be given in writing to each  shareholder
entitled  to vote  thereat,  at such  address as  appears on the  records of the
Corporation at least 21 days and not more than 50 days prior to the meeting.

Section 2.3 -     Notice of Special Meeting

     Notice  of a special  meeting,  in  writing,  stating  the time,  place and
purpose thereof, shall be given to each shareholder entitled to vote thereat, at
least 21 days and not more than 50 days prior to the meeting.

Section 2.4 -     Waiver of Notice

     Notice of any  meeting  of  shareholders  may be waived in any  manner by a
shareholder  or any other person  entitled to attend a meeting of  shareholders.
Attendance,  unless such  attendance is for the express  purpose of objecting to
the  transaction  of business on the  grounds  that the meeting is not  lawfully
called, will operate as a waiver of notice.

Section 2.5 -     Quorum

     The holders of shares  entitling  them to exercise a majority of the voting
power, or, if the vote is to be taken by classes,  the holders of shares of each
class  entitling  them to exercise a majority of the voting power of that class,
present  in  person  or by  proxy at any  meeting  of the  shareholders,  unless
otherwise specified by statute, shall constitute a quorum.

     If,  however,  at any meeting of the  shareholders,  a quorum shall fail to
attend in person  or by  proxy,  a  majority  in  interest  of the  shareholders
attending  in  person  or by proxy at the time  and  place of such  meeting  may
adjourn the meeting from time to time without further notice (unless the meeting
has been  adjourned for over thirty  days),  other than by  announcement  at the
meeting at which such  adjournment is taken,  until a quorum is present.  At any
such adjourned  meeting at which a quorum shall be present,  any business may be
transacted which might have been transacted at the meeting originally called.

Section 2.6 -     Voting

     At each  meeting  of the  shareholders,  except as  otherwise  provided  by
statute or the  Articles of  Incorporation,  every holder of record of shares of
the class or classes  entitled to vote at such meeting shall be entitled to vote
in person or by proxy  appointed by an instrument in writing  subscribed by such
shareholder  and bearing a date, not later than such time as expressly  provided
by statute,  prior to said meeting unless some other definite period of validity
shall be expressly provided therein.

     Each  shareholder  shall  have one (1) vote for each  share  having  voting
power,  registered  in his or her name on the books of the  Corporation,  at the
date fixed for  determination  of persons entitled to vote at the meeting or, if
no date has been fixed, then as expressly provided by statute. (e.g., either the
date of the meeting,  the date next  preceeding  the day of the meeting,  or any
such similar governing time frame). Cumulative voting shall be permitted only as
expressly provided by statute.

     At any meeting of  shareholders,  a list of shareholders  entitled to vote,
alphabetically  arranged,  showing the number and classes of shares held by each
on the date fixed for closing  the books  against  transfers  or the record date
fixed as  here-in-before  provided  (or if no such date has been fixed,  then as
here-in-before stated as expressly provided by statute) shall be produced on the
request of any  shareholder,  and such list shall be prima facie evidence of the
ownership of shares and of the right of  shareholders to vote, when certified by
the Secretary or by the agent of the  Corporation  having charge of the transfer
of shares.

Section 2.7 -     Written Resolution of Shareholders in Lieu of Meeting

     Any action required or permitted by statute, the Articles of Incorporation,
or these By-Laws,  to be taken at any annual or special  meeting of shareholders
of the  Corporation,  may be taken  without a meeting,  without prior notice and
without a vote, if a written resolution in lieu of a meeting,  setting forth the
action  so  taken,  shall be signed  by all the  shareholders  entitled  to vote
thereon.  Any such  written  resolution  may be given  by one or any  number  of
substantially  concurrent  written  instruments of  substantially  similar tenor
signed by such shareholders, in person or by attorney or proxy duly appointed in
writing,  and  filed  with the  records  of the  Corporation.  Any such  written
resolution shall be effective as of the date specified therein.

                                   ARTICLE 3
                                   DIRECTORS

Section 3.1 -     Duties and Powers

     The  business and affairs of the  Corporation  shall be managed by or under
the  direction of the Board of  Directors  which may exercise all such powers of
the  Corporation  and do all such lawful acts and things as are not, by statute,
the  Articles of  Incorporation,  or these  By-Laws,  directed or required to be
exercised or done by the shareholders.

Section 3.2 -     Election of Directors

     Directors  shall be  elected  annually  by  shareholders  at  their  annual
meeting,  in a manner  consistent  with  statute  and as  provided in Article 2,
Section 2.6 of these  By-Laws,  and each  director so elected  shall hold office
until his/her successor is duly elected and qualifies,  or until his/her earlier
resignation  or removal.  Any director may resign at any time upon notice to the
Corporation.  Directors need not be shareholders and shall fulfill the residency
requirements  as and if provided by statute.  Any director may be removed at any
time with or without cause by a majority vote of the  shareholders  at a special
meeting, unless otherwise provided by statute.

Section 3.3 -     Meetings

     Regular meetings of the Board of Directors may be held at such time, place,
and upon such notice as the Board of Directors may from time to time  determine.
Notice thereof stating the place, date and hour of the meeting shall be given to
each director  either by mail (not less than  forty-eight  (48) hours before the
date of the  meeting),  by telephone or telegram (on at least  twenty-four  (24)
hours' notice) or on such shorter  notice as the person or persons  calling such
meeting may deem necessary or appropriate in the circumstances.

Section 3.4 -     Quorum

     Except  as may be  otherwise  specifically  provided  for by  statute,  the
Articles of  Incorporation  or these  By-Laws,  at all  meetings of the Board of
Directors, a majority of the entire Board of Directors shall constitute a quorum
for the  transaction  of  business  and the act of a majority  of the  directors
present at any meeting at which there is a quorum  shall be the act of the Board
of  Directors.  If a quorum  shall not be present at any meeting of the Board of
Directors,  the directors  present  thereat may adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present.

Section 3.5 -     Actions of Board

     Unless  otherwise   provided  by  the  Articles  of  Incorporation  of  the
Corporation  or these By-Laws,  any action  required or permitted to be taken at
any meeting of the Board of Directors,  or of any committee(s)  thereof,  may be
taken  without a meeting,  if all the members of the Board of  Directors,  or of
such  committee(s),  as the case may be,  resolve  thereto in  writing,  and the
resolution is filed with the minutes of  proceedings  of the Board of Directors,
or of such  committee(s),  of the  Corporation.  Any such written  resolution to
action of the Board of Directors, or of such committee(s),  shall be effectuated
by the signature of the member lastly consenting thereto in writing,  unless the
resolution otherwise specified a prior or subsequent effective date.

Section 3.6 -     Meetings by Means of Conference Telephone

     Unless  otherwise  provided  by  these  By-Laws,  members  of the  Board of
Directors,  or any  committee(s)  thereof,  may  participate in a meeting of the
Board of Directors,  or of such committee(s),  as the case may be, by means of a
conference telephone or similar  communications  equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 3.6 shall constitute presence in person at such
meeting.

Section 3.7 -     Committees

     The Board of  Directors  may,  by  resolution  passed by a majority  of the
entire Board of Directors, designate, from time to time as they may see fit, one
or  more  committees,  each  such  committee  to  consist  of two or more of the
directors of the  Corporation.  The Board of Directors may designate one or more
directors as alternate  members of any such committee who may replace any absent
or disqualified  member at any meeting of any such committee.  In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of  Directors  of an  alternate  member to  replace  the  absent or
disqualified  member,  the member or members  thereof present at any meeting and
not disqualified from voting, whether or not he/she or they constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified  member. Each committee shall
keep regular minutes and report to the Board of Directors when required.

Section 3.8 -     Compensation

     Each  director of the  Corporation  (other than  directors who are salaried
officers  of the  Corporation  or any of its  affiliates)  shall be  entitled to
receive as  compensation  for services such reasonable  compensation,  which may
include pension,  disability and death benefits,  as may be determined from time
to time by the Board of Directors.  Reasonable  compensation may also be paid to
any person other than a director officially called to attend any such meeting.

Section 3.9 -     Contracts and Transactions Involving Directors

     No contract or transaction  between the  Corporation and one or more of its
directors or officers,  or between the  Corporation  and any other  corporation,
partnership,  association,  or other  organization  in which  one or more of its
directors or officers are directors or officers,  or have a financial  interest,
shall be void or voidable solely for this reason, or solely because the director
or  officer is present at the  meeting of the Board of  Directors  or  committee
thereof which  authorizes the contract or transaction if: (i) the material facts
as to his/her or their  relationship  or interest in the contract or transaction
are disclosed in writing to the  Corporation  or are entered into the minutes of
the meeting of  directors  and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested  directors,  even though the  disinterested  directors be less
than a quorum; or (ii) the material facts as to his/her or their relationship or
interest  in the  contract  or  transaction  are  disclosed  in  writing  to the
Corporation or are entered into the minute of the meeting of directors,  and the
contract or  transaction is  specifically  approved in good faith by vote of the
shareholders. Interested directors may be counted in determining the presence of
a  quorum  at a  meeting  of the  Board of  Directors  or of a  committee  which
authorizes the contract or transaction.

                                   ARTICLE 4
                                    OFFICERS

Section 4.1 -     Officers

     The officers of the Corporation shall consist of a President,  a Secretary,
and a Treasurer,  and may consist of a Chairman of the Board, a Chief  Executive
Officer,  a  Comptroller,  one or more Vice  Presidents,  one or more  Assistant
Secretaries,  and such other officers as the Board of Directors  shall from time
to time deem  necessary.  Any number of offices may be held by the same  person,
unless otherwise prohibited by statute, the Articles of Incorporation,  or these
By-Laws.

Section 4.2 -     Appointment, Terms, and Vacancies

     The Board of Directors, at its first meeting held after each annual meeting
of shareholders of the Corporation (i.e., the annual organization meeting of the
Board of  Directors),  shall appoint the officers of the  Corporation  who shall
hold their  offices  for such terms and shall  exercise  such powers and perform
such  duties as shall be  determined  from time to time by the  board,  and such
officers shall hold office until their  successors are chosen and shall qualify,
or until their earlier resignation or removal from office. Any officer appointed
by the Board of Directors may be removed at any time by the affirmative  vote of
a majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

Section 4.3 -     Chairman of the Board

     The Chairman of the Board,  if there be one,  shall be a director and shall
preside  at all  meetings  of the Board of  Directors  and,  in the  absence  or
incapacity of the Chief  Executive  Officer and the  President,  meetings of the
shareholders,  and shall,  subject to the board's direction and control,  be the
board's  representative and medium of communication,  and shall have the general
powers and duties as are  incident  to the office of  Chairman of the Board of a
corporation.

Section 4.4 -     Chief Executive Officer

     The Chief Executive Officer, if there be one, shall preside at all meetings
of the  shareholders  and, in the absence or  incapacity  of the Chairman of the
Board,  meetings of the Board of Directors.  The Chief  Executive  Officer shall
from time to time report to the Board of Directors all matters within his or her
knowledge which the interests of the Corporation may require be brought to their
notice.  Where the offices of Chief Executive  Officer and President are held by
different individuals, the President will report directly to the Chief Executive
Officer.

Section 4.5 -     President

     The  President  shall be the chief  operating  officer of the  Corporation,
shall have  general and active  management  and  direction of the affairs of the
Corporation,  shall have  supervision of all  departments and of all officers of
the  Corporation,  shall see that the  orders  and  resolutions  of the Board of
Directors,  or of any committee(s)  thereof,  are carried fully into effect, and
shall have the general  powers and duties of  supervision  and management as are
incident  to the  office  of  President  of a  corporation.  In the  absence  or
incapacity of the Chief Executive Officer, the President shall also be the chief
executive officer of the Corporation.

Section 4.6 -     Vice Presidents

     The Vice  Presidents  shall  perform  such duties as the Board of Directors
shall from time to time require.  In the absence or incapacity of the President,
the Vice  President  designated  by the  Board of  Directors  (including  by the
Chairman of the Board),  the Chief  Executive  Officer,  or the President  shall
exercise the powers and duties of the President.

Section 4.7 -     Secretary

     The  Secretary  shall attend all meetings of the Board of Directors  and of
the  shareholders of the Corporation,  and act as clerk thereof,  and record all
votes and the minutes of all  proceedings in a book to be kept for that purpose,
shall record all written  business  transactions,  shall perform like duties for
the standing  committees  when  required,  and shall have the general powers and
duties  as are  incident  to the  office  of  Secretary  of a  corporation.  The
Secretary shall give, or cause to be given, proper notice of all meetings of the
shareholders and of the Board of Directors,  and shall perform such other duties
as may be prescribed by the Board of Directors (including by the Chairman of the
Board), the Chief Executive Officer, or the President.  The Secretary shall have
custody of the seal,  if there be one, of the  Corporation  and the Secretary or
any Assistant Secretary, if there be one, shall have authority to affix the same
to any  instrument  requiring it and when so affixed,  it may be attested by the
signature of the Secretary or by the signature of any such Assistant  Secretary.
(The Board of Directors may give general authority to any other officer to affix
the seal of the  Corporation  and to attest the affixing by his/her  signature).
The Secretary shall see that all books,  reports,  statements,  certificates and
other documents and records required by statute to be kept or filed are properly
kept or filed, as the case may be.

Section 4.8 -     Assistant Secretaries

     At the request of the Secretary,  or in his or her absence or incapacity to
act,  the  Assistant  Secretary  or, if there be more than  one,  the  Assistant
Secretary designated by the Secretary, shall perform the duties of the Secretary
and when so  acting  shall  have all the  powers  of and be  subject  to all the
restrictions  of the  Secretary.  The Assistant  Secretaries  shall perform such
other  duties  as may  from  time to time be  assigned  to them by the  Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
the President, or the Secretary.

Section 4.9 -     Treasurer

     The Treasurer shall be the financial officer of the Corporation, shall keep
full and accurate  accounts of all  collections,  receipts and  disbursements in
books belonging to the Corporation,  shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation,  in such  depositories
as may be designated by the Board of Directors,  shall disburse the funds of the
Corporation  as may be  ordered  by the  Board of  Directors  (including  by the
Chairman of the Board),  the Chief Executive Officer,  or the President,  taking
proper vouchers therefor, and shall render to the President, the Chief Executive
Officer,  the  Chairman  of the Board,  and/or  directors  at any meeting of the
board,  or  whenever  they may  require  it,  and to the  annual  meeting of the
shareholders,  an account of all his or her transactions as Treasurer and of the
financial  condition of the  Corporation,  and shall have the general powers and
duties as are incident to the office of Treasurer of a corporation.  If required
by the Board of Directors,  the Treasurer shall give the Corporation a bond in a
form and in such sum with  surety  as  shall  be  satisfactory  to the  Board of
Directors for the faithful performance of his or her duties as Treasurer and for
the  restoration  to  the  Corporation,  in  the  case  of  his  or  her  death,
resignation,  retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession, or under his
or her control,  and belonging to the  Corporation.  The Treasurer shall perform
such other duties as may be prescribed  by the Board of Directors  (including by
the Chairman of the Board), the Chief Executive Officer, or the President.

Section 4.10 -    Comptroller

     The  Comptroller  shall have  control  over all accounts and records of the
Corporation pertaining to moneys, properties,  materials and supplies, and shall
have executive direction over the bookkeeping and accounting functions and shall
have the general  powers and duties as are incident to the office of comptroller
of a  corporation.  The  Comptroller  shall  perform such other duties as may be
prescribed  by the Board of Directors  (including by the Chairman of the Board),
the Chief Executive Officer, the President, or a Vice President.

Section 4.11 -    Other Officers

     Such  other  officers  of the  Corporation  as the Board of  Directors  may
appoint  shall perform such duties and have such powers as from time to time may
be assigned to them by the board.  The Board of  Directors  may  delegate to any
other officer of the Corporation the power to appoint such other officers and to
prescribe their respective duties and powers.

                                   ARTICLE 5
                            SHARES OF THE CORPORATION

Section 5.1 -     Form and Execution of Certificates

     The  certificates  for shares of the Corporation  shall be of such form and
content,  not inconsistent  with statute and the Articles of  Incorporation,  as
shall be  approved  by the  Board of  Directors.  Every  holder of shares in the
Corporation  shall be entitled to have a certificate  signed, in the name of the
Corporation,  by (i)  either the  Chairman  of the  Board,  the Chief  Executive
Officer,  the President or a Vice President and (ii) by any one of the following
officers:  the  Secretary  or an  Assistant  Secretary  or the  Treasurer  or an
Assistant  Treasurer.  All certificates shall be consecutively  numbered in each
class  of  shares.  The  name  and  address  of the  person  owning  the  shares
represented  thereby,  with the number of shares and the date of issue, shall be
entered on the Corporation's books.

Section 5.2 -     Signatures

     Any or all of the signatures on a certificate  may be a facsimile  thereof.
In case  any  officer,  transfer  agent or  registrar  who has  signed  or whose
facsimile  signature has been placed upon a certificate  shall have ceased to be
such officer,  transfer agent or registrar before such certificate is issued, it
may be issued by the  Corporation  with the same  effect as if he/she  were such
officer, transfer agent or registrar at the date of issue.

Section 5.3 -     Lost Certificates

     The Board of Directors may direct a new  certificate  to be issued in place
of any certificate  theretofore  issued by the Corporation  alleged to have been
lost,  stolen or destroyed,  upon the making of an affidavit of that fact by the
person claiming the certificate of shares to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate,  the Board of Directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner  of  such  lost,  stolen  or  destroyed  certificate,   or  his/her  legal
representative,  to advertise  the same in such manner as the Board of Directors
shall require and/or to give the Corporation a bond in such sum as it may direct
as  indemnity  against any claim that may be made against the  Corporation  with
respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.4 -     Transfers

     The shares of the Corporation  shall be transferable in the manner provided
by statute,  the Articles of  Incorporation  and in these By-Laws.  Transfers of
shares shall be made on the books of the Corporation only by the person named in
the certificate or by his/her attorney lawfully  constituted in writing and upon
the surrender of the certificate therefor,  which shall be canceled before a new
certificate shall be issued.

Section 5.5 -     Record Date for Meetings

     In order that the  Corporation may determine the  shareholders  entitled to
notice of or to vote at any meeting of shareholders or any adjournment  thereof,
or entitled to express consent to corporate action in writing without a meeting,
the Board of Directors  may fix, in advance,  a record date,  which shall not be
more  than 50 days nor less  than 21 days  before  the date of such  meeting.  A
determination  of  shareholders  of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

Section 5.6 -     Record Date Generally

     In order that the  Corporation may determine the  shareholders  entitled to
receive  payment  of a  dividend,  entitled  to  participate  in  a  liquidation
distribution,  or for any other purpose except the right to receive notice of or
to vote at a meeting, the Board of Directors may fix, in advance, a record date,
which shall not be more than 50 days prior to any action.

Section 5.7 -     Beneficial Ownership Rights

     The  Corporation  shall be entitled to recognize the  exclusive  right of a
person registered on its books as the owner of shares to receive dividends,  and
to vote as such  owner,  and to hold liable for calls and  assessments  a person
registered on its books as the owner of shares.

                                   ARTICLE 6
                                    NOTICES

Section 6.1 -     Notices

     Whenever a written notice or document is required by statute,  the Articles
of Incorporation,  or these By-Laws to be given to any director, or shareholder,
such notice or document may be given by mail,  addressed to each such person, at
his/her  address as it appears on the records of the  Corporation,  with postage
thereon  prepaid,  and such notice or document shall be deemed to be received by
such director or  shareholder  at the time it would be delivered in the ordinary
course of mail  unless  there are  reasonable  grounds  for  believing  that the
director or shareholder did not receive the notice or document at the time or at
all.

Section 6.2 -     Waivers of Notice

     Whenever any notice is required by statute,  the Articles of Incorporation,
or  these  By-Laws  to be given  to any  director,  member  of a  committee,  or
shareholder,  a waiver  thereof  in  writing,  signed by the  person or  persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.


                                    ARTICLE 7
                               GENERAL PROVISIONS

Section 7.1 - Dividends

     Dividends  upon the shares of the  Corporation,  subject  to any  provision
imposed by the Articles of Incorporation or the Business  Corporations  Act, may
be declared by the Board of Directors at any regular or special  meeting,  or by
written consent to the action of the board without such  meeting(s),  and may be
paid in cash, in property, or in shares of the capital shares. Before payment of
any  dividend,  there  may be set  aside  out of any  funds  of the  Corporation
available for dividends  such sum or sums as the Board of Directors from time to
time, in its absolute discretion,  deems proper as a reserve or reserves to meet
contingencies,  or for equalizing dividends, or for repairing or maintaining any
property  of the  Corporation,  or for any  proper  purpose,  and the  Board  of
Directors may modify or abolish any such reserve.

Section 7.2 - Disbursements

     All  checks or  demands  for money  and notes of the  Corporation  shall be
signed by such  officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

Section 7.3 - Fiscal Year

     The fiscal year of the Corporation  shall begin on the first day of January
and end on the thirty-first day of December each year.

Section 7.4 - Corporate Seal

     The seal of the Corporation (if there be one) shall have inscribed  thereon
the name of the  Corporation.  The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.


                                    ARTICLE 8
                                 INDEMNIFICATION

Section 8.1 - Power to Indemnify in Actions, Suits or Proceedings Other than Those By or in the Right of the
Corporation

     Subject  to  Section  8.3 of this  Article  8,  and the  provisions  of the
Business Corporations Act, the Corporation shall indemnify any person who was or
is a party to or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  Corporation)  by
reason  of  the  fact  that  he/she  is or  was a  director  or  officer  of the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the request of the  Corporation  as a director or officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and  reasonably  incurred by him/her in
connection with such action,  suit or proceeding,  if he/she acted in good faith
and in a manner he/she  reasonably  believed to be in the best  interests of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his/her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, or conviction,  shall
not, of itself,  create a presumption  that the person did not act in good faith
and in a manner which he/she reasonably  believed to be in or not opposed to the
best interests of the  Corporation  and, with respect to any criminal  action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.

Section 8.2 - Power to Indemnify in Actions,  Suits or  Proceedings By or in the
     Right of the Corporation

     Subject  to  Section  8.3 of this  Article  8,  and the  provisions  of the
Business Corporations Act and with the approval of the Court of Queen's Bench of
Alberta,  the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason  of  the  fact  that  he/she  is or  was a  director  or  officer  of the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by him/her in connection  with the defense or settlement of
such  action  or suit if  he/she  acted in good  faith  and in a  manner  he/she
reasonably believed to be in the best interests of the Corporation;  except that
no indemnification  shall be made in respect of any claim, issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the  performance  of his/her duty to the  Corporation,  unless and
only to the extent that the court in which such action or suit was brought shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

Section 8.3 - Authorization of Indemnification

     Any indemnification  under this Article 8 (unless ordered by a court) shall
be made by the  Corporation  only as  authorized  in the  specific  case  upon a
determination  that  indemnification of the director or officer is proper in the
circumstances  because  he/she has met the  applicable  standard  of conduct set
forth  in  Section  8.1 or  Section  8.2 of this  Article  8,  and the  Business
Corporations  Act, as the case may be. Such  determination  shall be made (i) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not  parties  to such  action,  suit or  proceeding,  or (ii) if such a
quorum is not  obtainable,  or,  even if  obtainable  a quorum of  disinterested
directors so directs,  by  independent  legal counsel in a written  opinion,  or
(iii) by the shareholders. To the extent, however, that a director or officer of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter  therein,   he/she  shall  be  indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably  incurred by him/her in  connection
therewith, without the necessity of authorization in the specific case.

     Any  determination  made by the  disinterested  directors or by independent
legal counsel under this section  shall be promptly  communicated  to the person
who  threatened  or  brought  the  action  or  suit  by or in the  right  of the
Corporation  under  Section 8.1 and 8.2 of this Article 8, and,  within ten days
after  receipt  of such  notification,  such  persons  shall  have the  right to
petition  the court (at  courts'  discretion)  in which such  action or suit was
brought to review the reasonableness of such determination.

Section 8.4 - Good Faith Defined

     For purposes of any  determination  under  Section 8.3 of this Article 8, a
person  shall be  deemed  to have  acted in good  faith  and in a manner  he/she
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  or, with respect to any criminal action or proceeding, to have had
no reasonable  cause to believe his/her conduct was unlawful,  if his/her action
is based on the  records  or books of  account  of the  Corporation  or  another
enterprise,  or on  information  supplied  to  him/her  by the  officers  of the
Corporation  or  another  enterprise  in the course of their  duties,  or on the
advice  of  legal  counsel  for the  Corporation  or  another  enterprise  or on
information  or records  given or  reports  made to the  Corporation  or another
enterprise by an independent certified public accountant,  or by an appraiser or
other  expert  selected  with  reasonable  care by the  Corporation  or  another
enterprise. The term "another enterprise" as used in this Section 8.4 shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other  enterprise  of which such person is or was serving at the request
of the Corporation as a director,  officer, employee or agent. The provisions of
this  Section 8.4 shall not be deemed to be exclusive or to limit in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standard of conduct set forth in Sections  8.1 or 8.2 of this  Article 8, as the
case may be.

Section 8.5 - Indemnification by a Court

     Notwithstanding  any  contrary  determination  in the  specific  case under
Section  8.3  of  this  Article  8,  and  notwithstanding  the  absence  of  any
determination  thereunder,  any  director  or officer  may apply to any court of
competent  jurisdiction  in the Province of Alberta for  indemnification  to the
extent otherwise  permissible  under Sections 8.1 and 8.2 of this Article 8. The
basis of such  indemnification by a court shall be a determination by such court
that  indemnification  of the director or officer is proper in the circumstances
because he/she has met the applicable standards of conduct set forth in Sections
8.1  or 8.2 of  this  Article  8,  as  the  case  may  be.  Neither  a  contrary
determination  in the specific  case under Section 8.3 of this Article 8 nor the
absence of any  determination  thereunder shall be a defense to such application
or create a presumption that the director or officer seeking indemnification has
not met any  applicable  standard  of  conduct.  Notice of any  application  for
indemnification  pursuant to this Section 8.5 shall be given to the  Corporation
promptly  upon the filing of such  application.  If  successful,  in whole or in
part, the director or officer seeking  indemnification shall also be entitled to
be paid the expense of prosecuting such application.

Section 8.6 - Expenses Payable in Advance

     Expenses  incurred by a director or officer in defending or investigating a
threatened  or  pending  action,  suit  or  proceeding  shall  be  paid  by  the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he/she is
not entitled to be indemnified by the  Corporation as authorized in this Article
8.

Section 8.7 - Nonexclusivity of Indemnification and Advancement of Expenses

     The  indemnification  and  advancement  of expenses  provided by or granted
pursuant to this Article 8 and the Business Corporations Act shall not be deemed
exclusive  of any  other  rights  to  which  those  seeking  indemnification  or
advancement  of expenses  may be  entitled  under any other  provision  of these
By-Laws,  or  similarly  entitled  under  any  agreement,   contract,   vote  of
shareholders or disinterested directors, or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or otherwise, both as to action
in his/her official  capacity and as to action in another capacity while holding
such office, it being the policy of the Corporation that  indemnification of the
persons specified in Sections 8.1 and 8.2 of this Article 8 shall be made to the
fullest extent permitted by statute.  The provisions of this Article 8 shall not
be deemed to preclude the  indemnification of any person who is not specified in
Sections 8.1 or 8.2 of this Article 8, but whom the Corporation has the power or
obligation to indemnify under the provisions of the Business  Corporations  Act,
or otherwise.

Section 8.8 - Insurance

     The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director or officer of the Corporation,  or is or was a director
or officer of the  Corporation  serving at the request of the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust, employee benefit plan or other enterprise against any liability
asserted  against  him/her  and  incurred  by him/her in any such  capacity,  or
arising out of his/her status as such, except where his or her liability relates
to his or her failure to act  honestly and in good faith with a view to the best
interests of the Corporation or another entity where he or she is or was serving
at the request of the Corporation.

Section 8.9 - Certain Definitions

     For  purposes of this  Article 8,  references  to "the  Corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its  directors or officers,  so that any person who is or
was a  director  or  officer  of such  constituent  corporation,  or is or was a
director or officer of such  constituent  corporation  serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise,  shall stand in the same position under the provisions of this
Article 8 with respect to the resulting or surviving corporation as he/she would
have with respect to such constituent  corporation if its separate existence had
continued.  For purposes of this Article 8,  references to "fines" shall include
any excise taxes assessed on a person with respect to an employee  benefit plan;
and references to "serving at the request of the Corporation"  shall include any
service as a  director,  officer,  employee  or agent of the  Corporation  which
imposes  duties on, or  involves  services  by, such  director  or officer  with
respect to an employee  benefit plan, its participants or  beneficiaries;  and a
person who acted in good faith and in a manner he/she reasonably  believed to be
in the best  interests  of the  participants  and  beneficiaries  of an employee
benefit  plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation", as referred to in this Article 8.

Section 8.10 - Survival of Indemnification and Advancement of Expenses.

     The  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, this Article 8 shall,  unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs,  executors and administrators of such a
person.

Section 8. 11 - Limitation on Indemnification

     Notwithstanding  anything  contained  in this  Article  8 to the  contrary,
except for  proceedings  to enforce  rights to  indemnification  (which shall be
governed by Section 8.5  hereof),  the  Corporation  shall not be  obligated  to
indemnify  any  director or officer in  connection  with a  proceeding  (or part
thereof)  initiated by such person unless such  proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

     Subject to any  provision  imposed by the  Business  Corporations  Act, the
Corporation shall indemnify a director who was wholly  successful,  on merits or
otherwise, in the defense of any proceedings to which he/she was a party because
he/she was a director of the Corporation against reasonable expenses incurred by
him/her in connection with the proceeding.

Section 8.12 - Indemnification of Employees and Agents

     The  Corporation  may,  to the extent  authorized  from time to time by the
Board of Directors,  provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation,  similar to those conferred
in this Article 8 to directors and officers of the Corporation.


                                    ARTICLE 9
                                   AMENDMENTS

Section 9.1 - Amendments

     These By-Laws may be altered,  amended or repealed, in whole or in part, or
new By-Laws may be adopted by a majority vote of the Board of  Directors,  which
shall then be submitted to the shareholders at the next meeting of shareholders,
and the shareholders may, by ordinary resolution,  confirm,  reject or amend the
By-laws.

                                   ARTICLE 10
                                  MISCELLANEOUS

Section 10.1 - Invalidity of any provisions of these By-laws

     The invalidity or  unenforceability of any provision of these By-laws shall
not affect the validity or enforceability  of the remaining  provisions of these
By-laws.

                                   ARTICLE 11
                                 INTERPRETATION

Section 11.1 - Interpretation

     In this By-law and all other By-laws of the Corporation words importing the
singular  number only shall include the plural and vice versa;  words  importing
the  masculine  gender  shall  include the feminine  and neuter  genders;  words
importing persons shall include an individual,  partnership,  association,  body
corporate,  executor,  administrator or legal  representative  and any number or
aggregate of persons;  "articles"  include the original or restated  articles of
incorporation,  articles of  amendment,  articles of  amalgamation,  articles of
continuance, articles of reorganization, articles of arrangement and articles of
revival and includes an amendment to any of them;  "board"  shall mean the board
of directors of the Corporation;  and the "Business Corporations Act" shall mean
the Business Corporations Act, Revised Statutes of Alberta 1981, Chapter B-15 as
amended  from  time to  time  or any  Act  that  may  hereafter  be  substituted
therefore.


                   DATED effective the 20th day of April 2001.


                                                  ------------------
                                                  Michael J. Cyrus,
                                                  President


                                                  --------------------
                                                  Jerome A. Vennemann,
                                                  Secretary



     RESOLVED:  that all of the directors of Cinergy Canada, Inc. do hereby make
the foregoing By-laws a by-law of the said Corporation.

     The  undersigned,  being all of the directors of Cinergy Canada,  Inc. (the
"Corporation"),   hereby  sign,  pursuant  to  Section  11(2)  of  the  Business
Corporations  Act  (Alberta),  the foregoing  resolution  making these By-laws a
by-law of the said Corporation.


                   DATED effective the 20th day of April 2001.


                                                 ---------------------
                                                 Michael J. Cyrus


                                                 ---------------------
                                                 Clifford D. Johnson



     RESOLVED:  that the foregoing  By-laws of Cinergy  Canada Inc. be and it is
hereby confirmed.

     The undersigned, being all of the shareholders of Cinergy Canada, Inc. (the
"Corporation"),  hereby  sign,  pursuant  to  Section  136(1)  of  the  Business
Corporations Act (Alberta),  the foregoing resolution  confirming the By-laws of
the said Corporation.


                   DATED effective the 20th day of April 2001.

                                          Cinergy Capital & Trading, Inc.


                                          Per: ________________________


                                          Per: ________________________
EX-99 16 b-296.htm CERT OF FORM CINERGY LIMITED HOLDINGS, LLC CoF Cinergy Limited Holdings LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                          CINERGY LIMITED HOLDINGS, LLC

     This  Certificate  of  Formation  of  Cinergy  Limited  Holdings,  LLC (the
"Company"),  is  being  duly  executed  and  filed  by  the  undersigned,  as an
authorized  person,  to form a limited  liability  company  under  the  Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), 6 Del. C.ss.ss.18-101, et seq.

                                    ARTICLE I

                                      NAME

               The name of the limited liability company shall be:
                          Cinergy Limited Holdings, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Center,  1209 Orange Street,  Wilmington,  Delaware  19801,  or such other
location as the Company by consent shall determine. The initial registered agent
of the Company shall be: The  Corporation  Trust  Company,  1209 Orange  Street,
Wilmington,  New Castle County,  Delaware,  19801, or such other location as the
Company  by  consent  shall  determine.  Either  the  registered  office  or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

     In Witness  Whereof,  the  undersigned  has executed  this  Certificate  of
Formation on this 14th day of December, 2001.


                                                              /s/ Cecilia Temple
                                                              ------------------
                                                              Cecilia Temple
                                                              Authorized Person
EX-99 17 b-298.htm CERT OF FORM CINERGY GENERAL HOLDINGS, LLC CoF Cinergy General Holdings LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                          CINERGY GENERAL HOLDINGS, LLC


     This  Certificate  of  Formation  of  Cinergy  General  Holdings,  LLC (the
"Company"),  is  being  duly  executed  and  filed  by  the  undersigned,  as an
authorized  person,  to form a limited  liability  company  under  the  Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), 6 Del. C.ss.ss.18-101, et seq.

                                    ARTICLE I

                                      NAME

               The name of the limited liability company shall be:
                          Cinergy General Holdings, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Center,  1209 Orange Street,  Wilmington,  Delaware  19801,  or such other
location as the Company by consent shall determine. The initial registered agent
of the Company shall be: The  Corporation  Trust  Company,  1209 Orange  Street,
Wilmington,  New Castle County,  Delaware,  19801, or such other location as the
Company  by  consent  shall  determine.  Either  the  registered  office  or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

     In Witness  Whereof,  the  undersigned  has executed  this  Certificate  of
Formation on this 14th day of December, 2001.



                                                              /s/ Cecilia Temple
                                                              ------------------
                                                                  Cecilia Temple
                                                               Authorized Person
EX-99 18 b-300.htm CERT OF FORM CINERGY PROPANE, LLC CoF Cinergy Propane 
                            CERTIFICATE OF FORMATION

                                       OF

                              Cinergy Propane, LLC

     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                              Cinergy Propane, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights,  which a limited  liability company
may exercise legally pursuant to the Act. ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 18th day of October, 2001.



                                                              /s/ Cecilia Temple
                                                              ------------------
                                                              Cecilia Temple
                                                              Sole Organizer
EX-99 19 b-302.htm CERT OF INCORP CINERGY RETAIL POWER LIMITED, INC. CoI of Cinergy Retail Power Limited 
                          CERTIFICATE OF INCORPORATION

                                       OF

                       Cinergy Retail Power Limited, Inc.


     The  undersigned,  for the purpose of  organizing a  corporation  under the
General Corporation Law of the State of Delaware, certifies:

     FIRST: The name of the corporation is:

                       Cinergy Retail Power Limited, Inc.

     SECOND: The address of the corporation's  registered office in the State of
Delaware  is the  Corporation  Trust  Center,  1209 Orange  Street,  Wilmington,
Delaware 19801,  County of New Castle.  The name of the registered agent at such
address is The Corporation Trust Company.

     THIRD:  The  purpose of the  corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.

     FOURTH:  The total  number of shares of stock which the  corporation  shall
have  authority to issue is five hundred (500) shares of common  stock,  without
par value.

     FIFTH:  The name and mailing address of the incorporator is Cecilia Temple,
139 East Fourth Street, 25 AT II, Cincinnati, Ohio 45202.

     SIXTH: A director of the corporation  shall not be personally liable to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the director  derived any improper
personal benefit.  If the Delaware General  Corporation Law is amended after the
date of the filing of this  Certificate  to authorize  corporate  action further
eliminating or limiting the personal liability of directors,  then the liability
of director of the  corporation  shall be  eliminated  or limited to the fullest
extent  permitted by the Delaware  General  Corporation  Law, as so amended.  No
repeal or  modification  of this Article SIXTH shall apply to or have any effect
on the liability or alleged  liability of any director of the corporation for or
with respect to any acts or omissions of such director  occurring  prior to such
repeal or modification.

     SEVENTH:  The directors shall have power to make,  alter or repeal by-laws,
except as may otherwise be provided in the by-laws.

     EIGHTH: Elections of directors need not be by written ballot, except as may
otherwise be provided in the by-laws.

     WITNESS my signature this 6th day of August 2001.



                                                              /s/ Cecilia Temple
                                                              ------------------
                                                              Cecilia Temple
                                                              Sole Incorporator
EX-99.B 20 b-303.htm BY-LAWS CINERGY RETAIL POWER LIMITED, INC. By-Laws Cinergy Retail Power Limited 
                                     BY-LAWS



                                       OF



                       Cinergy Retail Power Limited, Inc.





                                 August 6, 2001




                                TABLE OF CONTENTS

                                    ARTICLE I
                                     Offices

 Section 1.1.    Offices.

                                   ARTICLE II
                             Stockholders' Meetings
                             ----------------------

 Section 2.1.    Annual Meeting.
 Section 2.2.    Notice of Annual Meeting.
 Section 2.3.    Special Meetings.
 Section 2.4.    Notice of Special Meeting.
 Section 2.5.    Waiver of Notice.
 Section 2.6.    Quorum.
 Section 2.7.    Voting.
 Section 2.8.    Written Consent of Stockholders in Lieu of Meeting.

                                   ARTICLE III
                                    Directors
                                    ---------

 Section 3.1.    Duties and Powers.
 Section 3.2.    Number and Election of Directors.
 Section 3.3.    Vacancies.
 Section 3.4.    Meetings.
 Section 3.5.    Quorum.
 Section 3.6.    Actions of Board.
 Section 3.7.    Meetings by Means of Conference Telephone.
 Section 3.8.    Committees.
 Section 3.9.    Compensation
 Section 3.10.   Contracts and Transactions Involving Directors


                                   ARTICLE IV
                                    Officers
                                    --------

 Section 4.1.    Officers.
 Section 4.2.    Appointment, Terms, and Vacancies.
 Section 4.3.    Chairman of the Board.
 Section 4.4.    Chief Executive Officer
 Section 4.5.    President.
 Section 4.6.    Vice Presidents.
 Section 4.7(a). Secretary.
 Section 4.7(b). Assistant Secretaries.
 Section 4.8.    Treasurer.
 Section 4.9.    Comptroller.
 Section 4.10.   Other Officers.


                                    ARTICLE V
                                  Capital Stock
                                  -------------

 Section 5.1.    Form and Execution of Certificates.
 Section 5.2.    Signatures.
 Section 5.3.    Lost Certificates.
 Section 5.4.    Transfers.
 Section 5.5.    Record Date.
 Section 5.6.    Beneficial Ownership Rights.


                                   ARTICLE VI
                                     Notices
                                     -------

 Section 6.1.    Notices.
 Section 6.2.    Waivers of Notice.


                                   ARTICLE VII
                               General Provisions
                               ------------------

 Section 7.1.    Dividends.
 Section 7.2.    Disbursements.
 Section 7.3.    Voting Securities Owned by the Corporation.
 Section 7.4.    Fiscal Year.
 Section 7.5.    Corporate Seal.

                                  ARTICLE VIII
                                 Indemnification
                                 ---------------

 Section 8.1.    Power to Indemnify in Actions, Suits or Proceedings
                   Other than Those By or in the Right of the Corporation.
 Section 8.2.    Power to Indemnify in Actions, Suits or Proceedings
                 By or in the Right of the Corporation.
 Section 8.3.    Authorization of Indemnification.
 Section 8.4.    Good Faith Defined.
 Section 8.5.    Indemnification by a Court.
 Section 8.6.    Expenses Payable in Advance.
 Section 8.7.    Nonexclusivity of Indemnification and Advancement of Expenses.
 Section 8.8.    Insurance.
 Section 8.9.    Certain Definitions.
 Section 8.10.   Survival of Indemnification and Advancement of Expenses.
 Section 8.11.   Limitation on Indemnification.
 Section 8.12.   Indemnification of Employees and Agents.

                                   ARTICLE IX
                                   Amendments
                                   ----------

 Section 9.1.    Amendments.

                                    ARTICLE X
                                Emergency By-Laws
                                -----------------

 Section 10.1.   Emergency By-Laws.


                                     By-Laws

                                       Of

                       Cinergy Retail Power Limited, Inc.

                     (hereinafter called the "Corporation")


                                    ARTICLE I

                                     Offices
                                     -------

     Section  1.1.  Offices.  To  the  extent  not  otherwise  provided  in  the
Certificate of  Incorporation,  the principal office of the Corporation shall be
at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such
other  offices at such other places as the Board of  Directors  may from time to
time determine, or as the business of the Corporation may require.


                                   ARTICLE II

                             Stockholders' Meetings
                             ----------------------

     Section 2.1. Annual Meeting.  The annual meeting of the stockholders may be
held at such place,  time, and date designated by the Board of Directors for the
election of directors,  the  consideration  of the reports to be laid before the
meeting, and the transaction of such other business as may be brought before the
meeting.

     Section 2.2. Notice of Annual  Meeting.  Notice of the annual meeting shall
be given in  writing  to each  stockholder  entitled  to vote  thereat,  at such
address as appears on the records of the  Corporation at least ten (10) days and
not more than forty-five (45) days prior to the meeting.

     Section 2.3. Special Meetings.  Special meetings of the stockholders may be
called at any time by the Chairman of the Board, the Chief Executive Officer, or
the President,  or by a majority of the members of the Board of Directors acting
with or without a  meeting,  or by the  persons  who hold in the  aggregate  the
express  percentage,  as  provided  by statute,  of all shares  outstanding  and
entitled to vote thereat,  upon notice in writing,  stating the time,  place and
purpose of the meeting.  Business  transacted at all special  meetings  shall be
confined to the objects stated in the call.

     Section 2.4. Notice of Special  Meeting.  Notice of a special  meeting,  in
writing,  stating the time,  place and purpose  thereof,  shall be given to each
stockholder  entitled to vote  thereat,  at least  twenty (20) days and not more
than forty-five (45) days prior to the meeting.

     Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any
meeting of stockholders may be waived by the written assent of every stockholder
entitled  to  notice,  filed with or entered  upon the  records of the  meeting,
either before or after the holding thereof.  It shall not be required to specify
in the waiver of notice either the purpose of such meeting or the business to be
transacted  at such  meeting.  Attendance  of a  stockholder  at a meeting shall
constitute  a waiver of  notice of such  meeting,  except  when the  stockholder
attends a meeting for the express  purpose of objecting at the  beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.

     Section 2.6.  Quorum.  The holders of shares  entitling  them to exercise a
majority of the voting  power,  or, if the vote is to be taken by  classes,  the
holders of shares of each class  entitling  them to  exercise a majority  of the
voting power of that class,  present in person or by proxy at any meeting of the
stockholders, unless otherwise specified by statute, shall constitute a quorum.

          If, however,  at any meeting of the stockholders,  a quorum shall fail
     to attend in person or by proxy, a majority in interest of the stockholders
     attending  in person or by proxy at the time and place of such  meeting may
     adjourn the meeting from time to time without  further  notice  (unless the
     meeting  has  been   adjourned  for  over  thirty  days),   other  than  by
     announcement  at the meeting at which such  adjournment  is taken,  until a
     quorum is present. At any such adjourned meeting at which a quorum shall be
     present, any business may be transacted which might have been transacted at
     the meeting originally called.

     Section  2.7.  Voting.  At each  meeting  of the  stockholders,  except  as
otherwise provided by statute or the Certificate of Incorporation,  every holder
of record  of stock of the class or  classes  entitled  to vote at such  meeting
shall be entitled to vote in person or by proxy  appointed by an  instrument  in
writing  subscribed by such  stockholder and bearing a date, not later than such
time as expressly  provided by statute,  prior to said meeting unless some other
definite period of validity shall be expressly provided therein.

          Each  stockholder  shall  have one (1)  vote  for each  share of stock
     having  voting  power,  registered  in his or her name on the  books of the
     Corporation,  at the date fixed for  determination  of persons  entitled to
     vote at the  meeting  or,  if no date has  been  fixed,  then as  expressly
     provided by statute. Cumulative voting shall be permitted only as expressly
     provided by statute.

          At any meeting of  stockholders,  a list of  stockholders  entitled to
     vote,  alphabetically  arranged,  showing  the number and classes of shares
     held by each on the date fixed for closing the books  against  transfers or
     the record date fixed as hereinbefore provided (or if no such date has been
     fixed, then as hereinbefore  stated as expressly provided by statute) shall
     be produced on the request of any stockholder, and such list shall be prima
     facie evidence of the ownership of shares and of the right of  stockholders
     to vote, when certified by the Secretary or by the agent of the Corporation
     having charge of the transfer of shares.

     Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action
required or permitted by statute,  the  Certificate of  Incorporation,  or these
By-Laws,  to be taken at any annual or special  meeting of  stockholders  of the
Corporation,  may be taken without a meeting, without prior notice and without a
vote,  if a written  consent in lieu of a meeting,  setting  forth the action so
taken,  shall be signed by all the  stockholders  entitled to vote thereon.  Any
such  written  consent  may be  given  by one or  any  number  of  substantially
concurrent  written  instruments of  substantially  similar tenor signed by such
stockholders,  in person or by attorney or proxy duly appointed in writing,  and
filed with the records of the  Corporation.  Any such written  consent  shall be
effective as of the effective date thereof as specified therein.


                                   ARTICLE III

                                    Directors
                                    ---------

     Section 3.1. Duties and Powers. The business and affairs of the Corporation
shall be managed by or under the  direction of the Board of Directors  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not,  by  statute,  the  Certificate  of  Incorporation,  or these
By-Laws, directed or required to be exercised or done by the stockholders.

     Section 3.2. Number and Election of Directors. The Board of Directors shall
consist of not less than three nor more than fifteen  members,  the exact number
of which shall be fixed by the Board of  Directors.  Directors  shall be elected
annually by stockholders at their annual  meeting,  in a manner  consistent with
statute and as provided in Article II,  Section 2.8 of these  By-Laws,  and each
director so elected  shall hold office until  his/her  successor is duly elected
and qualifies, or until his/her earlier resignation or removal. Any director may
resign at any time upon written notice to the Corporation. Directors need not be
stockholders  and shall  fulfill  residency  requirements  as and if provided by
statute.  Any  director  may be removed  at any time with or without  cause by a
majority vote of the stockholders, unless otherwise provided by statute.

     Section  3.3.  Vacancies.   Vacancies  and  newly  created   directorships,
resulting from any increase in the authorized number of directors, may be filled
by a majority of the directors then in office, and the directors so chosen shall
hold office for the  unexpired  term of the  predecessor  and/or  until the next
annual meeting of stockholders,  and until their successors are duly elected and
qualify, or until their earlier resignation or removal.

     Section 3.4.  Meetings.  Regular  meetings of the Board of Directors may be
held at such time,  place,  and upon such notice as the Board of  Directors  may
from time to time determine.  Special  meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
or by members of the board (the  express  percentage  of the latter as minimally
provided for by statute). Notice thereof stating the place, date and hour of the
meeting  shall  be  given  to each  director  either  by  mail  (not  less  than
forty-eight (48) hours before the date of the meeting), by telephone or telegram
(on  twenty-four  (24) hours' notice) or on such shorter notice as the person or
persons   calling  such  meeting  may  deem  necessary  or  appropriate  in  the
circumstances.

     Section 3.5. Quorum.  Except as may be otherwise  specifically provided for
by statute,  the Certificate of Incorporation or these By-Laws,  at all meetings
of the Board of  Directors,  a majority of the entire Board of  Directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of  Directors.  If a quorum  shall not be present at any meeting of
the Board of Directors,  the directors  present  thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum shall be present.

     Section 3.6. Actions of Board. Unless otherwise provided by the Certificate
of  Incorporation  of the  Corporation or these By-Laws,  any action required or
permitted  to be taken at any  meeting  of the  Board  of  Directors,  or of any
committee(s)  thereof, may be taken without a meeting, if all the members of the
Board of Directors, or of such committee(s), as the case may be, consent thereto
in writing,  and the  writing(s) is filed with the minutes of proceedings of the
Board  of  Directors,  or of such  committee(s),  of the  Corporation.  Any such
written  consent to action of the Board of Directors,  or of such  committee(s),
shall be effectuated by the signature of the member lastly consenting thereto in
writing,  unless the consent otherwise specified a prior or subsequent effective
date.

     Section 3.7.  Meetings by Means of Conference  Telephone.  Unless otherwise
provided  by the  Certificate  of  Incorporation  of the  Corporation  or  these
By-Laws,  members of the Board of Directors,  or any committee(s)  thereof,  may
participate in a meeting of the Board of Directors, or of such committee(s),  as
the case may be, by means of a conference  telephone  or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in a meeting pursuant to this Section 3.7 shall
constitute presence in person at such meeting.

     Section 3.8.  Committees.  The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors,  designate, from time to time as
they may see fit,  one or more  committees,  each such  committee  to consist of
three or more of the  directors of the  Corporation.  The Board of Directors may
designate one or more  directors as alternate  members of any such committee who
may  replace  any  absent  or  disqualified  member at any  meeting  of any such
committee. In the absence or disqualification of a member of a committee, and in
the absence of a designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members thereof present
at any meeting and not disqualified  from voting,  whether or not he/she or they
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors  to act at the  meeting  in the place of any  absent  or  disqualified
member.  Any  committee,  to the extent  allowed by statute and  provided in the
resolution  establishing  such  committee,  shall have and may  exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the  Corporation.  Each committee  shall keep regular minutes and
report to the Board of Directors when required.

     Section 3.9.  Compensation.  Each director of the  Corporation  (other than
directors who are salaried officers of the Corporation or any of its affiliates)
shall be  entitled  to receive as  compensation  for  services  such  reasonable
compensation,  which may include pension,  disability and death benefits, as may
be  determined  from  time  to  time  by  the  Board  of  Directors.  Reasonable
compensation  may also be paid to any person  other  than a director  officially
called to attend any such meeting.

     Section 3.10. Contracts and Transactions  Involving Directors.  No contract
or  transaction  between the  Corporation  and one or more of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction,  or solely because his/her
or their  votes are counted for such  purpose if: (i) the  material  facts as to
his/her or their  relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the  committee,  and the
Board of  Directors  or  committee  in good faith  authorizes  the  contract  or
transaction  by  the  affirmative  votes  of a  majority  of  the  disinterested
directors,  even though the  disinterested  directors be less than a quorum;  or
(ii) the material facts as to his/her or their  relationship  or interest and as
to the contract or  transaction  are disclosed or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved  in good faith by vote of the  stockholders;  or (iii) the  contract or
transaction  is  fair as to the  Corporation  as of the  time it is  authorized,
approved or  ratified,  by the Board of  Directors,  a committee  thereof or the
stockholders.  Common or interested  directors may be counted in determining the
presence of a quorum at a meeting of the Board of  Directors  or of a committee,
which authorizes the contract or transaction.


                                   ARTICLE IV

                                    Officers
                                    --------

     Section 4.1.  Officers.  The officers of the Corporation shall consist of a
President,  a Secretary,  and a Treasurer,  and may consist of a Chairman of the
Board, a Chief Executive  Officer,  a Comptroller,  one or more Vice Presidents,
one or more  Assistant  Secretaries,  and such other officers as the board shall
from time to time deem necessary.  Any number of offices may be held by the same
person,   unless   otherwise   prohibited  by  statute,   the   Certificate   of
Incorporation, or these By-Laws.

     Section 4.2. Appointment,  Terms, and Vacancies. The Board of Directors, at
its first  meeting  held  after  each  annual  meeting  of  stockholders  of the
Corporation (i.e., the annual  organization  meeting of the Board of Directors),
shall appoint the officers of the  Corporation  who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined  from time to time by the board,  and such officers shall hold office
until their  successors  are chosen and shall  qualify,  or until their  earlier
resignation  or removal  from  office.  Any  officer  appointed  by the Board of
Directors  may be removed at any time by the  affirmative  vote of a majority of
the board.  Any  vacancy  occurring  in any office of the  Corporation  shall be
filled by the Board of Directors.

     Section 4.3.  Chairman of the Board. The Chairman of the Board, if there be
one,  shall be a  director  and shall  preside at all  meetings  of the Board of
Directors and, in the absence or incapacity of the Chief  Executive  Officer and
the President,  meetings of the stockholders,  and shall, subject to the board's
direction   and   control,   be  the  board's   representative   and  medium  of
communication,  and shall have the general  powers and duties as are incident to
the office of Chairman of the Board of a corporation.

     Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there
be one, shall preside at all meetings of the stockholders and, in the absence or
incapacity of the Chairman of the Board, meetings of the Board of Directors. The
Chief Executive Officer shall from time to time report to the Board of Directors
all matters within his or her knowledge  which the interests of the  Corporation
may require be brought to their  notice.  Where the  offices of Chief  Executive
Officer and President  are held by different  individuals,  the  President  will
report directly to the Chief Executive Officer.

     Section 4.5. President.  The President shall be the chief operating officer
of the Corporation,  and shall have general and active  management and direction
of the affairs of the Corporation, shall have supervision of all departments and
of all officers of the Corporation, shall see that the orders and resolutions of
the Board of Directors,  or of any committee(s)  thereof, are carried fully into
effect,  and  shall  have the  general  powers  and  duties of  supervision  and
management as are incident to the office of President of a  corporation.  In the
absence or incapacity of the Chief Executive  Officer,  the President also shall
be the chief executive officer of the Corporation.

     Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties
as the Board of  Directors  shall from time to time  require.  In the absence or
incapacity  of the  President,  the Vice  President  designated  by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President shall exercise the powers and duties of the President.

     Section 4.7(a).  Secretary.  The Secretary shall attend all meetings of the
Board of Directors and of the stockholders of the Corporation,  and act as clerk
thereof, and record all votes and the minutes of all proceedings in a book to be
kept for that purpose,  shall record all written  business  transactions,  shall
perform like duties for the standing  committees  when required,  and shall have
the general  powers and duties as are  incident to the office of  Secretary of a
corporation.  The Secretary  shall give, or cause to be given,  proper notice of
all  meetings  of the  stockholders  and of the  Board of  Directors,  and shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including by the Chairman of the Board),  the Chief Executive  Officer,  or the
President. The Secretary shall have custody of the seal, if there be one, of the
Corporation and the Secretary or any Assistant Secretary, if there be one, shall
have  authority  to affix the same to any  instrument  requiring  it and when so
affixed,  it may  be  attested  by the  signature  of  the  Secretary  or by the
signature of any such  Assistant  Secretary.  (The Board of  Directors  may give
general  authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his/her  signature).  The Secretary shall see that all
books,  reports,  statements,  certificates  and  other  documents  and  records
required by statute to be kept or filed are properly kept or filed,  as the case
may be.

     Section 4.7(b). Assistant Secretaries.  At the request of the Secretary, or
in his or her absence or incapacity to act, the Assistant Secretary or, if there
be more than one, the Assistant  Secretary  designated by the  Secretary,  shall
perform the duties of the Secretary and when so acting shall have all the powers
of and be  subject  to all the  restrictions  of the  Secretary.  The  Assistant
Secretaries shall perform such other duties as may from time to time be assigned
to them by the Board of Directors  (including by the Chairman of the Board), the
Chief Executive Officer, the President, or the Secretary.

     Section 4.8. Treasurer. The Treasurer shall be the financial officer of the
Corporation, shall keep full and accurate accounts of all collections,  receipts
and  disbursements  in books  belonging to the  Corporation,  shall  deposit all
moneys  and  other  valuable  effects  in the  name  and to  the  credit  of the
Corporation,  in  such  depositories  as  may be  designated  by  the  Board  of
Directors,  shall disburse the funds of the Corporation as may be ordered by the
Board of Directors (including by the Chairman of the Board), the Chief Executive
Officer, or the President,  taking proper vouchers therefor, and shall render to
the President,  the Chief Executive Officer,  the Chairman of the Board,  and/or
directors at any meeting of the board,  or whenever  they may require it, and to
the  annual  meeting  of  the  stockholders,  an  account  of  all  his  or  her
transactions as Treasurer and of the financial condition of the Corporation, and
shall  have the  general  powers  and  duties as are  incident  to the office of
Treasurer of a corporation. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in a form and in such sum with surety as shall
be satisfactory to the Board of Directors for the faithful performance of his or
her duties as Treasurer and for the restoration to the Corporation,  in the case
of his or her death,  resignation,  retirement  or removal from  office,  of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession,  or under his or her control, and belonging to the Corporation.  The
Treasurer  shall  perform such other duties as may be prescribed by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President.

     Section  4.9.  Comptroller.  The  Comptroller  shall have  control over all
accounts  and  records of the  Corporation  pertaining  to  moneys,  properties,
materials and supplies,  and shall have executive direction over the bookkeeping
and  accounting  functions  and shall have the general  powers and duties as are
incident to the office of comptroller of a corporation.  The  Comptroller  shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including  by the  Chairman of the Board),  the Chief  Executive  Officer,  the
President, or a Vice President.

     Section 4.10. Other Officers. Such other officers of the Corporation as the
Board of Directors may appoint shall perform such duties and have such powers as
from time to time may be assigned to them by the board.  The Board of  Directors
may delegate to any other officer of the  Corporation  the power to appoint such
other officers and to prescribe their respective duties and powers.


                                    ARTICLE V

                                  Capital Stock
                                  -------------

     Section 5.1.  Form and  Execution of  Certificates.  The  certificates  for
shares  of the  capital  stock  of the  Corporation  shall  be of such  form and
content, not inconsistent with statute and the Certificate of Incorporation,  as
shall be  approved  by the  Board of  Directors.  Every  holder  of stock in the
Corporation  shall be entitled to have a certificate  signed, in the name of the
Corporation,  by (i)  either the  Chairman  of the  Board,  the Chief  Executive
Officer,  the President or a Vice President and (ii) by any one of the following
officers:  the  Secretary  or an  Assistant  Secretary  or the  Treasurer  or an
Assistant  Treasurer.  All certificates shall be consecutively  numbered in each
class  of  shares.  The  name  and  address  of the  person  owning  the  shares
represented  thereby,  with the number of shares and the date of issue, shall be
entered on the Corporation's books.

     Section 5.2. Signatures.  Any or all of the signatures on a certificate may
be a facsimile thereof. In case any officer, transfer agent or registrar who has
signed or whose  facsimile  signature has been placed upon a  certificate  shall
have  ceased  to be such  officer,  transfer  agent  or  registrar  before  such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he/she  were such  officer,  transfer  agent or  registrar  at the date of
issue.

     Section 5.3.  Lost  Certificates.  The Board of Directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation  alleged to have been lost, stolen or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its  discretion  and as a condition  precedent to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
certificate,  or his/her  legal  representative,  to advertise  the same in such
manner as the Board of Directors  shall require and/or to give the Corporation a
bond in such sum as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost, stolen or destroyed.

     Section  5.4.  Transfers.  The capital  stock of the  Corporation  shall be
transferable in the manner  provided by statute and in these By-Laws.  Transfers
of shares shall be made on the books of the Corporation only by the person named
in the certificate or by his/her  attorney  lawfully  constituted in writing and
upon the surrender of the certificate therefor, which shall be canceled before a
new certificate shall be issued.

     Section 5.5.  Record Date. In order that the  Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or entitled to express consent to corporate action in
writing  without a meeting,  or entitled to receive  payment of any  dividend or
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect of any change,  conversion  or  exchange of stock,  or for the
purpose of any other lawful action,  the Board of Directors may fix, in advance,
a record  date,  which  shall not be more than sixty days nor less than ten days
before  the date of such  meeting,  nor more than  sixty days prior to any other
action.  A  determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive  dividends,  and to vote as such  owner,  and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or shares on the part of any other person,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by statute.


                                   ARTICLE VI

                                     Notices
                                     -------

     Section 6.1. Notices.  Whenever written notice is required by statute,  the
Certificate  of  Incorporation,  or these  By-Laws to be given to any  director,
member  of a  committee,  or  stockholder,  such  notice  may be  given by mail,
addressed to each such person,  at his/her  address as it appears on the records
of the  Corporation,  with  postage  thereon  prepaid,  and such notice shall be
deemed to be given at the time when the same  shall be  deposited  in the United
States mail,  or as otherwise  provided by statute.  Written  notice may also be
given personally or by telegram, telex or cable.

     Section 6.2. Waivers of Notice. Whenever any notice is required by statute,
the Certificate of Incorporation,  or these By-Laws to be given to any director,
member of a committee,  or stockholder,  a waiver thereof in writing,  signed by
the person or persons entitled to said notice,  whether before or after the time
stated therein, shall be deemed equivalent thereto.


                                   ARTICLE VII

                               General Provisions
                               ------------------

     Section  7.1.   Dividends.   Dividends   upon  the  capital  stock  of  the
Corporation,   subject  to  any  provision   imposed  by  the   Certificate   of
Incorporation,  may be  declared  by the Board of  Directors  at any  regular or
special  meeting,  or by written consent to the action of the board without such
meeting(s),  and may be paid in cash,  in property,  or in shares of the capital
stock.  Before payment of any dividend,  there may be set aside out of any funds
of the  Corporation  available  for  dividends  such sum or sums as the Board of
Directors  from time to time,  in its  absolute  discretion,  deems  proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

     Section  7.2.  Disbursements.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

     Section  7.3.  Voting  Securities  Owned  by  the  Corporation.  Powers  of
attorney,  proxies, waivers of notice of meeting, consents and other instruments
relating to securities  owned by the  Corporation may be executed in the name of
and on behalf of the Corporation by the Chief Executive Officer,  the President,
any Vice  President,  the Secretary,  or any Assistant  Secretary,  and any such
officer  may,  in the name of and on  behalf of the  Corporation,  take all such
action as any such  officer may deem  advisable to vote in person or by proxy at
any meeting of security  holders of any corporation in which the Corporation may
own  securities  and at any such meeting  shall possess and may exercise any and
all rights and power incident to the ownership of such  securities and which, as
the owner  thereof,  the  Corporation  might have  exercised  and  possessed  if
present.  The Board of Directors  may, by  resolution,  from time to time confer
like powers upon any other person or persons.

     Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December each year.

     Section 7.5.  Corporate Seal. The seal of the Corporation (if there be one)
shall  have  inscribed  thereon  the  name of the  Corporation,  the year of its
incorporation,  the words  "Corporate  Seal" and "Delaware",  and any such other
emblem or device as approved by the Board of Directors.  The seal may be used by
causing it or a  facsimile  thereof to be  impressed  or affixed or in any other
manner reproduced.


                                  ARTICLE VIII

                                 Indemnification
                                 ---------------

     Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than
Those By or in the Right of the  Corporation.  Subject  to  Section  8.3 of this
Article VIII, the  Corporation  shall indemnify any person who was or is a party
to or is threatened to be made a party to any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  Corporation)  by
reason  of  the  fact  that  he/she  is or  was a  director  or  officer  of the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the request of the  Corporation  as a director or officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and  reasonably  incurred by him/her in
connection with such action, suit or proceeding,  if he/she acted in good faith,
and, in a manner he/she reasonably  believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he/she  reasonably  believed  to be in or not opposed to the best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.

     Section 8.2.  Power to Indemnify in Actions,  Suits or Proceedings By or in
the Right of the  Corporation.  Subject to Section 8.3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that  he/she is or was a director or officer of the  Corporation,  or is or
was a  director  or  officer of the  Corporation  serving at the  request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in  connection  with the defense or settlement of such action or suit if
he/she acted in good faith and in a manner he/she  reasonably  believed to be in
or not  opposed  to the  best  interests  of the  Corporation;  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the  performance  of his/her duty to the  Corporation,  unless and
only to the extent that the court in which such action or suit was brought shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

     Section 8.3.  Authorization of Indemnification.  Any indemnification  under
this Article VIII (unless  ordered by a court) shall be made by the  Corporation
only  as   authorized   in  the  specific   case  upon  a   determination   that
indemnification  of the  present or former  director or officer is proper in the
circumstances  because  he/she has met the  applicable  standard  of conduct set
forth in Section 8.1 or Section 8.2 of this  Article  VIII,  as the case may be.
Such  determination  shall be made with respect to a person who is a director or
officer at the time of such  determination,  (i) by the Board of  Directors by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceeding,  or (ii) by a committee of such directors designated
by majority vote of such directors,  even though less than a quorum; or (iii) if
such  a  quorum  is  not  obtainable,   or,  even  if  obtainable  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (iv) by the stockholders. To the extent, however, that a director or
officer of the  Corporation  has been  successful  on the merits or otherwise in
defense of any action, suit or proceeding  described above, or in defense of any
claim,  issue or matter therein,  he/she shall be indemnified  against  expenses
(including  attorneys'  fees)  actually  and  reasonably  incurred by him/her in
connection  therewith,  without the necessity of  authorization  in the specific
case.

          Any  determination   made  by  the   disinterested   directors  or  by
     independent legal counsel under this section shall be promptly communicated
     to the person  who  threatened  or brought  the action or suit by or in the
     right of the  Corporation  under  Section 8.1 and 8.2 of this Article VIII,
     and, within ten days after receipt of such notification, such persons shall
     have the right to petition the court (at the courts'  discretion)  in which
     such  action or suit was  brought  to  review  the  reasonableness  of such
     determination.


     Section 8.4. Good Faith Defined.  For purposes of any  determination  under
Section 8.3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner he/she reasonably  believed to be in or not opposed to the
best interests of the  Corporation,  or, with respect to any criminal  action or
proceeding,  to have had no  reasonable  cause to believe  his/her  conduct  was
unlawful,  if his/her  action is based on the records or books of account of the
Corporation or another enterprise,  or on information supplied to him/her by the
officers of the Corporation or another enterprise in the course of their duties,
or on the advice of legal counsel for the  Corporation or another  enterprise or
on  information  or records given or reports made to the  Corporation or another
enterprise by an independent certified public accountant,  or by an appraiser or
other  expert  selected  with  reasonable  care by the  Corporation  or  another
enterprise. The term "another enterprise" as used in this Section 8.4 shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other  enterprise  of which such person is or was serving at the request
of the Corporation as a director,  officer, employee or agent. The provisions of
this  Section 8.4 shall not be deemed to be exclusive or to limit in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standard of conduct set forth in Sections  8.1 or 8.2 of this Article  VIII,  as
the case may be.

     Section  8.5.  Indemnification  by a Court.  Notwithstanding  any  contrary
determination  in the specific case under Section 8.3 of this Article VIII,  and
notwithstanding  the absence of any  determination  thereunder,  any director or
officer  may  apply  to any  court of  competent  jurisdiction  in the  State of
Delaware for indemnification to the extent otherwise  permissible under Sections
8.1 and 8.2 of this Article VIII. The basis of such  indemnification  by a court
shall be a determination by such court that  indemnification  of the director or
officer is proper in the  circumstances  because  he/she has met the  applicable
standards of conduct set forth in Sections 8.1 or 8.2 of this Article  VIII,  as
the case may be.  Neither a contrary  determination  in the specific  case under
Section 8.3 of this Article VIII nor the absence of any determination thereunder
shall be a defense to such application or create a presumption that the director
or  officer  seeking  indemnification  has not met any  applicable  standard  of
conduct. Notice of any application for indemnification  pursuant to this Section
8.5  shall  be  given  to the  Corporation  promptly  upon  the  filing  of such
application. If successful, in whole or in part, the director or officer seeking
indemnification  shall also be entitled  to be paid the  expense of  prosecuting
such application.

     Section 8.6.  Expenses Payable in Advance.  Expenses incurred by a director
or officer in defending or investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he/she is not entitled to be indemnified by the  Corporation
as authorized in this Article VIII.

     Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses.
The  indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any other provision of these By-Laws, or similarly entitled under any agreement,
contract,  vote of stockholders or disinterested  directors,  or pursuant to the
direction  (howsoever  embodied)  of any  court  of  competent  jurisdiction  or
otherwise,  both as to action in his/her  official  capacity and as to action in
another  capacity  while  holding  such  office,  it  being  the  policy  of the
Corporation that  indemnification  of the persons  specified in Sections 8.1 and
8.2 of this  Article  VIII  shall be made to the  fullest  extent  permitted  by
statute. The provisions of this Article VIII shall not be deemed to preclude the
indemnification  of any person who is not  specified  in Sections  8.1 or 8.2 of
this Article  VIII,  but whom the  Corporation  has the power or  obligation  to
indemnify  under  the  provisions  of  statute  of the  State  of  Delaware,  or
otherwise.

     Section 8.8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer of the  Corporation,
or is or was a director or officer of the Corporation  serving at the request of
the  Corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  against any  liability  asserted  against  him/her  and  incurred by
him/her in any such capacity,  or arising out of his/her status as such, whether
or not the  Corporation  would  have the power or the  obligation  to  indemnify
him/her against such liability under the provisions of this Article VIII.

     Section  8.9.  Certain  Definitions.  For  purposes of this  Article  VIII,
references  to "the  Corporation"  shall  include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such  constituent  corporation,  or is or was a  director  or  officer  of  such
constituent  corporation serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise,  shall stand in
the same position  under the provisions of this Article VIII with respect to the
resulting  or  surviving  corporation  as he/she would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article VIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the  request of the  Corporation"  shall  include  any service as a director,
officer,  employee  or agent of the  Corporation  which  imposes  duties  on, or
involves  services  by,  such  director or officer  with  respect to an employee
benefit plan, its participants or beneficiaries;  and a person who acted in good
faith and in a manner he/she reasonably  believed to be in the best interests of
the participants  and  beneficiaries of an employee benefit plan shall be deemed
to  have  acted  in  a  manner  "not  opposed  to  the  best  interests  of  the
Corporation", as referred to in this Article VIII.

     Section 8.10. Survival of Indemnification and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall,  unless otherwise provided when authorized or ratified,
continue  as to a person who has ceased to be a  director  or officer  and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

     Section  8.11.  Limitation  on  Indemnification.  Notwithstanding  anything
contained  in this  Article  VIII to the  contrary,  except for  proceedings  to
enforce  rights to  indemnification  (which  shall be  governed  by Section  8.5
hereof),  the  Corporation  shall not be obligated to indemnify  any director or
officer in  connection  with a proceeding  (or part  thereof)  initiated by such
person unless such  proceeding  (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

          The  Corporation  shall  indemnify  a present  or former  director  or
     officer who was wholly successful,  on merits or otherwise,  in the defense
     of any  proceedings  as set forth in  Section  8.1 or  Section  8.2 of this
     Article VIII, to which he/she was a party because  he/she was a director of
     the  Corporation   against  reasonable  expenses  incurred  by  him/her  in
     connection with the proceeding.

     Section 8.12. Indemnification of Employees and Agents. The Corporation may,
to the extent  authorized  from time to time by the Board of Directors,  provide
rights to  indemnification  and to the  advancement of expenses to employees and
agents of the  Corporation,  similar to those  conferred in this Article VIII to
directors and officers of the Corporation.


                                   ARTICLE IX

                                   Amendments
                                   ----------

     Section 9.1. Amendments. These By-Laws may be altered, amended or repealed,
in whole or in part, or new By-Laws may be adopted:  (i) by the affirmative vote
of a majority of the  holders of record of the  outstanding  shares  entitled to
vote thereon, or by the written consent of the holders of record of a two-thirds
majority of the  outstanding  shares  entitled to vote  thereon,  except as such
alteration,  amendment  or  repeal  by  any  vote  or  written  consent  of  the
stockholders is otherwise expressly prohibited by statute; or (ii) by a majority
vote of the Board of Directors,  or by unanimous  written  consent of the board,
except  as such  alteration,  amendment  or  repeal by any vote or action of the
board is otherwise expressly prohibited by statute.


                                    ARTICLE X

                                Emergency By-Laws
                                -----------------

     Section 10.1.  Emergency By-Laws.  The Emergency By-Laws shall be operative
during any emergency in the conduct of the business of the Corporation resulting
from an attack on the United  States or on a locality  in which the  Corporation
conducts its business or customarily holds meetings of its Board of Directors or
its  stockholders,  or during  any  nuclear  or atomic  disaster,  or during the
existence of any catastrophe,  or similar  emergency  condition,  as a result of
which a quorum of the Board of Directors or a standing  committee thereof cannot
readily be convened for action, notwithstanding any provision to the contrary in
the preceding By-Laws,  in the Certificate of Incorporation,  or in the statute.
To the extent not  inconsistent  with the  provisions of this Section 10.1,  the
By-Laws of the Corporation shall remain in effect during any emergency, and upon
its  termination,  the  Emergency  By-Laws  shall  cease  to be  operative.  Any
amendments  to  these  Emergency  By-Laws  may  make any  further  or  different
provision  that may be  practical  and  necessary  for the  circumstance  of the
emergency.

          During any such emergency:  (A) a meeting of the Board of Directors or
     a  committee  thereof  may be  called by any  officer  or  director  of the
     Corporation. Notice of the time and place of the meeting or conference call
     shall be given by the person  calling the meeting to such of the  directors
     as it may be feasible to reach by any means of  communication.  Such notice
     shall be given at such time in  advance  of the  meeting  as  circumstances
     permit in the judgment of the person calling the meeting;  (B) the director
     or directors in attendance at the meeting  shall  constitute a quorum;  (C)
     the officers or other persons designated on a list approved by the Board of
     Directors  before the emergency,  all in such order of priority and subject
     to such  conditions and for such period of time (not longer than reasonably
     necessary after the termination of the emergency) as may be provided in the
     resolution  approving the list,  shall, to the extent required to provide a
     quorum at any meeting of the Board of  Directors,  be deemed the  directors
     for such meeting;  (D) the Board of Directors,  either before or during any
     such  emergency,  may  provide,  and  from  time to time  modify,  lines of
     succession  in the event that during such  emergency any or all officers or
     agents of the  Corporation  shall for any reason be rendered  incapable  of
     discharging  their  duties;  (E) the Board of  Directors,  either before or
     during any such emergency, may, effective in the emergency, change the head
     office or designate  several  alternative head offices or regional offices,
     or  authorize  the  officers  so to do; and (F) to the extent  required  to
     constitute a quorum at any meeting of the Board of Directors during such an
     emergency, the officers of the Corporation who are present shall be deemed,
     in order of rank  and  within  the  same  rank in order of  seniority,  the
     directors for such meeting.

          No  officer,  director  or  employee  acting  in  accordance  with any
     provision of these  Emergency  By-Laws  shall be liable  except for willful
     misconduct.

          These Emergency  By-Laws shall be subject to alteration,  amendment or
     repeal by the further  actions of the Board of Directors or stockholders of
     the Corporation.
EX-99.A 21 b-304.htm ART OF INCORP CINERGY RETAIL POWER GENERAL, INC. AoI of Cinergy Retail Power General 
                            ARTICLES OF INCORPORATION

                                       OF

                       Cinergy Retail Power General, Inc.


     The  undersigned,  for the purpose of  organizing a  corporation  under the
Business Corporation Act of the State of Texas, certifies:

          FIRST: The name of the corporation is:

                       Cinergy Retail Power General, Inc.

          SECOND: The name of its registered agent is CT Corporation System. The
     business address of the registered office and the registered office address
     is CT Corporation System, 1021 Main Street, Suite 1150, Houston, TX 77002.

          THIRD: The following four (4) directors constituting the initial board
     of directors,  shall serve as directors  until the first annual  meeting of
     shareholders or until their successors are elected and qualified, are:

                                            James E. Rogers
                                            Michael J. Cyrus
                                            Donald B. Ingle, Jr.
                                            Charles J. Winger

          Their address is: 139 East Fourth Street, Cincinnati, OH 45202

          FOURTH:  The total  number of shares of stock,  which the  corporation
     shall have  authority  to issue,  is five  hundred  (500)  shares of common
     stock, without par value.

          FIFTH:  The  corporation  will  not  commence  business  until  it has
     received for the issuance of its shares  consideration  of the value of one
     thousand dollars ($1,000.00).

          SIXTH: The period of duration of the corporation shall be perpetual.

          SEVENTH: The purpose of the corporation is to engage in any lawful act
     or activity  for which  corporations  may be  organized  under the Business
     Corporation Act of the State of Texas.


          EIGHTH:  The name and mailing  address of the  incorporator is Cecilia
     Temple, 139 East Fourth Street, 25 AT II, Cincinnati, Ohio 45202.

     The undersigned  incorporator signs these articles of incorporation subject
to the penalty imposed by article 10.02, Texas Business Corporation Act, for the
submission of a false or fraudulent document.


                                                              /s/ Cecilia Temple
                                                              ------------------
                                                              Cecilia Temple
                                                              Sole Incorporator
EX-99.B 22 b-305.htm BY-LAWS CINERGY RETAIL POWER GENERAL, INC. Cinergy Retail Power General 
                                     BY-LAWS



                                       OF



                       Cinergy Retail Power General, Inc.




                                 August 6, 2001




                                TABLE OF CONTENTS

                                    ARTICLE I
                                     Offices
                                     -------

Section 1.1.      Offices.

                                   ARTICLE II
                             Stockholders' Meetings
                             ----------------------

Section 2.1.      Annual Meeting.
Section 2.2.      Notice of Annual Meeting.
Section 2.3.      Special Meetings.
Section 2.4.      Notice of Special Meeting.
Section 2.5.      Waiver of Notice.
Section 2.6.      Quorum.
Section 2.7.      Voting.
Section 2.8.      Written Consent of Stockholders in Lieu of Meeting.

                                   ARTICLE III
                                    Directors
                                    ---------

Section 3.1.      Duties and Powers.
Section 3.2.      Number and Election of Directors.
Section 3.3.      Vacancies.
Section 3.4.      Meetings.
Section 3.5.      Quorum.
Section 3.6.      Actions of Board.
Section 3.7.      Meetings by Means of Conference Telephone.
Section 3.8.      Committees.
Section 3.9.      Compensation.
Section 3.10.     Contracts and Transactions Involving Directors

                                   ARTICLE IV
                                    Officers
                                    --------

Section 4.1.      Officers.
Section 4.2.      Appointment, Terms, and Vacancies.
Section 4.3.      Chairman of the Board.
Section 4.4.      Chief Executive Officer.
Section 4.5.      President.
Section 4.6.      Vice Presidents.
Section 4.7(a).   Secretary.
Section 4.7(b).   Assistant Secretaries.
Section 4.8.      Treasurer.
Section 4.9.      Comptroller.
Section 4.10.     Other Officers.

                                    ARTICLE V
                                  Capital Stock
                                  -------------

Section 5.1.      Form and Execution of Certificates.
Section 5.2.      Signatures.
Section 5.3.      Lost Certificates.
Section 5.4.      Transfers.
Section 5.5.      Record Date.
Section 5.6.      Beneficial Ownership Rights.

                                   ARTICLE VI
                                     Notices
                                     -------

Section 6.1.      Notices.
Section 6.2.      Waivers of Notice.

                                   ARTICLE VII
                               General Provisions
                               ------------------

Section 7.1.      Dividends.
Section 7.2.      Disbursements.
Section 7.3.      Voting Securities Owned by the Corporation.
Section 7.4.      Fiscal Year.
Section 7.5.      Corporate Seal.

                                  ARTICLE VIII
                                 Indemnification
                                 ---------------

Section 8.1.      Power to Indemnify in Actions, Suits or Proceedings
                    Other than Those By or in the Right of the Corporation.
Section 8.2.      Power to Indemnify in Actions, Suits or Proceedings
                  By or in the Right of the Corporation.
Section 8.3.      Authorization of Indemnification.
Section 8.4.      Good Faith Defined.
Section 8.5       Indemnification by a Court.
Section 8.6.      Expenses payable in Advance.
Section 8.7.      Nonexclusivity of Indemnification & Advancement of Expenses.
Section 8.8.      Insurance.
Section 8.9.      Certain Definitions.
Section 8.10.      Survival of Indemnification & Advancement of Expenses.
Section 8.11.     Limitation of Indemnification.
Section 8.12      Indemnification of Employees and Agents.

                                   ARTICLE IX
                                   Amendments
                                   ----------

Section 9.1.      Amendments.

                                    ARTICLE X
                                Emergency By-Laws
                                -----------------

Section 10.1.     Emergency By-Laws.


                                     By-Laws

                                       Of

                       Cinergy Retail Power General, Inc.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     Offices
                                     -------

     Section  1.1.  Offices.  To  the  extent  not  otherwise  provided  in  the
Certificate of  Incorporation,  the principal office of the Corporation shall be
at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such
other  offices at such other places as the Board of  Directors  may from time to
time determine, or as the business of the Corporation may require.

                                   ARTICLE II

                             Stockholders' Meetings
                             ----------------------

     Section 2.1. Annual Meeting.  The annual meeting of the stockholders may be
held at such place,  time, and date designated by the Board of Directors for the
election of directors,  the  consideration  of the reports to be laid before the
meeting, and the transaction of such other business as may be brought before the
meeting.

     Section 2.2. Notice of Annual  Meeting.  Notice of the annual meeting shall
be given in  writing  to each  stockholder  entitled  to vote  thereat,  at such
address as appears on the records of the  Corporation at least ten (10) days and
not more than forty-five (45) days prior to the meeting.

     Section 2.3. Special Meetings.  Special meetings of the stockholders may be
called at any time by the Chairman of the Board, the Chief Executive Officer, or
the President,  or by a majority of the members of the Board of Directors acting
with or without a  meeting,  or by the  persons  who hold in the  aggregate  the
express  percentage,  as  provided  by statute,  of all shares  outstanding  and
entitled to vote thereat,  upon notice in writing,  stating the time,  place and
purpose of the meeting.  Business  transacted at all special  meetings  shall be
confined to the objects stated in the call.

     Section 2.4. Notice of Special  Meeting.  Notice of a special  meeting,  in
writing,  stating the time,  place and purpose  thereof,  shall be given to each
stockholder  entitled to vote  thereat,  at least  twenty (20) days and not more
than forty-five (45) days prior to the meeting.

     Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any
meeting of stockholders may be waived by the written assent of every stockholder
entitled  to  notice,  filed with or entered  upon the  records of the  meeting,
either before or after the holding thereof.  It shall not be required to specify
in the waiver of notice either the purpose of such meeting or the business to be
transacted  at such  meeting.  Attendance  of a  stockholder  at a meeting shall
constitute  a waiver of  notice of such  meeting,  except  when the  stockholder
attends a meeting for the express  purpose of objecting at the  beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.


     Section 2.6.  Quorum.  With respect to any meeting of the  shareholders,  a
quorum  shall be present for any matter to be  presented  at that  meeting.  The
holders of shares entitling them to exercise a majority of the voting power, or,
if the vote is to be taken by  classes,  the  holders  of shares  of each  class
entitling them to exercise a majority of the voting power of that class, present
in person  or by proxy at any  meeting  of the  stockholders,  unless  otherwise
specified by statute, shall constitute a quorum.


          If, however,  at any meeting of the stockholders,  a quorum shall fail
     to attend in person or by proxy, a majority in interest of the stockholders
     attending  in person or by proxy at the time and place of such  meeting may
     adjourn the meeting from time to time without  further  notice  (unless the
     meeting  has  been   adjourned  for  over  thirty  days),   other  than  by
     announcement  at the meeting at which such  adjournment  is taken,  until a
     quorum is present. At any such adjourned meeting at which a quorum shall be
     present, any business may be transacted which might have been transacted at
     the meeting originally called.

     Section  2.7.  Voting.  At each  meeting  of the  stockholders,  except  as
otherwise provided by statute or the Certificate of Incorporation,  every holder
of record  of stock of the class or  classes  entitled  to vote at such  meeting
shall be entitled to vote in person or by proxy  appointed by an  instrument  in
writing  subscribed by such  stockholder and bearing a date, not later than such
time as expressly  provided by statute,  prior to said meeting unless some other
definite period of validity shall be expressly provided therein.

          Each  stockholder  shall  have one (1)  vote  for each  share of stock
     having  voting  power,  registered  in his or her name on the  books of the
     Corporation,  at the date fixed for  determination  of persons  entitled to
     vote at the  meeting  or,  if no date has  been  fixed,  then as  expressly
     provided by statute. Cumulative voting shall be permitted only as expressly
     provided by statute.

          At any meeting of  stockholders,  a list of  stockholders  entitled to
     vote,  alphabetically  arranged,  showing  the number and classes of shares
     held by each on the date fixed for closing the books  against  transfers or
     the record date fixed as hereinbefore provided (or if no such date has been
     fixed, then as hereinbefore  stated as expressly provided by statute) shall
     be produced on the request of any stockholder, and such list shall be prima
     facie evidence of the ownership of shares and of the right of  stockholders
     to vote, when certified by the Secretary or by the agent of the Corporation
     having charge of the transfer of shares.

     Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action
required or permitted by statute,  the  Certificate of  Incorporation,  or these
By-Laws,  to be taken at any annual or special  meeting of  stockholders  of the
Corporation,  may be taken without a meeting, without prior notice and without a
vote,  if a written  consent in lieu of a meeting,  setting  forth the action so
taken,  shall be signed by all the  stockholders  entitled to vote thereon.  Any
such  written  consent  may be  given  by one or  any  number  of  substantially
concurrent  written  instruments of  substantially  similar tenor signed by such
stockholders,  in person or by attorney or proxy duly appointed in writing,  and
filed with the records of the  Corporation.  Any such written  consent  shall be
effective as of the effective date thereof as specified therein.

                                   ARTICLE III

                                    Directors
                                    ---------

     Section 3.1. Duties and Powers. The business and affairs of the Corporation
shall be managed by or under the  direction of the Board of Directors  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not,  by  statute,  the  Certificate  of  Incorporation,  or these
By-Laws, directed or required to be exercised or done by the stockholders.

     Section 3.2. Number and Election of Directors. The Board of Directors shall
consist of not less than three nor more than fifteen  members,  the exact number
of which shall be fixed by the Board of  Directors.  Directors  shall be elected
annually by stockholders at their annual  meeting,  in a manner  consistent with
statute and as provided in Article II,  Section 2.8 of these  By-Laws,  and each
director so elected  shall hold office until  his/her  successor is duly elected
and qualifies, or until his/her earlier resignation or removal. Any director may
resign at any time upon written notice to the Corporation. Directors need not be
stockholders  and shall  fulfill  residency  requirements  as and if provided by
statute.  Any  director  may be removed  at any time with or without  cause by a
majority vote of the stockholders, unless otherwise provided by statute.

     Section  3.3.  Vacancies.   Vacancies  and  newly  created   directorships,
resulting from any increase in the authorized number of directors, may be filled
by a majority of the directors then in office, and the directors so chosen shall
hold office for the  unexpired  term of the  predecessor  and/or  until the next
annual meeting of stockholders,  and until their successors are duly elected and
qualify, or until their earlier resignation or removal.

     Section 3.4.  Meetings.  Regular  meetings of the Board of Directors may be
held at such time,  place,  and upon such notice as the Board of  Directors  may
from time to time determine.  Special  meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
or by members of the board (the  express  percentage  of the latter as minimally
provided for by statute). Notice thereof stating the place, date and hour of the
meeting  shall  be  given  to each  director  either  by  mail  (not  less  than
forty-eight (48) hours before the date of the meeting), by telephone or telegram
(on  twenty-four  (24) hours' notice) or on such shorter notice as the person or
persons   calling  such  meeting  may  deem  necessary  or  appropriate  in  the
circumstances.

     Section 3.5. Quorum.  Except as may be otherwise  specifically provided for
by statute,  the Certificate of Incorporation or these By-Laws,  at all meetings
of the Board of  Directors,  a majority of the entire Board of  Directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of  Directors.  If a quorum  shall not be present at any meeting of
the Board of Directors,  the directors  present  thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum shall be present.

     Section 3.6. Actions of Board. Unless otherwise provided by the Certificate
of  Incorporation  of the  Corporation or these By-Laws,  any action required or
permitted  to be taken at any  meeting  of the  Board  of  Directors,  or of any
committee(s)  thereof, may be taken without a meeting, if all the members of the
Board of Directors, or of such committee(s), as the case may be, consent thereto
in writing,  and the  writing(s) is filed with the minutes of proceedings of the
Board  of  Directors,  or of such  committee(s),  of the  Corporation.  Any such
written  consent to action of the Board of Directors,  or of such  committee(s),
shall be effectuated by the signature of the member lastly consenting thereto in
writing,  unless the consent otherwise specified a prior or subsequent effective
date.

     Section 3.7.  Meetings by Means of Conference  Telephone.  Unless otherwise
provided  by the  Certificate  of  Incorporation  of the  Corporation  or  these
By-Laws,  members of the Board of Directors,  or any committee(s)  thereof,  may
participate in a meeting of the Board of Directors, or of such committee(s),  as
the case may be, by means of a conference  telephone  or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in a meeting pursuant to this Section 3.7 shall
constitute   presence  in  person  at  such  meeting,   except  where  a  person
participates  in the  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called.

     Section 3.8.  Committees.  The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors,  designate, from time to time as
they may see fit,  one or more  committees,  each such  committee  to consist of
three or more of the  directors of the  Corporation.  The Board of Directors may
designate one or more  directors as alternate  members of any such committee who
may  replace  any  absent  or  disqualified  member at any  meeting  of any such
committee. In the absence or disqualification of a member of a committee, and in
the absence of a designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members thereof present
at any meeting and not disqualified  from voting,  whether or not he/she or they
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors  to act at the  meeting  in the place of any  absent  or  disqualified
member.  Any  committee,  to the extent  allowed by statute and  provided in the
resolution  establishing  such  committee,  shall have and may  exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the  Corporation.  Each committee  shall keep regular minutes and
report to the Board of Directors when required.

     Section 3.9.  Compensation.  Each director of the  Corporation  (other than
directors who are salaried officers of the Corporation or any of its affiliates)
shall be  entitled  to receive as  compensation  for  services  such  reasonable
compensation,  which may include pension,  disability and death benefits, as may
be  determined  from  time  to  time  by  the  Board  of  Directors.  Reasonable
compensation  may also be paid to any person  other  than a director  officially
called to attend any such meeting.

     Section 3.10. Contracts and Transactions  Involving Directors.  No contract
or  transaction  between the  Corporation  and one or more of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction,  or solely because his/her
or their  votes are counted for such  purpose if: (i) the  material  facts as to
his/her or their  relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the  committee,  and the
Board of  Directors  or  committee  in good faith  authorizes  the  contract  or
transaction  by  the  affirmative  votes  of a  majority  of  the  disinterested
directors,  even though the  disinterested  directors be less than a quorum;  or
(ii) the material facts as to his/her or their  relationship  or interest and as
to the contract or  transaction  are disclosed or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved  in good faith by vote of the  stockholders;  or (iii) the  contract or
transaction  is  fair as to the  Corporation  as of the  time it is  authorized,
approved or  ratified,  by the Board of  Directors,  a committee  thereof or the
stockholders.  Common or interested  directors may be counted in determining the
presence of a quorum at a meeting of the Board of  Directors  or of a committee,
which authorizes the contract or transaction.

                                   ARTICLE IV

                                    Officers
                                    --------

     Section 4.1.  Officers.  The officers of the Corporation shall consist of a
President,  a Secretary,  and a Treasurer,  and may consist of a Chairman of the
Board, a Chief Executive  Officer,  a Comptroller,  one or more Vice Presidents,
one or more  Assistant  Secretaries,  and such other officers as the board shall
from time to time deem necessary.  Any number of offices may be held by the same
person,   unless   otherwise   prohibited  by  statute,   the   Certificate   of
Incorporation, or these By-Laws.

     Section 4.2. Appointment,  Terms, and Vacancies. The Board of Directors, at
its first  meeting  held  after  each  annual  meeting  of  stockholders  of the
Corporation (i.e., the annual  organization  meeting of the Board of Directors),
shall appoint the officers of the  Corporation  who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined  from time to time by the board,  and such officers shall hold office
until their  successors  are chosen and shall  qualify,  or until their  earlier
resignation  or removal  from  office.  Any  officer  appointed  by the Board of
Directors  may be removed at any time by the  affirmative  vote of a majority of
the board.  Any  vacancy  occurring  in any office of the  Corporation  shall be
filled by the Board of Directors.

     Section 4.3.  Chairman of the Board. The Chairman of the Board, if there be
one,  shall be a  director  and shall  preside at all  meetings  of the Board of
Directors and, in the absence or incapacity of the Chief  Executive  Officer and
the President,  meetings of the stockholders,  and shall, subject to the board's
direction   and   control,   be  the  board's   representative   and  medium  of
communication,  and shall have the general  powers and duties as are incident to
the  office  of  Chairman  of the Board of a  corporation.  Section  4.4.  Chief
Executive Officer.  The Chief Executive Officer,  if there be one, shall preside
at all meetings of the  stockholders  and, in the absence or  incapacity  of the
Chairman of the Board,  meetings of the Board of Directors.  The Chief Executive
Officer  shall from time to time  report to the Board of  Directors  all matters
within his or her knowledge  which the interests of the  Corporation may require
be brought to their  notice.  Where the offices of Chief  Executive  Officer and
President are held by different individuals,  the President will report directly
to the Chief Executive Officer.

     Section 4.5. President.  The President shall be the chief operating officer
of the Corporation,  and shall have general and active  management and direction
of the affairs of the Corporation, shall have supervision of all departments and
of all officers of the Corporation, shall see that the orders and resolutions of
the Board of Directors,  or of any committee(s)  thereof, are carried fully into
effect,  and  shall  have the  general  powers  and  duties of  supervision  and
management as are incident to the office of President of a  corporation.  In the
absence or incapacity of the Chief Executive  Officer,  the President also shall
be the chief executive officer of the Corporation.

     Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties
as the Board of  Directors  shall from time to time  require.  In the absence or
incapacity  of the  President,  the Vice  President  designated  by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President shall exercise the powers and duties of the President.

     Section 4.7(a).  Secretary.  The Secretary shall attend all meetings of the
Board of Directors and of the stockholders of the Corporation,  and act as clerk
thereof, and record all votes and the minutes of all proceedings in a book to be
kept for that purpose,  shall record all written  business  transactions,  shall
perform like duties for the standing  committees  when required,  and shall have
the general  powers and duties as are  incident to the office of  Secretary of a
corporation.  The Secretary  shall give, or cause to be given,  proper notice of
all  meetings  of the  stockholders  and of the  Board of  Directors,  and shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including by the Chairman of the Board),  the Chief Executive  Officer,  or the
President. The Secretary shall have custody of the seal, if there be one, of the
Corporation and the Secretary or any Assistant Secretary, if there be one, shall
have  authority  to affix the same to any  instrument  requiring  it and when so
affixed,  it may  be  attested  by the  signature  of  the  Secretary  or by the
signature of any such  Assistant  Secretary.  (The Board of  Directors  may give
general  authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his/her  signature).  The Secretary shall see that all
books,  reports,  statements,  certificates  and  other  documents  and  records
required by statute to be kept or filed are properly kept or filed,  as the case
may be.

     Section 4.7(b). Assistant Secretaries.  At the request of the Secretary, or
in his or her absence or incapacity to act, the Assistant Secretary or, if there
be more than one, the Assistant  Secretary  designated by the  Secretary,  shall
perform the duties of the Secretary and when so acting shall have all the powers
of and be  subject  to all the  restrictions  of the  Secretary.  The  Assistant
Secretaries shall perform such other duties as may from time to time be assigned
to them by the Board of Directors  (including by the Chairman of the Board), the
Chief  Executive  Officer,  the  President,  or  the  Secretary.   Section  4.8.
Treasurer.  The  Treasurer  shall be the financial  officer of the  Corporation,
shall  keep  full  and  accurate  accounts  of  all  collections,  receipts  and
disbursements  in books belonging to the  Corporation,  shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation,  in
such depositories as may be designated by the Board of Directors, shall disburse
the  funds of the  Corporation  as may be  ordered  by the  Board  of  Directors
(including by the Chairman of the Board),  the Chief Executive  Officer,  or the
President,  taking proper vouchers therefor,  and shall render to the President,
the Chief Executive Officer,  the Chairman of the Board, and/or directors at any
meeting of the board, or whenever they may require it, and to the annual meeting
of the stockholders,  an account of all his or her transactions as Treasurer and
of the financial condition of the Corporation, and shall have the general powers
and duties as are  incident  to the office of  Treasurer  of a  corporation.  If
required by the Board of Directors,  the Treasurer  shall give the Corporation a
bond in a form and in such sum with surety as shall be satisfactory to the Board
of Directors for the faithful  performance of his or her duties as Treasurer and
for  the  restoration  to the  Corporation,  in the  case  of his or her  death,
resignation,  retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his or her possession, or under his
or her control,  and belonging to the  Corporation.  The Treasurer shall perform
such other duties as may be prescribed  by the Board of Directors  (including by
the Chairman of the Board), the Chief Executive Officer, or the President.

     Section  4.9.  Comptroller.  The  Comptroller  shall have  control over all
accounts  and  records of the  Corporation  pertaining  to  moneys,  properties,
materials and supplies,  and shall have executive direction over the bookkeeping
and  accounting  functions  and shall have the general  powers and duties as are
incident to the office of comptroller of a corporation.  The  Comptroller  shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including  by the  Chairman of the Board),  the Chief  Executive  Officer,  the
President, or a Vice President.

     Section 4.10. Other Officers. Such other officers of the Corporation as the
Board of Directors may appoint shall perform such duties and have such powers as
from time to time may be assigned to them by the board.  The Board of  Directors
may delegate to any other officer of the  Corporation  the power to appoint such
other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                  Capital Stock
                                  -------------

     Section 5.1.  Form and  Execution of  Certificates.  The  certificates  for
shares  of the  capital  stock  of the  Corporation  shall  be of such  form and
content, not inconsistent with statute and the Certificate of Incorporation,  as
shall be  approved  by the  Board of  Directors.  Every  holder  of stock in the
Corporation  shall be entitled to have a certificate  signed, in the name of the
Corporation,  by (i)  either the  Chairman  of the  Board,  the Chief  Executive
Officer,  the President or a Vice President and (ii) by any one of the following
officers:  the  Secretary  or an  Assistant  Secretary  or the  Treasurer  or an
Assistant  Treasurer.  All certificates shall be consecutively  numbered in each
class  of  shares.  The  name  and  address  of the  person  owning  the  shares
represented  thereby,  with the number of shares and the date of issue, shall be
entered on the Corporation's books.

     Section 5.2. Signatures.  Any or all of the signatures on a certificate may
be a facsimile thereof. In case any officer, transfer agent or registrar who has
signed or whose  facsimile  signature has been placed upon a  certificate  shall
have  ceased  to be such  officer,  transfer  agent  or  registrar  before  such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he/she  were such  officer,  transfer  agent or  registrar  at the date of
issue.

     Section 5.3.  Lost  Certificates.  The Board of Directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation  alleged to have been lost, stolen or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its  discretion  and as a condition  precedent to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
certificate,  or his/her  legal  representative,  to advertise  the same in such
manner as the Board of Directors  shall require and/or to give the Corporation a
bond in such sum as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost, stolen or destroyed.

     Section  5.4.  Transfers.  The capital  stock of the  Corporation  shall be
transferable in the manner  provided by statute and in these By-Laws.  Transfers
of shares shall be made on the books of the Corporation only by the person named
in the certificate or by his/her  attorney  lawfully  constituted in writing and
upon the surrender of the certificate therefor, which shall be canceled before a
new certificate shall be issued.

     Section 5.5.  Record Date. In order that the  Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change,  conversion  or exchange of stock,  or for the purpose of
any other lawful  action,  the Board of Directors may fix, in advance,  a record
date,  which shall not be more than sixty days nor less than ten days before the
date of such  meeting,  nor more than sixty days  prior to any other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

          Whenever  action by shareholders is proposed to be taken by consent in
     writing without a meeting of the  shareholders,  the Board of Directors may
     fix a record date for the purpose of determining  shareholders  entitled to
     consent to that action,  which record date shall not precede, and shall not
     be more than ten (10) days after, the date upon which the resolution fixing
     the record date is adopted by the Board of Directors. If no record date has
     been fixed by the Board of  Directors  and the prior action of the Board of
     Directors is not  required,  the record date for  determining  shareholders
     entitled to consent to the action in writing without a meeting shall be the
     first date on which a signed written consent setting forth the action taken
     or proposed to be taken is delivered to the  corporation in accordance with
     the statute.

     Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive  dividends,  and to vote as such  owner,  and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or shares on the part of any other person,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by statute.

                                   ARTICLE VI

                                     Notices
                                     -------

     Section 6.1. Notices.  Whenever written notice is required by statute,  the
Certificate  of  Incorporation,  or these  By-Laws to be given to any  director,
member  of a  committee,  or  stockholder,  such  notice  may be  given by mail,
addressed to each such person,  at his/her  address as it appears on the records
of the  Corporation,  with  postage  thereon  prepaid,  and such notice shall be
deemed to be given at the time when the same  shall be  deposited  in the United
States mail,  or as otherwise  provided by statute.  Written  notice may also be
given personally or by telegram, telex or cable.

     Section 6.2. Waivers of Notice. Whenever any notice is required by statute,
the Certificate of Incorporation,  or these By-Laws to be given to any director,
member of a committee,  or stockholder,  a waiver thereof in writing,  signed by
the person or persons entitled to said notice,  whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               General Provisions
                               ------------------

     Section  7.1.   Dividends.   Dividends   upon  the  capital  stock  of  the
Corporation,   subject  to  any  provision   imposed  by  the   Certificate   of
Incorporation,  may be  declared  by the Board of  Directors  at any  regular or
special  meeting,  or by written consent to the action of the board without such
meeting(s),  and may be paid in cash,  in property,  or in shares of the capital
stock.  Before payment of any dividend,  there may be set aside out of any funds
of the  Corporation  available  for  dividends  such sum or sums as the Board of
Directors  from time to time,  in its  absolute  discretion,  deems  proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

     Section  7.2.  Disbursements.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

     Section  7.3.  Voting  Securities  Owned  by  the  Corporation.  Powers  of
attorney,  proxies, waivers of notice of meeting, consents and other instruments
relating to securities  owned by the  Corporation may be executed in the name of
and on behalf of the Corporation by the Chief Executive Officer,  the President,
any Vice  President,  the Secretary,  or any Assistant  Secretary,  and any such
officer  may,  in the name of and on  behalf of the  Corporation,  take all such
action as any such  officer may deem  advisable to vote in person or by proxy at
any meeting of security  holders of any corporation in which the Corporation may
own  securities  and at any such meeting  shall possess and may exercise any and
all rights and power incident to the ownership of such  securities and which, as
the owner  thereof,  the  Corporation  might have  exercised  and  possessed  if
present.  The Board of Directors  may, by  resolution,  from time to time confer
like powers upon any other person or persons.

     Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December each year.

     Section 7.5.  Corporate Seal. The seal of the Corporation (if there be one)
shall  have  inscribed  thereon  the  name of the  Corporation,  the year of its
incorporation, the words "Corporate Seal" and "Texas", and any such other emblem
or device as approved by the Board of Directors. The seal may be used by causing
it or a  facsimile  thereof to be  impressed  or affixed or in any other  manner
reproduced.

                                  ARTICLE VIII

                                 Indemnification
                                 ---------------

     Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than
Those By or in the Right of the  Corporation.  Subject  to  Section  8.3 of this
Article VIII, the  Corporation  shall indemnify any person who was or is a party
to or is threatened to be made a party to any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  Corporation)  by
reason  of  the  fact  that  he/she  is or  was a  director  or  officer  of the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the request of the  Corporation  as a director or officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and  reasonably  incurred by him/her in
connection with such action, suit or proceeding,  if he/she acted in good faith,
and, if a director of the Corporation, in a manner he/she reasonably believed to
be in the best interests of the Corporation,  and, if not a director, reasonably
believed  that his or her conduct was at least not opposed to the  Corporation's
best  interest.  With  respect  to  any  criminal  action  or  proceeding,   the
Corporation  shall indemnify such person if he or she had no reasonable cause to
believe  his/her conduct was unlawful.  The  termination of any action,  suit or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person  did  not act in good  faith  and in a  manner  which  he/she  reasonably
believed to be in or not opposed to the best interests of the  Corporation  and,
with respect to any  criminal  action or  proceeding,  had  reasonable  cause to
believe that his/her conduct was unlawful.

     Section 8.2.  Power to Indemnify in Actions,  Suits or Proceedings By or in
the Right of the  Corporation.  Subject to Section 8.3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that  he/she is or was a director or officer of the  Corporation,  or is or
was a  director  or  officer of the  Corporation  serving at the  request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in  connection  with the defense or settlement of such action or suit if
he/she acted in good faith and, if not a director, in a manner he/she reasonably
believed to be in or not opposed to the best interests of the  Corporation and ,
if a director, in a manner he/she reasonably believed to be in the Corporation's
best interest;  except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the  Corporation  or in which the person is found  liable on the basis
that  personal  benenfit  was  improperly  received  by him,  whether or not the
benefit resulted from action taken in the person's official capacity, unless and
only to the extent that the court in which such action or suit was brought shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances  of the  case,  it is  proper  and  equitable  to
indemnifysuch  person for reasonable expenses actually incurred by the person in
connection with the proceeding.

     Section 8.3.  Authorization of Indemnification.  Any indemnification  under
this Article VIII (unless  ordered by a court) shall be made by the  Corporation
only  as   authorized   in  the  specific   case  upon  a   determination   that
indemnification  of the  present or former  director or officer is proper in the
circumstances  because  he/she has met the  applicable  standard  of conduct set
forth in Section 8.1 or Section 8.2 of this  Article  VIII,  as the case may be.
Such  determination  shall be made with respect to a person who is a director or
officer at the time of such  determination,  (i) by the Board of  Directors by a
majority  vote of a quorum  consisting of directors who were not parties to such
action,  suit or  proceeding,  or (ii)by a majority  vote of a committee  of the
Board of  Directors,  designated  to act in the matter by a majority vote of all
directors,  consisting  solely of two or more  directors  who at the time of the
vote are not named  defendants or  respondents in the  proceedings;  or (iii) if
such  a  quorum  is  not  obtainable,   or,  even  if  obtainable  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion,  or (iv) by the stockholders in a vote that excludes the shares held by
directors who are named  defendants or  respondents in the  proceedings.  To the
extent,  however,  that a  director  or  officer  of the  Corporation  has  been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding described above, or in defense of any claim, issue or matter therein,
he/she  shall  be  indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him/her in connection therewith, without the
necessity of authorization in the specific case.

          Any  determination   made  by  the   disinterested   directors  or  by
     independent legal counsel under this section shall be promptly communicated
     to the person  who  threatened  or brought  the action or suit by or in the
     right of the  Corporation  under  Section 8.1 and 8.2 of this Article VIII,
     and, within ten days after receipt of such notification, such persons shall
     have the right to petition the court (at the courts'  discretion)  in which
     such  action or suit was  brought  to  review  the  reasonableness  of such
     determination.

     Section 8.4. Good Faith Defined.  For purposes of any  determination  under
Section 8.3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner he/she reasonably  believed to be in or not opposed to the
best interests of the  Corporation,  or, with respect to any criminal  action or
proceeding,  to have had no  reasonable  cause to believe  his/her  conduct  was
unlawful,  if his/her  action is based on the records or books of account of the
Corporation or another enterprise,  or on information supplied to him/her by the
officers of the Corporation or another enterprise in the course of their duties,
or on the advice of legal counsel for the  Corporation or another  enterprise or
on  information  or records given or reports made to the  Corporation or another
enterprise by an independent certified public accountant,  or by an appraiser or
other  expert  selected  with  reasonable  care by the  Corporation  or  another
enterprise, or by a committee of the Board of Directors of which the director is
not a member.  The term "another  enterprise"  as used in this Section 8.4 shall
mean any other corporation or any partnership,  joint venture,  trust,  employee
benefit plan or other  enterprise  of which such person is or was serving at the
request of the  Corporation  as a  director,  officer,  employee  or agent.  The
provisions  of this  Section 8.4 shall not be deemed to be exclusive or to limit
in any way the  circumstances  in which a person  may be  deemed to have met the
applicable  standard of conduct set forth in Sections 8.1 or 8.2 of this Article
VIII, as the case may be.

     Section  8.5.  Indemnification  by  aCourt.  Notwithstanding  any  contrary
determination  in the specific case under Section 8.3 of this Article VIII,  and
notwithstanding  the absence of any  determination  thereunder,  any director or
officer may apply to any court of competent  jurisdiction  in the State of Texas
for  indemnification to the extent otherwise  permissible under Sections 8.1 and
8.2 of this Article VIII. The basis of such  indemnification by a court shall be
a determination by such court that indemnification of the director or officer is
proper in the circumstances  because he/she has met the applicable  standards of
conduct set forth in Sections 8.1 or 8.2 of this Article  VIII,  as the case may
be. Neither a contrary  determination  in the specific case under Section 8.3 of
this Article  VIII nor the absence of any  determination  thereunder  shall be a
defense to such application or create a presumption that the director or officer
seeking  indemnification has not met any applicable standard of conduct.  Notice
of any  application  for  indemnification  pursuant to this Section 8.5 shall be
given to the  Corporation  promptly  upon the  filing  of such  application.  If
successful, in whole or in part, the director or officer seeking indemnification
shall also be entitled to be paid the expense of prosecuting such application.

     Section 8.6. Expenses Payable in Advance. Reasonable expenses incurred by a
director  or officer in  defending  or  investigating  a  threatened  or pending
action,  suit or  proceeding,  prior to the  determination  as  specified  under
Section  8.3 or 8.5,  shall be paid by the  Corporation  in advance of the final
disposition of such action,  suit or proceeding upon written  affirmation by the
director  of his good  faith  belief  that he has met the  standard  of  conduct
necessary  for  indemnification  under  this  Section  and  the  receipt  of  an
undertaking  by or on behalf of such director or officer to repay such amount if
it shall  ultimately be determined that he/she is not entitled to be indemnified
by the Corporation as authorized in this Article VIII.

     Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses.
The  indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any other provision of these By-Laws, or similarly entitled under any agreement,
contract,  vote of stockholders or disinterested  directors,  or pursuant to the
direction  (howsoever  embodied)  of any  court  of  competent  jurisdiction  or
otherwise,  both as to action in his/her  official  capacity and as to action in
another  capacity  while  holding  such  office,  it  being  the  policy  of the
Corporation that  indemnification  of the persons  specified in Sections 8.1 and
8.2 of this  Article  VIII  shall be made to the  fullest  extent  permitted  by
statute. The provisions of this Article VIII shall not be deemed to preclude the
indemnification  of any person who is not  specified  in Sections  8.1 or 8.2 of
this Article  VIII,  but whom the  Corporation  has the power or  obligation  to
indemnify under the provisions of statute of the State of Texas, or otherwise.

     Section 8.8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer of the  Corporation,
or is or was a director or officer of the Corporation  serving at the request of
the  Corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  against any  liability  asserted  against  him/her  and  incurred by
him/her in any such capacity,  or arising out of his/her status as such, whether
or not the  Corporation  would  have the power or the  obligation  to  indemnify
him/her against such liability under the provisions of this Article VIII.

     Section  8.9.  Certain  Definitions.  For  purposes of this  Article  VIII,
references to "the Corporation" shall include Cinergy Retail Power General, Inc.
For purposes of this  Article  VIII,  references  to "fines"  shall  include any
excise taxes assessed on a person with respect to an employee  benefit plan; and
references  to  "serving at the request of the  Corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  Corporation  which
imposes  duties on, or  involves  services  by, such  director  or officer  with
respect to an employee  benefit plan, its participants or  beneficiaries;  and a
person who acted in good faith and in a manner he/she reasonably  believed to be
in the best  interests  of the  participants  and  beneficiaries  of an employee
benefit  plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation", as referred to in this Article VIII.

     Section 8.10. Survival of Indemnification and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall,  unless otherwise provided when authorized or ratified,
continue  as to a person who has ceased to be a  director  or officer  and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

     Section  8.11.  Limitation  on  Indemnification.  Notwithstanding  anything
contained  in this  Article  VIII to the  contrary,  except for  proceedings  to
enforce  rights to  indemnification  (which  shall be  governed  by Section  8.5
hereof),  the  Corporation  shall not be obligated to indemnify  any director or
officer in  connection  with a proceeding  (or part  thereof)  initiated by such
person unless such  proceeding  (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

          The  Corporation  shall  indemnify  a present  or former  director  or
     officer who was wholly successful,  on merits or otherwise,  in the defense
     of any  proceedings  as set forth in  Section  8.1 or  Section  8.2 of this
     Article VIII, to which he/she was a party because  he/she was a director of
     the  Corporation   against  reasonable  expenses  incurred  by  him/her  in
     connection with the proceeding.

     Section 8.12. Indemnification of Employees and Agents. The Corporation may,
to the extent  authorized  from time to time by the Board of Directors,  provide
rights to  indemnification  and to the  advancement of expenses to employees and
agents of the  Corporation,  similar to those  conferred in this Article VIII to
directors and officers of the Corporation.

                                   ARTICLE IX

                                   Amendments
                                   ----------

     Section 9.1. Amendments. These By-Laws may be altered, amended or repealed,
in whole or in part, or new By-Laws may be adopted:  (i) by the affirmative vote
of a majority of the  holders of record of the  outstanding  shares  entitled to
vote thereon, or by the written consent of the holders of record of a two-thirds
majority of the  outstanding  shares  entitled to vote  thereon,  except as such
alteration,  amendment  or  repeal  by  any  vote  or  written  consent  of  the
stockholders is otherwise expressly prohibited by statute; or (ii) by a majority
vote of the Board of Directors,  or by unanimous  written  consent of the board,
except  as such  alteration,  amendment  or  repeal by any vote or action of the
board is otherwise expressly prohibited by statute.

                                    ARTICLE X

                                Emergency By-Laws
                                -----------------

     Section 10.1.  Emergency By-Laws.  The Emergency By-Laws shall be operative
during any emergency in the conduct of the business of the Corporation resulting
from an attack on the United  States or on a locality  in which the  Corporation
conducts its business or customarily holds meetings of its Board of Directors or
its  stockholders,  or during  any  nuclear  or atomic  disaster,  or during the
existence of any catastrophe,  or similar  emergency  condition,  as a result of
which a quorum of the Board of Directors or a standing  committee thereof cannot
readily be convened for action, notwithstanding any provision to the contrary in
the preceding By-Laws,  in the Certificate of Incorporation,  or in the statute.
To the extent not  inconsistent  with the  provisions of this Section 10.1,  the
By-Laws of the Corporation shall remain in effect during any emergency, and upon
its  termination,  the  Emergency  By-Laws  shall  cease  to be  operative.  Any
amendments  to  these  Emergency  By-Laws  may  make any  further  or  different
provision  that may be  practical  and  necessary  for the  circumstance  of the
emergency.

          During any such emergency:  (A) a meeting of the Board of Directors or
     a  committee  thereof  may be  called by any  officer  or  director  of the
     Corporation. Notice of the time and place of the meeting or conference call
     shall be given by the person  calling the meeting to such of the  directors
     as it may be feasible to reach by any means of  communication.  Such notice
     shall be given at such time in  advance  of the  meeting  as  circumstances
     permit in the judgment of the person calling the meeting;  (B) the director
     or directors in attendance at the meeting  shall  constitute a quorum;  (C)
     the officers or other persons designated on a list approved by the Board of
     Directors  before the emergency,  all in such order of priority and subject
     to such  conditions and for such period of time (not longer than reasonably
     necessary after the termination of the emergency) as may be provided in the
     resolution  approving the list,  shall, to the extent required to provide a
     quorum at any meeting of the Board of  Directors,  be deemed the  directors
     for such meeting;  (D) the Board of Directors,  either before or during any
     such  emergency,  may  provide,  and  from  time to time  modify,  lines of
     succession  in the event that during such  emergency any or all officers or
     agents of the  Corporation  shall for any reason be rendered  incapable  of
     discharging  their  duties;  (E) the Board of  Directors,  either before or
     during any such emergency, may, effective in the emergency, change the head
     office or designate  several  alternative head offices or regional offices,
     or  authorize  the  officers  so to do; and (F) to the extent  required  to
     constitute a quorum at any meeting of the Board of Directors during such an
     emergency, the officers of the Corporation who are present shall be deemed,
     in order of rank  and  within  the  same  rank in order of  seniority,  the
     directors for such meeting.

          No  officer,  director  or  employee  acting  in  accordance  with any
     provision of these  Emergency  By-Laws  shall be liable  except for willful
     misconduct.

          These Emergency  By-Laws shall be subject to alteration,  amendment or
     repeal by the further  actions of the Board of Directors or stockholders of
     the Corporation.
EX-99 23 b-306.htm CERT OF LP CINERGY RETAIL POWER, LP Cinergy Retail Power LP 
                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                           CINERGY RETAIL POWER, L.P.


     The  undersigned,  desiring to form a limited  partnership  pursuant to the
Delaware Revised Uniform Limited  Partnership Act, 6 Delaware Code,  Chapter 17,
does hereby certify as follows:

     I. The name of the limited partnership is Cinergy Retail Power, L.P.

     II.  The  address  of the  Partnership's  registered  office  shall be: The
Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle,
Delaware. The name of the Partnership's  registered agent for service of process
shall be: The Corporation  Trust Company,  1209 Orange Street,  Wilmington,  New
Castle County, Delaware.

     III. The name and mailing address of the general partner is as follows:

            NAME                                 ADDRESS
            ----                                 -------

Cinergy Retail Power General, Inc.        139 East 4th Street
                                          Cincinnati, Ohio 45202

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Limited Partnership of Cinergy Retail Power, L.P., as of August 8, 2001.


                                              Cinergy Retail Power General, Inc.
                                              (Its General Partner)


                                              By: /s/ Jerome A. Vennemann
                                                  ------------------------
                                                  Authorized Officer
EX-99 24 b-308.htm CERT OF FORM ENCOAL OPCO, LLC Encoal OPCO LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                                ENCOAL OPCO, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                                ENCOAL OPCO, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights  which a limited  liability  company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 13th day of February 2001.






                                               /s/Cecilia Temple
                                               -----------------
                                               Cecilia Temple
                                               Sole Organizer
EX-99 25 b-310.htm CERT OF FORM BSPE HOLDINGS, LLC BSPE Holdings LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                               BSPE Holdings, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                               BSPE Holdings, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights  which a limited  liability  company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 10th day of January 2001.





                                         /s/Cecilia A. Temple
                                         --------------------
                                         Cecilia A. Temple
                                         Sole Organizer
EX-99 26 b-312.htm CERT OF FORM BSPE LIMITED, LLC BSPE Limited LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                                BSPE Limited, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                                BSPE Limited, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights  which a limited  liability  company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 10th day of January 2001.





                                              /s/Cecilia A. Temple
                                              --------------------
                                              Cecilia A. Temple
                                              Sole Organizer
EX-99 27 b-314.htm ART OF ORGAN BSPE GENERAL, LLC BSPE General LLC 
                            ARTICLES OF ORGANIZATION

                                       OF

                                BSPE General, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole  Organizer  of a limited  liability  company  under the Texas
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to 1.02A(4) of the Texas Limited Liability Company Act,
the following  Articles of Organization for such limited  liability company (the
"Company").

                                   ARTICLE ONE

     The name of the limited liability company is BSPE General, LLC.


                                   ARTICLE TWO

     The period of  duration  of the  Company  shall be  perpetual  or until the
termination of the Company in accordance with regulations of the Company.


                                  ARTICLE THREE

     The purpose for which the Company is  organized is the  transaction  of any
and all lawful business for which limited  liability  companies may be organized
under the Texas Limited Liability Company Act.


                                  ARTICLE FOUR

     The  registered  agent  of the  limited  liability  company  shall  be:  CT
Corporation  System and the address of its registered  office in the State shall
be: c/o CT Corporation  System,  1021 Main Street,  Suite 1150,  Houston,  Texas
77002.

                                  ARTICLE FIVE

     The  limited  liability  company  will  not have  manager(s).  The name and
address of the initial member is as follows:

             Name                               Address

         BSPE Holdings, LLC                 139 East 4th Street
                                            Cincinnati, Ohio 45202


                                   ARTICLE SIX

     The name and address of the organizer is as follows:

             Name                               Address

         Cecilia Temple                      139 East Fourth Street
                                             Cincinnati, OH 45202


     IN WITNESS WHEREOF, I have hereunto set my hand this 11th day January 2001.

                                            /s/ Cecilia Temple
                                            ------------------
                                            Cecilia Temple
                                            Sole Organizer
EX-99 28 b-316.htm CERT OF LP BSPE, L.P. BSPE LP 
                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                                   BSPE, L.P.


     The  undersigned,  desiring to form a limited  partnership  pursuant to the
Delaware Revised Uniform Limited  Partnership Act, 6 Delaware Code,  Chapter 17,
does hereby certify as follows:

     I. The name of the limited partnership is BSPE, L.P.

     II.  The  address  of the  Partnership's  registered  office  shall be: The
Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle,
Delaware. The name of the Partnership's  registered agent for service of process
shall be: The Corporation  Trust Company,  1209 Orange Street,  Wilmington,  New
Castle County, Delaware.

     III. The name and mailing address of the general partner is as follows:

              NAME                               ADDRESS

         BSPE General, LLC                  139 East 4th Street
                                            Cincinnati, Ohio 45202

IN WITNESS  WHEREOF,  the undersigned  has executed this  Certificate of Limited
Partnership of BSPE, L.P., as of January 15th, 2001.


                                  BSPE General, LLC
                                  (Its General Partner)


                                  By:    /s/Jerome A. Vennemann
                                         ----------------------
                                         Jerome A. Vennemann
                                         Authorized Officer
EX-99 29 b-318.htm A & R CERT OF INCORP U.S. ENERGY BIOGAS Zahren 
                                                                       EXHIBIT A


              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

                      ZAHREN ALTERNATIVE POWER CORPORATION


     The following  Restated  Certificate of Incorporation of Zahren Alternative
Power   Corporation   (i)  restates  the   provisions  of  the   Certificate  of
Incorporation of Zahren Alternative Power Corporation  originally filed with the
Secretary  of  State  of  Delaware  on  December  28,  1993  under  the name ZFC
Environmental  Holdings Limited, and (ii) supersedes the original Certificate of
Incorporation  and all  prior  amendments  and  restatements  thereto  in  their
entirety.

     FIRST: The name of this corporation is ZAHREN ALTERNATIVE POWER CORPORATION
(the "corporation").

     SECOND: The address of the corporation's  registered office in the State of
Delaware  is to be located at 9 East  Loockerman  Street,  in the City of Dover,
County of Kent,  19901.  The name of its  registered  agent at such  address  is
National Registered Agents, Inc.

     THIRD:  The  purpose  of the  corporation  is to engage  in  lawful  act or
activity for which a corporation may be organized under the General  Corporation
Law of Delaware.

     FOURTH:  The Company is authorized to issue 10,000 shares of capital stock,
of which 5,426 shares shall be designated  Class A Common Stock,  par value $.01
per share and 4,574 shares shall be designated  Class B Common Stock,  par value
$.01 per  share.  The  shares of Class A Common  Stock and the shares of Class B
Common  Stock shall be  identical,  and shall vote  together on matters on which
stockholders  are  entitled to vote as a single  class except that each share of
Class A Common  Stock  shall be  entitled  to one vote and each share of Class B
Common Stock shall be entitled to 0.296437937 votes.

     FIFTH:  No holder of any of the  shares  of the  corporation  shall as such
holder,  have any right to  purchase  or  subscribe  for any shares of any class
which  the  corporation  may  issue or sell,  whether  or not  such  shares  are
exchangeable  for any shares of the  corporation  of any other class or classes,
and whether such shares are issued out of the number of shares authorized by the
Certificate of Incorporation  of the corporation as originally  filed, or by any
amendment thereof, or out of shares of the corporation  acquired by it after the
issue thereof, nor shall any holder of any of the shares of the corporation,  as
such holder,  have any right to purchase or subscribe for any obligations  which
the  corporation  may  issue  or  sell  that  shall  be  convertible   into,  or
exchangeable  for, any shares of the corporation of any class or classes,  or to
which shall be attached or shall  appertain  to any warrant or warrants or other
instrument or instruments that shall confer upon the holder thereof the right to
subscribe  for,  or  purchase  from the  corporation  any shares of any class or
classes.

     SIXTH: The duration of the corporation shall be perpetual.

     SEVENTH:   When  a  compromise  or  arrangement  is  proposed  between  the
corporation  and its  creditors or any class of them or between the  corporation
and its shareholders or any class of them, a court of equity jurisdiction within
the state,  on  application  of the  corporation or of a creditor or shareholder
thereof, or on application of a receiver appointed for the corporation  pursuant
to  the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on
application of trustees in dissolution or of any receiver or receivers appointed
for the  corporation  pursuant  to  provisions  of Section 279 of Title 8 of the
Delaware  Code order a meeting of the  creditors or class of creditors or of the
shareholders or class of shareholders to be affected by the proposed  compromise
or  arrangement  or  reorganization,  to be summoned in such manner as the court
directs.  If a majority in number  representing 3/4 in value of the creditors or
class of  creditors,  or of the  shareholders  or class  of  shareholders  to be
affected by the proposed compromise or arrangement or a reorganization, agree to
a.  compromise  or  arrangement  or a  reorganization  of the  corporation  as a
consequence of the compromise or arrangement,  the compromise or arrangement and
the reorganization, if sanctioned by the court to which the application has been
made, shall be binding on all the creditors or class of creditors, or on all the
shareholders or class of shareholders and also on the corporation.

     EIGHTH:  No director of the corporation  shall be liable to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii) under  Section 174 of the General  Corporation  Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

     NINTH:  The corporation  shall,  to the fullest extent legally  permissible
under the provisions of the Delaware General Corporation Law, as the same may be
amended and supplemented,  shall indemnify and hold harmless any and all persons
whom it shall have power to indemnify under said provisions from and against any
and all liabilities  (including expenses) imposed upon or reasonably incurred by
him in connection with any action,  suit or other  proceeding in which he may be
involved or with which he may be threatened,  or other matters referred to in or
covered by said provisions both as to action in his official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person  who has ceased to be a director  or  officer  of the  corporation.  Such
indemnification  provided  shall not be deemed  exclusive of any other rights to
which those indemnified may be entitled under any Bylaw, agreement or resolution
adopted by the stockholders entitled to vote thereon after notice.

     This Restated  Certificate  of  Incorporation  has been duly adopted by the
board of directors of the  Corporation  in  accordance  with the  provisions  of
Sections 242 and 245 of the General Corporation Law of the State of Delaware, as
amended.

     IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this 11th
day of May, 2001.

                                 /s/  Bernard Zahren
                                 -------------------
                                 Name: Bernard Zahren
                                 Title:  President and Chief Executive Officer
EX-99.B 30 b-319.htm BY-LAWS OF U.S. ENERGY BIOGAS Zahren-By-laws 
                              USE ACQUISITION CORP.

                                     BY-LAWS

                               ARTICLE I: OFFICES

Section 1.

     The  registered  office shall be in the City of  Wilmington,  County of New
Castle, State of Delaware.

Section 2.

     USE  Acquisition  Corp. (the  "Corporation")  may also have offices at such
other  places  both  within and  without  the state of  Delaware as the board of
directors may from time to time determine or the business of the Corporation may
require.

                      ARTICLE II: MEETINGS OF STOCKHOLDERS

Section 1.

     Meetings  of  stockholders  may be held at such time and  place,  within or
without the State of  Delaware,  as shall be stated in the notice of the meeting
or  in a  duly  executed  waiver  of  notice  thereof.  The  annual  meeting  of
stockholders may be held at such place, within or without the State of Delaware,
as shall be designated by the board of directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

Section 2.

     The annual meeting of  stockholders  for the purpose of electing  directors
and for the  transaction  of such other business as may properly come before the
meeting shall be held at such date and hour as shall be  determinedly  the board
of directors or, in the absence of such determination,  on the third Thursday of
the ninth month after the month end most nearly coinciding with the close of the
fiscal year of the Corporation.

Section 3.

     Written  notice of the annual meeting  stating the place,  date and hour of
the meeting shall be given to each stockholder  entitled to vote at such meeting
not less than ten nor more than sixty days before the date of the meeting.

Section 4.

     The officer  who has charge of the stock  ledger of the  Corporation  shall
prepare and make,  at least ten days before  every  meeting of  stockholders,  a
complete list of the stockholders  entitled to vote at the meeting,  arranged in
alphabetical order and showing the address of each stockholder and the number of
shares  registered in the name of each  stockholder.  Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the notice of the  meeting,  or, if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept open at the time and place of the  meeting  during  the whole
time thereof, and may be inspected by any stockholder who is present.

Section 5.

     Special meetings of the stockholders,  for any purpose or purposes,  unless
otherwise  prescribed  by  statute  or  by  the  Corporation's   Certificate  of
Incorporation, as amended (the "Certificate"),  may be called by the affirmative
vote of a majority of the board of directors,  the President and shall be called
by the President or Secretary at the request in writing of the holders of record
of at least 50%of the aggregate voting power of all outstanding shares of either
the  Corporation's  Class A Common Stock or Class B Common  Stock.  Such request
shall state the purpose or purposes of the proposed meeting.

Section 6.

     Written notice of a special meeting stating the place, date and hour of the
meeting and the purpose or  purposes  for which the meeting is called,  shall be
given not less than ten nor more than sixty days  before the date of the meeting
to each stockholder of record entitled to vote at such meeting.

Section 7.

     Business transacted at any special meeting of stockholders shall be limited
to the purposes stated in the notice.

Section 8.

     The holders of a majority of the  Aggregate  Voting  Power of the shares of
the capital stock issued and outstanding  and entitled to vote thereat,  present
in person or represented by proxy,  shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate.  The "Aggregate  Voting Power" shall refer to the
voting power of all outstanding shares of the Corporation's Class A Common Stock
and the  Corporation's  Class B Common Stock  entitled to vote  generally in the
election of Directors, acting together as a single class, with each share of the
Corporation's  Class A Common  Stock  entitled  to vote having one vote and each
share  of the  Corporation's  Class B  Common  Stock  entitled  to  vote  having
0.296437937 votes. If, however,  such quorum shall not be present or represented
at any meeting of the stockholders,  the stockholders  entitled to vote thereat,
present in person or represented  by proxy,  shall have the power to adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until a quorum  shall be present  or  represented.  At such  adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  If the  adjournment  is for more than  thirty  days,  or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.


Section 9.

     Subject to the next paragraph, when a quorum is present at any meeting, the
vote of the holders of a majority of the Aggregate Voting Power of the shares of
the capital stock having voting power present in person or  represented by proxy
shall decide any question  brought  before such meeting,  unless the question is
one  upon  which,  by  provision  of  applicable  law or of the  Certificate,  a
different vote is required in which case such express provision shall govern and
control the decision of such question.

     Notwithstanding  any other provision of these By-laws to the contrary,  the
approval of 50% of the  outstanding  shares of each of the Class A Common  Stock
and the Class B Common  Stock,  with each voting as a separate  class,  shall be
required  before the  Corporation  shall take any of the following  actions (the
"Extraordinary Actions"):


1.   Demand additional capital from the its stockholders

2.   Borrow money or guarantee the obligations of any Person not in the ordinary
     course of  business,  or mortgage,  pledge or grant a security  interest in
     assets not in the ordinary course of business,  in any one transaction or a
     series of related transactions.

3.   Enter into a  transaction  or  agreement  with an  Affiliate  of any of its
     stockholders  other  than as  specifically  set forth in the  Stockholders'
     Agreement  dated as of November 28, 2000, by and among U.S. Energy Systems,
     Inc. and Cinergy Energy Systems,  Inc.  (together,  the "Stockholders") and
     the Corporation not in the ordinary course of business.

4.   Make unbudgeted acquisitions not in the ordinary course of business.

5.   Dispose of assets not in the ordinary course of business.

6.   Enter  into any  contract  not in the  ordinary  course of  business  which
     requires unbudgeted expenditures, commitments or liabilities.

7.   Amend the By-Laws or Certificate of the Corporation.

8.   Authorize or issue any additional shares of the Corporation's  common stock
     or other equity  interests of the  Corporation  or any option or warrant to
     purchase such equity interests.

9.   Engage in a business  activity  other than the  development,  ownership and
     operation of landfill gas fueled energy  projects,  and related  activities
     (the "Business").

10.  Commence the process of dissolution,  liquidation,  insolvency or voluntary
     bankruptcy.

11.  Approve any merger or consolidation of the Corporation.

12.  Form any subsidiary.

13.  Amend or modify any credit  agreement  or  implement  any change in capital
     structure not in the ordinary course of business.

14.  Commence  or settle any  litigation  that  involves  an amount in excess of
     $100,000.

15.  Engage or terminate principal auditors or attorneys of the Corporation.

16.  Obtain  approval for any Corporation  budget and any material  expenditures
     that deviate from the  Corporation's  budget during any Probation Period. A
     "Probation  Period" is any period  that  commences  when the  Corporation's
     financial  results,  as reflected in an annual audited financial  statement
     for the Corporation, differ materially adversely from the Corporation's pro
     forma projections and terminates when the  Corporation's  financial results
     are no longer below the thresholds in such projections.

17.  Such other matters as the Stockholders or their designated  Directors shall
     by mutual consent determine as being appropriate.

Section 10.

     At every meeting of the stockholders, each stockholder shall be entitled to
vote, in person or by proxy  executed in writing by the  stockholder or his duly
authorized attorney-in-fact, each share of the capital stock having voting power
held by such  stockholder in accordance with the provisions of the  Certificate,
but no proxy  shall be voted or acted  upon  after  three  years  from its date,
unless the proxy provides for a longer period.

Section 11.

     Any  action  required  to be taken at any  annual  or  special  meeting  of
stockholders of the Corporation,  or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior  notice and  without a vote,  if a consent in writing,  setting  forth the
action so taken, shall be signed by stockholders  representing not less than the
minimum  number of votes  that  would be  necessary  to  authorize  or take such
actions at a meeting at which all shares  entitled to vote  thereon were present
and voted.  Prompt notice of the taking of such action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing. The Secretary shall file such consents with the minutes of
the meetings of the stockholders.

Section 12.

     At all meetings of  stockholders,  the  chairman of the meeting  shall have
absolute authority over matters of procedure,  and there shall be no appeal from
the ruling of the chairman.

Section 13.

     Attendance of a  stockholder,  in person or by proxy,  at any meeting shall
constitute a waiver of notice of such meeting, except where the stockholder,  in
person or by proxy,  attends a meeting for the express  purpose of  objecting to
the  transaction of any business  because the meeting is not lawfully  called or
convened.

                             ARTICLE III : DIRECTORS

Section 1.

     The  number  of  directors  which  shall  constitute  the  entire  Board of
Directors  shall be a multiple  of 5, and shall not be less than 5 nor more than
15 and shall be  determined by the Board or the  stockholders  from time to time
provided,  however,  that the Board shall not reduce the number of  directors if
such reduction would reduce the term of any director.  Directors shall have such
qualifications  as may be prescribed  by these  by-laws.  Directors  need not be
stockholders or citizens of the United States of America.

Section 2.

     Vacancies in the board of directors for any reason,  including by reason of
an increase in the authorized number of directors,  shall, if occurring prior to
the expiration of the term of office in which the vacancy occurs, be filled by a
majority of the  directors  then in office,  though less than a quorum,  or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual meeting of stockholders of the Corporation or until their successors
are duly elected and shall  qualify,  unless sooner  displaced.  If there are no
directors  in office,  then an election of  directors  may be held in the manner
provided by statute.

Section 3.

     (a) The property and business of the  Corporation  shall be controlled  and
managed  in  accordance  with  the  terms  of the  Certificate  by its  board of
directors  which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the  Certificate  or by these
by-laws directed or required to be exercised or done by the stockholders.

     (b)  Notwithstanding  any other provision of these by-laws to the contrary,
the Directors shall not,  without the approval of 50% of the outstanding  shares
of each of the Corporation's Class A Common Stock and Class B Common Stock, take
any of the Extraordinary Actions

                       Meetings of the Board of Directors

Section 4.

     The board of directors of the Corporation,  or any committees thereof,  may
hold meetings,  both regular and special,  either within or without the State of
Delaware.

Section 5.

     A regular annual meeting of the board of directors, including newly elected
directors,  shall be held immediately  after each annual meeting of stockholders
at the place of such stockholders' meeting, and no notice of such meeting to the
directors  shall be  necessary  in order  legally  to  constitute  the  meeting,
provided a quorum shall be present. If such meeting is held at any other time or
place,  notice  thereof  must be given or waived  as  hereinafter  provided  for
special meetings of the board of directors.

Section 6.

     Additional regular meetings of the board of directors shall be held on such
dates  and at such  times  and at such  places  as  shall  from  time to time be
determined by the board of directors.

Section 7.

     The  President  of the  Corporation  and the  Secretary  may call a special
meeting of the board of directors at any time by giving  notice,  specifying the
business to be transacted at and the purpose or purposes of the meeting, to each
member of the board at least twenty-four (24) hours before the time appointed.

Section 8.

     At all  meetings  of the board a majority  of the full  board of  directors
shall  constitute  a quorum for the  transaction  of  business  and the act of a
majority  of the  directors  present at any  meeting at which  there is a quorum
shall  be  the  act  of the  board  of  directors,  except  as may be  otherwise
specifically  provided by statute, the Certificate or these by-laws. If a quorum
shall not be present at any  meeting of the board of  directors,  the  directors
present thereat may adjourn the meeting from time to time,  without notice other
than announcement at the meeting, until a quorum shall be present.

Section 9.

     Any action required or permitted to be taken at any meeting of the board of
directors  or of any  committee  thereof  may be taken  without a meeting if all
members  of the  board or  committee,  as the case may be,  consent  thereto  in
writing,  setting  forth the action so taken,  and the writing or  writings  are
filed with the minutes of proceedings of the board or committee.

Section 10.

     Unless otherwise restricted by the Certificate or these by-laws, members of
the board of directors,  or any committee thereof,  may participate in a meeting
of the board of directors, or any committee, by means of conference telephone or
similar  communications  equipment  whereby  all  persons  participating  in the
meeting  can  hear  each  other,  and  such  participation  in a  meeting  shall
constitute presence in person at the meeting.

                             Committees of Directors

Section 11.

     Designation of Committees. The board of directors may, by resolution passed
by a  majority  of the  whole  board,  designate  one or more  committees,  each
committee  to consist of one or more of the  directors of the  Corporation.  The
board of directors may designate one or more  directors as alternate  members of
any committee,  who may replace any absent or disqualified member at any meeting
of the committee.

Section 12.

     Vacancies.  In the absence or  disqualification of a member of a committee,
the member or members thereof present at any meeting and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the board of  directors to act at the meeting in the place of
any such absent or disqualified member.

Section 13.

     Powers. Any such committee, to the extent provided in the resolution of the
board of directors,  shall have and may exercise all the powers and authority of
the board of directors to the extent  provided by Section  141(c) of the General
Corporation  Law of the State of Delaware as it exists now or may  hereafter  be
amended.

Section 14.

     Each committee of the board of directors  shall keep regular minutes of its
meetings and report the same to the board of directors when required.

                            Compensation of Directors

Section 15.

     Unless otherwise  restricted by the Certificate or these by-laws, the board
of directors shall have the authority to fix the compensation of directors.  All
directors may be paid their  expenses,  if any, of attendance at each meeting of
the board of directors,  and  directors  who are not full-time  employees of the
Corporation  may be paid a fixed sum for attendance at each meeting of the board
of directors and/or a stated salary as director.  No such payment shall preclude
any director from serving the  Corporation  in any other  capacity and receiving
compensation therefor.  Members of special or standing committees may be allowed
like compensation and expenses for attending committee meetings.

                              Removal of Directors

Section 16.

     Any director, or the entire board of directors,  may be removed from office
at any time  prior to the  expiration  of his term of  office,  with or  without
cause,  only by the  affirmative  vote of the  holders of record of  outstanding
shares  representing at least a majority of all of the Aggregate Voting Power of
outstanding  shares of capital  stock of the  Corporation  then entitled to vote
generally in the election of directors,  voting  together as a single class at a
special  meeting of  stockholders  called  expressly for that purpose;  provided
that,  any  director  may be removed  from office by the  affirmative  vote of a
majority of the entire board of directors,  at any time prior to the  expiration
of his term of office, as provided by law, in the event a director fails to meet
the qualifications  stated in these by-laws for election as a director or in the
event such director is in breach of any agreement  between such director and the
Corporation relating to such director's service as a director or employee of the
Corporation.

                          Indemnification of Directors

Section 17.

     The Corporation shall have the right to indemnify  directors,  officers and
agents  of the  Corporation  to the  fullest  extent  permitted  by the  General
Corporation Law of Delaware and by the Certificate,  as both may be amended from
time to time.

                               ARTICLE IV: NOTICES

Section 1.

     Whenever,  under the provisions of applicable law or of the  Certificate or
of these by-laws, notice is required to be given to any director or stockholder,
it shall be construed to mean written or printed notice given either  personally
or by mail or wire addressed to such director or stockholder,  at his address as
it appears on the  records of the  Corporation,  with  postage or other  charges
thereon  prepaid,  and such notice  shall be deemed to be given at the time when
the same shall be  deposited  in the United  States  mail or at the  appropriate
office  for  transmission  by wire.  Notice  to  directors  may also be given by
telephone.

Section 2.

     Whenever  any  notice  is  required  to be given  under the  provisions  of
applicable law or of the  Certificate  or of these by-laws,  a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.

Section 3.

     Attendance at a meeting shall  constitute a waiver of notice except where a
director or stockholder  attends a meeting for the express  purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

Section 4.

     Neither the business to be  transacted  at, nor the purpose of, any regular
meeting of the board of  directors  need be specified in the notice or waiver of
notice of such meeting.

                              ARTICLE V : OFFICERS
Section 1.

     The officers of the Corporation  shall be elected by the board of directors
at its first meeting after each annual meeting of the  stockholders and shall be
a President,  Chief Operating Officer, a Treasurer and a Secretary. The board of
directors may also elect one or more Vice  Presidents  and one or more Assistant
Treasurers and Assistant  Secretaries.  Any number of offices may be held by the
same person,  except that the offices of President  and  Secretary  shall not be
held by the same person.  Vice Presidents may be given distinctive  designations
such as Executive Vice President or Senior Vice President.

Section 2.

     The board of directors may elect such other officers and agents as it shall
deem  necessary who shall hold their  offices for such terms and shall  exercise
such powers and perform such duties as shall be determined  from time to time by
the board of directors.

Section 3.

     The officers of the  Corporation  shall hold office until their  successors
are  elected or  appointed  and qualify or until their  earlier  resignation  or
removal.  Any officer  elected or  appointed  by the board of  directors  may be
removed at any time with or without cause by the affirmative  vote of a majority
of the whole  board of  directors.  Any vacancy  occurring  in any office of the
Corporation shall be filled by the board of directors.

                                  The President

Section 4.

     The  President  shall  be  responsible,  in  consultation  with  the  Chief
Operating  Officer,  for  corporate  policy and  strategy.  The Chief  Operating
Officer, the Vice-Presidents, if any, the Secretary and the Assistant Secretary,
if any, shall consult on all major decisions with, and shall report directly to,
the  President  provided,  however,  that the  President  shall not exercise any
powers,  rights,  functions or  responsibilities  of the Chief Operating Officer
unless both offices are held by the same person.

                           The Chief Operating Officer

Section 5.

     Subject to the requirement  that the Chief  Operating  Officer consult with
the  President on all major  decisions,  the Chief  Operating  Officer  shall be
responsible  for: (i) supervising,  coordinating and managing the  Corporation's
business, operations and activities,  operating expenses and capital allocation;
(ii) matters  relating to officers  (other than the President,  Chief  Operating
Officer the Vice Presidents,  if any, the Secretary and the Assistant Secretary,
if any) and  employees,  including,  without  limitation,  hiring,  terminating,
changing  positions  and  allocation  of  responsibilities  of such officers and
employees;  (iii)  substantially  all  of  the  powers,  rights,  functions  and
responsibilities  typically exercised by a chief operating officer; and (iv) all
officers (other than the President, Chief Operating Officer the Vice Presidents,
if any, the Secretary and the Assistant Secretary, if any) will report, directly
or indirectly, to the Chief Operating Officer.

                                 Vice-Presidents

Section 6.

     The  Vice-Presidents  shall have such powers and perform such duties as may
from  time to time  be  assigned  to them  by the  board  of  directors,  or the
President.

                    The Secretary and the Assistant Secretary

Section 7.

     The  Secretary  shall attend all meetings of the board of directors and all
meetings of the  stockholders  and record all the proceedings of the meetings of
the  Corporation  and of the  board of  directors  in a book to be kept for that
purpose and shall  perform like duties for the standing  committees of the board
of directors when required.  He shall give, or cause to be given,  notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall  perform such other duties as may be  prescribed by the board of directors
or the President,  and he shall be under the  supervision  of the President.  He
shall  have  custody  of the  corporate  seal of the  Corporation  and he, or an
Assistant  Secretary,  shall have  authority to affix the same to any instrument
requiring it and when so affixed,  it may be attested by his signature or by the
signature of such Assistant  Secretary.  The board of directors may give general
authority  to any  other  officer  to affix the seal of the  Corporation  and to
attest the affixing by his signature.

Section 8.

     The Assistant Secretary,  if any shall be elected, or if there be more than
one, the Assistant Secretaries in the order determined by the Board of directors
(or if there be no such  determination,  then in the  order of their  election),
shall,  in the  absence of the  Secretary  or in the event of his  inability  or
refusal to act,  perform the duties and exercise the powers of the Secretary and
shall have such other  powers and perform  such other duties as may from time to
time be assigned to them by the board of directors or the President.

                   The Treasurer and the Assistant Treasurers

Section 9.

     The Treasurer,  under the supervision of the Chief Operating Officer, shall
have charge of the corporate  funds and securities and shall keep or cause to be
kept full and accurate accounts of receipts and disbursements in books belonging
to the  Corporation  and shall deposit all moneys and other valuable  effects in
the name and to the credit of the  Corporation  in such  depositaries  as may be
designated by or at the direction of the board of directors.

Section 10.

     The  Treasurer  shall  disburse or cause to be  disbursed  the funds of the
Corporation  as may be ordered  by or at the  direction  of the Chief  Operating
Officer  or  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and subject to the supervision of the Chief  Operating  Officer,
shall render to the board of directors,  when they or either of them so require,
an account of his  transactions  as Treasurer and of the financial  condition of
the Corporation.

Section 11.

     If  required  by the  board of  directors,  the  Treasurer  shall  give the
Corporation  a bond in such sum and with  such  surety or  sureties  as shall be
satisfactory  to the board of  directors  for the  faithful  performance  of the
duties of his office and for the restoration to the Corporation,  in case of his
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers,  money and other  property of whatever kind in his possession or under
his control belonging to the Corporation.

Section 12.

     The Assistant Treasurer, if any shall be elected, or if there shall be more
than one,  the  Assistant  Treasurers  in the order  determined  by the board of
directors  (or if there  be no such  determination,  then in the  order of their
election),  shall,  in the  absence  of the  Treasurer  or in the  event  of his
inability  or refusal to act,  perform the duties and exercise the powers of the
Treasurer  and shall have such other powers and perform such other duties as may
from time to time be assigned to them by the board of directors.

                                 Other Officers

Section 13.

     In addition to the  corporate  officers  elected by the board of  directors
pursuant to this Article V, the President and Chief Operating  Officer may, from
time to time,  appoint one or more other persons as appointed officers who shall
not be deemed to be corporate  officers,  but may,  respectively,  be designated
with  such  titles  as  the  President  or  Chief  Operating  Officer  may  deem
appropriate.  The President and Chief Operating Officer may prescribe the powers
to be exercised and the duties to be performed by each such  appointed  officer,
may designate the term for which each such  appointment  is made,  and may, from
time to time,  terminate any or all of such appointments.  Such appointments and
termination of appointments shall be reported to the board of directors.

                        ARTICLE VI: CERTIFCATES OF STOCK

Section 1.

     Every  holder  of  shares  of  capital  stock in the  Corporation  shall be
entitled  to have a  certificate  sealed  with the seal of the  Corporation  and
signed  by,  or in the  name of the  Corporation  by,  the  President  or  Chief
Operating  Officer  and  by  the  Treasurer  or an  Assistant  Treasurer  or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.  If the Corporation  shall be authorized
to issue more than one class of stock or more than one series of any class,  the
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in  full  or  summarized  on the  face or  back  of the  certificate  which  the
Corporation  shall issue to  represent  such class or series of stock,  provided
that, except as otherwise provided in section 202 of the General Corporation Law
of Delaware, in lieu of the foregoing requirements, there maybe set forth on the
face or back of the certificate  which the Corporation  shall issue to represent
such class or series of stock,  a statement  that the  Corporation  will furnish
without charge to each stockholder who so requests the designations, preferences
and relative,  participating,  optional or other special rights of each class of
stock or series thereof and the  qualifications,  limitations or restrictions of
such preferences and/or rights.

Section 2.

     Any or all of the signatures on the certificate  may be facsimile.  In case
any  officer,  transfer  agent or  registrar  who has signed or whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer,  transfer agent or registrar before such certificate is issued,  it may
be issued by the  Corporation  with the same effect as if he were such  officer,
transfer agent or registrar at the date of issue.

                                Lost Certificates

Section 3.

     The board of directors may direct a new  certificate or  certificates to be
issued in place of any  certificate or  certificates  theretofore  issued by the
Corporation  alleged to have been lost, stolen or destroyed,  upon the making of
an affidavit  of that fact by the person  claiming  the  certificate  of capital
stock to be lost,  stolen or  destroyed.  When  authorizing  such issue of a new
certificate or  certificates,  the board of directors may, in its discretion and
as a condition  precedent  to the  issuance  thereof,  require the owner of such
lost,   stolen  or  destroyed   certificate  or   certificates,   or  his  legal
representative,  to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any  claim  that  may be  made  against  the  Corporation  with  respect  to the
certificate alleged to have been lost, stolen or destroyed.

                               Transfers of Stock

Section 4.

     Upon surrender to the  Corporation or the transfer agent of the Corporation
of a certificate  for shares duly endorsed or accompanied by proper  evidence of
succession,  assignation  or authority to transfer,  it shall be the duty of the
Corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old certificate and record the transaction upon its books.

                               Fixing Record Date

Section 5.

     In order that the  Corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of stockholders or any adjournment  thereof,
or to express  consent to  corporate  action in  writing  without a meeting,  or
entitled to receive payment of any dividend or other distribution,  or allotment
of any rights,  or  entitled  to  exercise  any rights in respect of any change,
conversion  or exchange of stock or for the purpose of any other lawful  action,
the board of directors  may fix, in advance,  a record date,  which shall not be
more than  sixty nor less than ten days  before the date of such  meetings,  nor
more than sixty days prior to any other action.  A determination of stockholders
of record  entitled to notice of or to vote at a meeting of  stockholders  shall
apply to any adjournment of the meeting;  provided,  however,  that the board of
directors may fix a new record date for the adjourned meeting.

                             Registered Stockholders

Section 6.

     The  Corporation  shall be entitled to recognize the  exclusive  right of a
person registered on its books as the owner of shares to receive dividends,  and
to vote as such  owner,  and to hold liable for calls and  assessments  a person
registered  on its  books as the  owner of  shares,  and  shall  not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other  person,  whether  or not it shall  have  express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                         ARTICLE VII: GENERAL PROVISIONS

                                    Dividends

Section 1.

     Dividends  upon  the  capital  stock  of the  Corporation,  subject  to the
provisions of the certificate of  incorporation,  if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital  stock,  subject to
the provisions of any statute, the Certificate and these by-laws.

Section 2.

     Before payment of any dividend,  there may be set aside out of any funds of
the  Corporation  available for dividends such sum or sums as the directors from
time to time,  in their  absolute  discretion,  think  proper  as a  reserve  or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the  Corporation,  or for such other purposes as the
directors  shall think  conducive  to the interest of the  Corporation,  and the
directors  may modify or abolish any such  reserve in the manner in which it was
created.

                                Annual Statement

Section 3.

     The board of directors  shall  present at each annual  meeting,  and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the Corporation.

                                     Checks

Section 4.

     All checks or demands for money of the Corporation  shall be signed by such
officer or  officers or such other  person or persons as the board of  directors
may from time to time designate.

                                   Fiscal Year

Section 5.

     The fiscal year of the  Corporation  shall be as  specified by the board of
directors.

                                      Seal

Section 6.

     The  corporate  seal  shall  have   inscribed   thereon  the  name  of  the
Corporation,  the  year of its  organization  and  the  words  "Corporate  Seal,
Delaware".  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                    Contracts

Section 7.

     An Officer of the Corporation  may sign any note,  bond, or mortgage of the
Corporation in furtherance of the  Corporation's  ordinary business and in order
to implement any action authorized by these by-laws.

                            ARTICLE VIII : AMENDMENTS

     In furtherance of and not in limitation of the powers conferred by statute,
the board of directors  of the  Corporation  from time to time may make,  amend,
alter,  change or repeal the  by-laws  of the  Corporation;  provided,  that any
by-laws made, amended, altered, changed or repealed by the board of directors or
the  stockholders  of  the  Corporation  may be  amended,  altered,  changed  or
repealed,  and  that  any  by-laws  may  be  made,  by the  stockholders  of the
Corporation;  provided, further that Section 9 of Article II and Section 3(b) of
Article III shall not be amended,  altered,  changed or repealed by the board of
directors;  and provided,  further that Section 9 of Article II and Section 3(b)
of Article  III shall only be  amended,  altered,  changed  or  repealed  by the
stockholders  if the  approval of 50% of the  outstanding  shares of each of the
Corporation's  Class A  Common  Stock  and  Class B Common  Stock  is  obtained.
Notwithstanding  any other  provisions of the  Certificate of the Corporation or
these  by-laws (and  notwithstanding  the fact that a lesser  percentage  may be
specified by law, the Certificate or these by-laws), the affirmative vote of not
less than a majority of the Aggregate Voting Power of all outstanding  shares of
capital  stock  of the  Corporation  then  entitled  to vote  generally  in this
election of Directors,  voting together as a single class, shall be required for
the stockholders of the Corporation to amend, alter, change, repeal or adopt any
by-laws of the Corporation.
EX-99 31 b-320.htm CERT OF FORM COUNTRYSIDE LANDFILL GASCO Countryside Landfill Gasco 
                            CERTIFICATE OF FORMATION

                                       OF

                       COUNTRYSIDE LANDFILL GASCO, L.L.C.
                           A LIMITED LIABILITY COMPANY


FIRST: The name of the limited liability company is:

                       COUNTRYSIDE LANDFILL GASCO, L.L.C.

SECOND:  The address of its  registered  office in the State of Delaware is 1013
Centre Road, in the City of  Wilmington,  County of New Castle,  19805,  and its
registered agent is Corporation Service Company.

     IN WITNESS  WHEREOF,  the  undersigned,  being the  individual  forming the
Company,  has executed,  signed and  acknowledged  this Certificate of Formation
this 23rd day of August, A.D. 1996.




                                                              \s\ Susan Lee
                                                              -------------
                                                              Susan Lee
                                                              Authorized Person
EX-99 32 b-322.htm CERT OF FORM MORRIS GASCO Morris Gasco, LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                              MORRIS GASCO, L.L.C.
                           A LIMITED LIABILITY COMPANY


FIRST: The name of the limited liability company is:

                              MORRIS GASCO, L.L.C.

SECOND:  The address of its  registered  office in the State of Delaware is 1013
Centre  Road,  in the City of  Wilmington,  County of New Castle,  19805 and its
registered agent at such address is Corporation Service Company.

     IN WITNESS  WHEREOF,  the  undersigned,  being the  individual  forming the
Company,  has executed,  signed and  acknowledged  this Certificate of Formation
this 30th day of December, A.D. 1996.




                                                 \s\ Jonathon P. Levi
                                                 --------------------
                                                 Jonathon P. Levi
                                                 Authorized Person
EX-99 33 b-324.htm CERT OF LP BROWN COUNTY LANDFILL GAS Brown County Landfill 
                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                   BROWN COUNTY LANDFILL GAS ASSOCIATES, L.P.


     The undersigned,  an authorized person for the purpose of forming a limited
partnership  pursuant to the Delaware  Revised Uniform Limited  Partnership Act,
does hereby certify as follows:

          1. The name of the limited partnership is:


                   BROWN COUNTY LANDFILL GAS ASSOCIATES, L.P.


          2. The registered  office of the  Partnership is to be located at 1013
     Centre Road,  Wilmington,  Delaware 19805-1297.  The name of its registered
     agent at that address is Corporation Service Company.

          3. The name and address of the general partner of the Partnership is:

                                    ZFC Energy, Inc.
                                    40 Tower Lane
                                    Avon, CT 06001

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Limited Partnership of BROWN COUNTY LANDFILL GAS ASSOCIATES, L.P. as of the 22nd
day of March, 2000.

                                                       ZFC ENERGY, INC.,
                                                       General Partner


                                               By:  /s/ Stephen Rosenberg
                                                    --------------------------
                                                    Stephen Rosenberg, Secretary
EX-99 34 b-326.htm CERT OF FORM CINERGY SOLUTIONS PHILADELPHIA, LLC Cinergy Solutions of Philadelphia LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                     CINERGY SOLUTIONS OF PHILADELPHIA, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

    The name of the Company shall be: Cinergy Solutions of Philadelphia, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights,  which a limited  liability company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 11th day of May 2001.




                                                 /s/ Cecilia Temple
                                                 ------------------
                                                 Cecilia Temple
                                                 Sole Organizer
EX-99 35 b-328.htm CERT OF FORM CST LIMITED, LLC CS Limited LLC 
                            CERTIFICATE OF AMENDMENT

                                       TO

                            CERTIFICATE OF FORMATION

                                       OF

                                 CS LIMITED, LLC



     1. The name of the limited liability company is CS Limited, LLC.

     2. The Certificate of Formation of the limited  liability company is hereby
amended by changing  Article FIRST  thereof so that,  as amended,  Article FIRST
shall be and read as follows:

     FIRST. The name of the company shall be: CST Limited, LLC.

     3. This  Certificate  of Amendment  to  Certificate  of Formation  shall be
effective as of May 31, 2001.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Amendment to Certificate of Formation as of this 31st day of May 2001.



                                      CINERGY SOLUTIONS, INC.



                                      /s/ Douglas C. Taylor
                                      ---------------------
                                      Douglas C. Taylor
                                      Assistant Secretary
EX-99 36 b-329.htm CERT OF AMEND CERT OF FORM CST LIMITED, LLC CS Limited LLC 
                            CERTIFICATE OF AMENDMENT

                                       TO

                            CERTIFICATE OF FORMATION

                                       OF

                                 CS LIMITED, LLC



     1. The name of the limited liability company is CS Limited, LLC.

     2. The Certificate of Formation of the limited  liability company is hereby
amended by changing  Article FIRST  thereof so that,  as amended,  Article FIRST
shall be and read as follows:

     FIRST. The name of the company shall be: CST Limited, LLC.

     3. This  Certificate  of Amendment  to  Certificate  of Formation  shall be
effective as of May 31, 2001.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Amendment to Certificate of Formation as of this 31st day of May 2001.



                                      CINERGY SOLUTIONS, INC.



                                      /s/ Douglas C. Taylor
                                      ---------------------
                                      Douglas C. Taylor
                                      Assistant Secretary
EX-99 37 b-331.htm ART OF ORGAN CST GENERAL, LLC CST General LLC 
                            ARTICLES OF ORGANIZATION

                                       OF

                                CST GENERAL, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole  Organizer  of a limited  liability  company  under the Texas
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to 1.02A(4) of the Texas Limited Liability Company Act,
the following  Articles of Organization for such limited  liability company (the
"Company").

                                   ARTICLE ONE

     The name of the limited liability company is CST General, LLC.

                                   ARTICLE TWO

     The period of  duration  of the  Company  shall be  perpetual  or until the
termination of the Company in accordance with regulations of the Company.

                                  ARTICLE THREE

     The purpose for which the Company is  organized is the  transaction  of any
and all lawful business for which limited  liability  companies may be organized
under the Texas Limited Liability Company Act.

                                  ARTICLE FOUR

     The  registered  agent  of the  limited  liability  company  shall  be:  CT
Corporation  System and the address of its registered  office in the State shall
be: c/o CT Corporation  System,  1021 Main Street,  Suite 1150,  Houston,  Texas
77002.

                                  ARTICLE FIVE

     The  limited  liability  company  will  not have  manager(s).  The name and
address of the initial member is as follows:

                     Name                          Address

            Cinergy Solutions, Inc.            139 East 4th Street
                                               Cincinnati, Ohio 45202


                                   ARTICLE SIX

     The name and address of the organizer is as follows:

                      Name                         Address

                  Cecilia Temple            139 East Fourth Street
                                            Cincinnati, OH 45202


     IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day May 2001.




                                            /s/ Cecilia Temple
                                            ------------------
                                            Cecilia Temple
                                            Sole Organizer
EX-99 38 b-333.htm AGREE OF LP CST GREEN POWER LP CST GREEN POWER 
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                              CST GREEN POWER, L.P.

     The  undersigned  General Partner and Initial Limited Partner hereby form a
limited  partnership  pursuant to and in  accordance  with the Delaware  Revised
Uniform Limited  Partnership Act, 6 Del. C.ss.17-101,  et seq. (the "Act"),  and
hereby agree as follows:

     1.   Name.  The  name  of  the  limited   partnership  formed  hereby  (the
          "Partnership") is CST Green Power, L.P.

     2.   Purpose.  The  Partnership is organized for the object and purpose of,
          and the nature of the  business  to be  conducted  or  promoted by the
          Partnership is to manage the investment in and operation of facilities
          for the generation of electricity in Texas City, Texas.

     3.   Registered  Agent and Office.  The registered  agent and office of the
          Partnership  in the State of  Delaware  is c/o The  Corporation  Trust
          Company,  1209  Orange  Street,  Wilmington,  County  of  New  Castle,
          Delaware,  or such other  location(s)  as the  Partnership  by consent
          shall determine.

     4.   Partners.  The names and business,  residence or mailing  addresses of
          the General Partner and the Initial Limited Partner (collectively, the
          "Partners") are as follows:

                  General Partner

                  CST General, LLC
                  1000 E. Main Street
                  Plainfield, IN 46168
                  Attn:    M. Stephen Harkness,
                           President and COO
                           Tel:  317-838-1388
                           Fax: 317-838-2090

                  cc:      Cinergy Solutions, Inc.
                           Legal Department
                  Attn:    Jerome A. Vennemann
                           Secretary & General Counsel
                           139 E. Fourth Street
                           29 Atrium II
                           P.O. Box 960
                           Cincinnati, OH  45201-0960
                           Tel:  513-287-3023
                           Fax: 513-287-3810

                  Initial Limited Partner(s)

                  CST General, LLC
                  1000 E. Main Street
                  Plainfield, IN 46168
                  Attn:    M. Stephen Harkness,
                           President and COO
                           Tel:  317-838-1388
                           Fax: 317-838-2090

                  cc:      Cinergy Solutions, Inc.
                           Legal Department
                  Attn:    Jerome A. Vennemann
                           Secretary & General Counsel
                           139 E. Fourth Street
                           29 Atrium II
                           P.O. Box 960
                           Cincinnati, OH  45201-0960
                           Tel:  513-287-3023
                           Fax: 513-287-3810


     5.   Powers.  The powers of the  General  Partner(s)  include  all  powers,
          statutory and otherwise,  possessed by general partners under the laws
          of the State of Delaware.

     6.   Term. The Partnership  shall dissolve,  and its affairs shall be wound
          up, upon the 31st of  December,  2050,  or at such earlier time if (a)
          the Partners  unanimously so determine,  (b) the Partnership  sells or
          otherwise  disposes of its interest in all or substantially all of its
          property,  (c) an event of  dissolution  has occurred under the Act or
          (d)  upon  the  removal,  withdrawal  or  dissolution  of the  General
          Partner.

     7.   Capital  Contributions.  The Partners have  contributed  the following
          amounts, in cash, and no other property:

                  General Partner

                  $1

                  Initial Limited Partner

                  $99

     8.   Additional   Contributions.   No  Partner  is  required  to  make  any
          additional capital contribution to the Partnership.

     9.   Allocations of Profit and Losses. The Partnership's profits and losses
          shall be allocated in proportion to the capital  contributions  of the
          Partners.

     10.  Distributions.  At the time determined by the General Partner,  but at
          least once during each fiscal year,  the General  Partner  shall cause
          the  Partnership  to  distribute  any  cash  held by it  which  is not
          reasonably  necessary  for  the  operation  of the  Partnership.  Cash
          available for distribution shall be distributed to the Partners in the
          same proportion as their then capital account balances.

     11.  Assignments.  A Limited  Partner  may assign all or any part of his or
          its partnership interest only with the consent of the General Partner.
          A  Limited  Partner  has no right to grant an  assignee  of his or its
          partnership  interest  the  right  to  become  a  substituted  Limited
          Partner.

     12.  Withdrawal.  Except as provided in the following  Section 13, no right
          is given to any Partner to withdraw from the Partnership.

     13.  Additional  Partners.  (a) The General  Partner  may admit  additional
          Limited  Partners.  Upon  the  admission  of  any  additional  Limited
          Partner,   the  Initial   Limited  Partner  shall  withdraw  from  the
          Partnership  and shall be entitled to receive  forthwith the return of
          its capital contribution, without interest.

          (b)  The Partnership shall continue as a limited partnership under the
               Act  after  the  admission  of  any  additional  Limited  Partner
               pursuant to this Section 13.

          (c)  The admission of  additional  Limited  Partners  pursuant to this
               Section  13  shall  be  accomplished  by  an  amendment  of  this
               Agreement of Limited Partnership and, if required by the Act, the
               filing  of a  certificate  of  amendment  in  the  Office  of the
               Secretary of State of Delaware.

     14.  The  Initial   Limited   Partner  shall  be  deemed  admitted  to  the
          Partnership upon the formation of the Partnership.

     IN WITNESS  WHEREOF,  the undersigned  have duly executed this Agreement of
Limited Partnership as of the 15th day of June 2001.


                                GENERAL PARTNER:

                                CST General, LLC


                                By:      /s/ M. Stephen Harkness
                                         -----------------------
                                Name:    M. Stephen Harkness
                                Title:   President and Chief Operating Officer


                                INITIAL LIMITED PARTNER:

                                CST Limited, LLC


                                By:      /s/ G. Roger Daniel
                                         -------------------
                                Name:    G. Roger Daniel
                                Title:   Vice President
EX-99 39 b-335.htm C OF A CERT OF LP SOUTH HOUSTON GREEN POWER CoA South Houston Green Power 


                            CERTIFICATE OF AMENDMENT

                                       OF

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                                GREEN POWER, L.P.


     Green Power, L.P., a limited  partnership  organized and existing under and
by virtue of the Delaware Revised Uniform Limited Partnership Act.

DOES HEREBY CERTIFY:

1.   The name of the limited partnership is Green Power, L.P.

2.   That a  Certificate  of Limited  Partnership  was filed by the Secretary of
     State of Delaware on December 19, 2000, and that said Certificate  requires
     an amendment as permitted by Section 17-202 of the Limited Partnership Laws
     of the State of Delaware.

3.   The Certificate of Limited  Partnership of Green Power, L.P., be amended by
     changing the name of the limited partnership as follows:

           The name of the limited partnership is:  South Houston
           Green Power, L.P.

IN WITNESS WHEREOF, said limited partnership, Green Power, L.P., has caused this
Certificate to be signed by its general partner, this 23rd day of January, 2001.

                                            Green Power G.P., LLC
                                            (Its General Partner)


                                                By:
                                                     ------------------------
                                                        Van P. Whitfield
                                                       Authorized Officer
EX-99 40 b-337.htm CERT OF FORM CSGP OF SOUTHEAST TEXAS, LLC CSGP of Southeast Texas 
                            CERTIFICATE OF FORMATION

                                       OF

                          CSGP of Southeast Texas, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                          CSGP of Southeast Texas, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights  which a limited  liability  company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 22nd day of February 2001.





                                                 /s/Cecilia Temple
                                                 -----------------
                                                 Cecilia Temple
                                                 Sole Organizer
EX-99 41 b-339.htm CERT OF FORM CSGP LIMITED, LLC CSGP Limited LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                                CSGP LIMITED, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

               The name of the Company shall be: CSGP Limited, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights  which a limited  liability  company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 5th day of April 2001.





                                               /s/ Cecilia Temple
                                               ------------------
                                               Cecilia Temple
                                               Sole Organizer
EX-99 42 b-341.htm ART OF ORGAN CSGP GENERAL, LLC CSGP General LLC 
                            ARTICLES OF ORGANIZATION

                                       OF

                                CSGP GENERAL, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole  Organizer  of a limited  liability  company  under the Texas
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to 1.02A(4) of the Texas Limited Liability Company Act,
the following  Articles of Organization for such limited  liability company (the
"Company").

                                   ARTICLE ONE

     The name of the limited liability company is CSGP General, LLC.


                                   ARTICLE TWO

     The period of  duration  of the  Company  shall be  perpetual  or until the
termination of the Company in accordance with regulations of the Company.


                                  ARTICLE THREE

     The purpose for which the Company is  organized is the  transaction  of any
and all lawful business for which limited  liability  companies may be organized
under the Texas Limited Liability Company Act.


                                  ARTICLE FOUR

     The  registered  agent  of the  limited  liability  company  shall  be:  CT
Corporation  System and the address of its registered  office in the State shall
be: c/o CT Corporation  System,  1021 Main Street,  Suite 1150,  Houston,  Texas
77002.

                                  ARTICLE FIVE

     The  limited  liability  company  will  not have  manager(s).  The name and
address of the initial member is as follows:

                  Name                              Address

         Cinergy Solutions, Inc.                 139 East 4th Street
                                                 Cincinnati, Ohio 45202


                                   ARTICLE SIX

     The name and address of the organizer is as follows:

                  Name                             Address

              Cecilia Temple                    139 East Fourth Street
                                                Cincinnati, OH 45202


     IN WITNESS WHEREOF, I have hereunto set my hand this 5th day April 2001.



                                                     /s/ Cecilia Temple
                                                     ------------------
                                                     Cecilia Temple
                                                     Sole Organizer
EX-99 43 b-343.htm CERT OF LP CSGP SERVICES, LP CSGP Services LP 
                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                               CSGP Services, L.P.


     The  undersigned,  desiring to form a limited  partnership  pursuant to the
Delaware Revised Uniform Limited  Partnership Act, 6 Delaware Code,  Chapter 17,
does hereby certify as follows:

     I.   The name of the limited partnership is CSGP Services, L.P.

     II.  The  address  of the  Partnership's  registered  office  shall be: The
          Corporation Trust Company, 1209 Orange Street,  Wilmington,  County of
          New Castle,  Delaware. The name of the Partnership's  registered agent
          for service of process shall be: The Corporation  Trust Company,  1209
          Orange Street, Wilmington, New Castle County, Delaware.

     III. The name and mailing address of the general partner is as follows:

                  NAME                  ADDRESS

         CSGP General, LLC          139 East 4th Street
                                    Cincinnati, Ohio 45202

IN WITNESS  WHEREOF,  the undersigned  has executed this  Certificate of Limited
Partnership of CSGP Services, L.P., as of April 6, 2001.


                                     CSGP GENERAL, LLC
                                     (Its General Partner)


                                     By: /s/ Jerome A. Vennemann
                                         ------------------------
                                            Authorized Officer
EX-99 44 b-345.htm CERT OF FORM DELTA TOWNSHIP UTILITIES, LLC CoF Delta Township Utilities 
                            CERTIFICATE OF FORMATION

                                       OF

                          Delta Township Utilities, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                          Delta Township Utilities, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights,  which a limited  liability company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 5th day of July 2001.





                                                             /s/  Cecilia Temple
                                                                  Cecilia Temple
                                                                  Sole Organizer
EX-99 45 b-347.htm CERT OF FORM TRIGEN-CINERGY SOLUTIONS SAN DIEGO CoF Trigen-Cinergy Solutions of San Diego 
                            CERTIFICATE OF FORMATION

                                       OF

                    Trigen-Cinergy Solutions of San Diego LLC

     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as an organizer of a limited liability company under the Delaware Limited
Liability Company Act (as the same may be amended from time to time, the "Act"),
adopts,  pursuant to Section  18-201 of the Act, the  following  Certificate  of
Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                    Trigen-Cinergy Solutions of San Diego LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company,  Corporation Trust Center,  1209 Orange Street,  Wilmington,  New
Castle County,  Delaware  19801, or such other location as the members by mutual
consent shall determine.  The initial  registered agent of the Company shall be:
The Corporation  Trust Company,  Corporation  Trust Center,  1209 Orange Street,
Wilmington,  New Castle County,  Delaware  19801,  or such other location as the
members by mutual consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
the Operating Agreement (defined in Article VI).

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights,  which a limited  liability company
may exercise legally pursuant to the Act. ARTICLE V

                                   AMENDMENTS

     The Company  reserves the right to amend its  Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

                                   ARTICLE VI

                         ADOPTION OF OPERATING AGREEMENT

     The  initial  Limited  Liability  Company  Agreement  of the  Company  (the
"Operating  Agreement") shall be adopted by its members. The Operating Agreement
may contain any  provisions  for the regulation and management of the affairs of
the Company not inconsistent with law or this Certificate of Formation.

     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 18th day of November, 1999.



                                                            /s/ Leonard M. Saari
                                                            --------------------
                                                             Leonard M. Saari
                                                             Authorized Person
EX-99 46 b-349.htm CERT OF FORM TRIGEN-CINERGY SOLUTIONS OF S.E. Trigen-Cinergy Solutions of S.E. 
                            CERTIFICATE OF FORMATION

                                       OF

                  TRIGEN-CINERGY SOLUTIONS OF THE SOUTHEAST LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as organizer of a limited  liability  company under the Delaware  Limited
Liability Company Act (as the same may be amended from time to time, the "Act"),
adopts,  pursuant to Section  18-201 of the Act, the  following  Certificate  of
Formation for such limited liability company (the "Company"):

                                    ARTICLE I
                                    ---------

                                      NAME
                                      ----

     The name of the Company shall be: Trigen-Cinergy Solutions of the Southeast
LLC.

                                   ARTICLE II
                                   ----------

                       REGISTERED OFFICE, REGISTERED AGENT
                       -----------------------------------

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company,  Corporation Trust Center,  1209 Orange Street,  Wilmington,  New
Castle County,  Delaware  19801, or such other location as the members by mutual
consent shall determine.  The initial  registered agent of the Company shall be:
c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington,  New Castle County,  Delaware  19801,  or such other location as the
members by mutual consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III
                                   -----------

                               PERIOD OF DURATION
                               ------------------

     The Company shall exist until dissolved according to law or by the terms of
the Operating Agreement (defined in Article VI).

                                   ARTICLE IV
                                   ----------

                                     POWERS
                                     ------

     Except as restricted by this  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights  which a limited  liability  company
may exercise legally pursuant to the Act.

                                    ARTICLE V
                                    ---------

                                   AMENDMENTS
                                   ----------

     The Company  reserves the right to amend its  Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.

                                   ARTICLE VI
                                   ----------

                         ADOPTION OF OPERATING AGREEMENT
                         -------------------------------

     The  initial  Limited  Liability  Company  Agreement  of the  Company  (the
"Operating  Agreement") shall be adopted by its members. The Operating Agreement
may contain any  provisions  for the regulation and management of the affairs of
the Company not inconsistent with law or this Certificate of Formation.

     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 19th day of November, 1999.



                                        ---------------------------
                                             Vincent J. Farago
                                             Authorized Person
EX-99 47 b-351.htm ART OF ORGAN ENVIRONMENTAL WOOD SUPPLY Environmental Wood Supply 
                            ARTICLES OF ORGANIZATION
                                       OF
                         ENVIRONMENTAL WOOD SUPPLY, LLC
                           A LIMITED LIABILITY COMPANY


     The undersigned organizer, being a natural person 18 years of age or older,
in order to form a limited liability company under Minnesota  Statutes,  Chapter
322B, hereby adopts the following Articles of Organization:

                                    ARTICLE I

     The name of this Company is Environmental Wood Supply, LLC.

                                   ARTICLE II

     The registered office of the Company is located at 444 Cedar Street,  Suite
1020, Saint Paul, Minnesota 55101.

                                   ARTICLE III

     The name and address of the organizer of this Company is as follows:

          NAME                                        ADDRESS
          ----                                        -------

          William M. Mahlum                  444 Cedar Street, Suite 1020
                                             St. Paul, Minnesota  55101

                                   ARTICLE IV

     Unless  dissolved  earlier  according  to law,  this  Company  shall  exist
perpetually  from and after the date these  Articles of  Organization  are filed
with the Minnesota Secretary of State.

                                    ARTICLE V

     Upon the  occurrence  of an event under  Section  322B.80,  subdivision  1,
clause (5), that terminates the continued  membership of a Member in the Company
and providing that the Company is left with at least two remaining  Members or a
new Member is admitted as provided in Section  322B.11,  the  remaining  Members
shall  have the  power to avoid  dissolution  by  giving  dissolution  avoidance
consent. The Members of the Company shall not, unless permitted by law, have any
right,  power  or  authority  to enter  into an  Agreement  to Give  Dissolution
Avoidance Consent, or to give such consent, prior to any event of dissolution.

                                   ARTICLE VI

     The  Members of the  Company  shall have the power to enter into a business
continuation agreement.

                                   ARTICLE VII

     The  Company  shall  have  general  business  purposes  and  enjoy  all the
privileges permitted by law.

                                  ARTICLE VIII

     No Member of this Company shall have cumulative voting rights.

                                   ARTICLE IX

     The Membership interests may be in separate classes.

                                    ARTICLE X

     Members of this Company shall have preemptive rights as provided in Section
322B.33.

                                   ARTICLE XI

     Any action  required or  permitted  to be taken at a meeting of the Members
may Be taken by written action signed by all of the Members of this Company.

                                   ARTICLE XII

     The first  Governors of this  Company are the  following  individuals,  who
shall serve until their respective successors are elected and qualified:

                                 John D. Taylor
                                 Steve Harkness

                                  ARTICLE XIII

     Any action  required or  permitted to be taken at a meeting of the Board of
Governors  of this  Company not needing  approval by the Members may be taken by
written  action signed by the number of Governors that would be required to take
such action at a meeting of the Board of  Governors at which all  Governors  are
present.

                                   ARTICLE XIV

     No Governor of this Company  shall be  personally  liable to the Company or
its Members for monetary  damages for breach of fiduciary  duty by such Governor
as a Governor;  provided,  however,  that this  Article  shall not  eliminate or
limited the liability of a Governor to the extent provided by applicable law (i)
for any breach of the Governor's  duty of loyalty to the Company or its Members,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (iii) under Sections 322B.56 or 80A.23
of the  Minnesota  Statutes,  (iv) for any  transaction  from which the Governor
derived an improper  personal  benefit or (v) for any act or omission  occurring
prior to the effective  date of this Article.  No amendment to or repeal of this
Article shall apply to or have any effect on the liability or alleged  liability
of any  Governor of the Company for or with  respect to any acts or omissions of
such Governor occurring prior to such amendment or repeal.

     IN WITNESS WHEREOF, I have hereunto set my hand this 7TH day of August,
                                                          ----
2000.


                                             /s/ William M. Mahlum
                                             ---------------------
                                             Organizer
EX-99 48 b-353.htm ART OF ORGAN ST. PAUL COGENERATION St. Paul Cogeneration 
                            ARTICLES OF ORGANIZATION
                                       OF
                           ST. PAUL COGENERATION, LLC
                           A LIMITED LIABILITY COMPANY


     The undersigned organizer, being a natural person 18 years of age or older,
in order to form a limited liability company under Minnesota  Statutes,  Chapter
322B, hereby adopts the following Articles of Organization:

                                    ARTICLE I

     The name of this Company is St. Paul Cogeneration, LLC.

                                   ARTICLE II

     The registered office of the Company is located at 444 Cedar Street,  Suite
1020, Saint Paul, Minnesota 55101.

                                   ARTICLE III

     The name and address of the organizer of this Company is as follows:

   NAME                                        ADDRESS
   ----                                        -------

   William M. Mahlum                  444 Cedar Street, Suite 1020
                                      St. Paul, Minnesota  55101

                                   ARTICLE IV

     Unless  dissolved  earlier  according  to law,  this  Company  shall  exist
perpetually  from and after the date these  Articles of  Organization  are filed
with the Minnesota Secretary of State.

                                    ARTICLE V

     Upon the  occurrence  of an event under  Section  322B.80,  subdivision  1,
clause (5), that terminates the continued  membership of a Member in the Company
and providing that the Company is left with at least two remaining  Members or a
new Member is admitted as provided in Section  322B.11,  the  remaining  Members
shall  have the  power to avoid  dissolution  by  giving  dissolution  avoidance
consent. The Members of the Company shall not, unless permitted by law, have any
right,  power  or  authority  to enter  into an  Agreement  to Give  Dissolution
Avoidance Consent, or to give such consent, prior to any event of dissolution.

                                   ARTICLE VI

     The  Members of the  Company  shall have the power to enter into a business
continuation agreement.

                                   ARTICLE VII

     The  Company  shall  have  general  business  purposes  and  enjoy  all the
privileges permitted by law.

                                  ARTICLE VIII

     No Member of this Company shall have cumulative voting rights.

                                   ARTICLE IX

     The Membership interests may be in separate classes.

                                    ARTICLE X

     Members of this Company shall have preemptive rights as provided in Section
322B.33.

                                   ARTICLE XI

     Any action  required or  permitted  to be taken at a meeting of the Members
may Be taken by written action signed by all of the Members of this Company.

                                   ARTICLE XII

     The first  Governors of this  Company are the  following  individuals,  who
shall serve until their respective successors are elected and qualified:

                               Robert D. Lowe Sr.
                               Goran Mornhed

                                  ARTICLE XIII

     Any action  required or  permitted to be taken at a meeting of the Board of
Governors  of this  Company not needing  approval by the Members may be taken by
written  action signed by the number of Governors that would be required to take
such action at a meeting of the Board of  Governors at which all  Governors  are
present.

                                   ARTICLE XIV

     No Governor of this Company  shall be  personally  liable to the Company or
its Members for monetary  damages for breach of fiduciary  duty by such Governor
as a Governor;  provided,  however,  that this  Article  shall not  eliminate or
limited the liability of a Governor to the extent provided by applicable law (i)
for any breach of the Governor's  duty of loyalty to the Company or its Members,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (iii) under Sections 322B.56 or 80A.23
of the  Minnesota  Statutes,  (iv) for any  transaction  from which the Governor
derived an improper  personal  benefit or (v) for any act or omission  occurring
prior to the effective  date of this Article.  No amendment to or repeal of this
Article shall apply to or have any effect on the liability or alleged  liability
of any  Governor of the Company for or with  respect to any acts or omissions of
such Governor occurring prior to such amendment or repeal.

     IN WITNESS WHEREOF, I have hereunto set my hand this 18TH day of December,
                                                          ----
1998.



                                                   /s/ William M. Mahlum
                                                   Organizer
EX-99 49 b-355.htm CERT OF INCORP CGP GLOBAL GREECE HOLDINGS, SA Cert of Incorp CGP Global Greece Holdings 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                  CGP Global Greece Holdings SA ("the Company")

The  undersigned,  Elaine  Hackett,  Solicitor  of England and Wales,  acting on
behalf of Cinergy Corp., declares that the following information relating to the
Company is true and accurate:

1.   The Company is a private company with limited liability  (Societe Anonyme),
     organised  under the laws of  Greece,  having its  registered  office at 94
     Kifissias Street,  Athens, Greece and having its offices at the same place,
     and being  registered  in the trade  register of the Chamber of Commerce in
     Athens, under number 49652/01/A/011/480.

2.   According to the  registration of the  aforementioned  Chamber of Commerce,
     the  Articles of  Association  of the Company  were  amended  pursuant to a
     resolution  of its  shareholders  dated 19 November  2001.  The Articles of
     Association have not been amended since.

3.   According to the Articles of  Association of the Company the objects of the
     Company are the  acquisition  and sale of holding  rights in  domestic  and
     foreign companies of any legal form and engaged in any kind of activity.

4.   The Company can participate in, co-ordinate,  finance and manage all or any
     part of the operations of any such company or undertaking.

5.   According to the  registration of the  aforementioned  Chamber of Commerce,
     the directors of the Company are:

     -    Mr John  Bryant,  of British  nationality,  residing  at 105 Home Park
          Road, Wimbledon SW19 7HT, United Kingdom;
     -    Mr David Lee Wozny, of American  nationality,  residing at 5154 Senour
          Drive West Chester, 45069 Ohio, United States of America;
     -    Mr  Gerasimos   Antonios  Petros  Michael   Contomichalos,   of  Greek
          nationality, residing at Solonos Street, Attikis 54, Athens, Greece.

Signed in London, England on 9 April 2002
EX-99 50 b-356.htm ART OF ASSOC CGP GLOBAL GREECE HOLDINGS, SA AoA CGP Greece 
NUMBER: 30160
ARTICLES OF ASSOCIATION OF A COMPANY (SOCIETE ANONYME)
IN ACCORDANCE WITH CODIFIED LAW 2190/1920.
CAPITAL DRS 20.445.000 (Euro 60.000)

In the city of Athens, this Tuesday,  the thirty first (31st) day of July in the
year  two  thousand  one  (2001)  and and in and in my  Notarial  Office,  at 5,
Iraklitou  str.,  before  me,  the Notary  Public  and  resident  in and for the
district of Athens, Dionyssia Papa-Kosmopoulou,  having registered office in the
city of  Athens,  the  following  known to me and not  challengeable  by the law
person:

(1)  Ioannis  Christodoulou,  son of Dimos and  Maria,  auditor  born in Asgata,
Cyprus, the year 1954 residing in Papagou, Attiki (27,Reppa str.), holder of the
no: 304.815/2000 Identity Card, issued by the Foreigners' Office of Pallini, who
is a Cypriot national, and
(2) Dimitrios Simitzis son of Ioannis and Parthenopis, economist born in Larisa,
Larisa, the year 1958 residing in Ilioupolis,  Attiki (15, Fidiou str.),  holder
of the no: I 194837/1974  Identity  Card,  issued by the H Police  Department of
Athens, of a Greek nationality,

who in the present case act jointly:

(A) On behalf of and as proxies and legal  representatives  of the company  with
the  company  name  "Cinergy  Global  Power  Inc.",  which is  incorporated  and
operating  under the Laws of the State Delaware of the United States of America,
and  has  its  registered  office  in  Delaware  of  USA  (1209  Orange  Street,
Wilmington,  County of New Castle,  Delaware),  by virtue of the as from 10 July
2001 delegated Power of Attorney issued by the initially authorized attorneys of
this Company,  Christopher  Pieris Vanezis and Elaine Hackett,  which was signed
before the Notary Public in the City of London J.M.G. Fea.

The Power of Attorney mentioned above was granted to the contracting  parties by
the aforesaid initial attorneys, namely:

(a) Christopher Pieris Vanezis, son of Pieris Pavlos and Doreen Anne Mary and

(b) Elaine Hackett,  daughter of James Charles Levi and Margaret, by virtue of a
special  order  granted to them by the legal  representative  (Manager)  of this
Company David L. Wozny, by virtue of the as from 28 June 2001 Power of Attorney,
that was signed before Candace S. Erisen, a Notary Public in the state of Ohio.

(B) On behalf of and as proxies and legal  representatives  of the company  with
the company name "Cinergy  Global  Holdings  Inc.",  which is  incorporated  and
operating  under the Laws of the State Delaware of the United States of America,
and  has  its  registered  office  in  Delaware  of  USA  (1209  Orange  Street,
Wilmington,  County of New Castle,  Delaware),  by virtue of the as from 10 July
2001 delegated Power of Attorney issued by the initially authorized attorneys of
this Company,  Christopher  Pieris Vanezis and Elaine Hackett,  which was signed
before the aforesaid Notary Public J.M.G. Fea.

The Power of Attorney mentioned above was granted to the contracting  parties by
the aforesaid initial attorneys, namely:

(a) Christopher Pieris Vanezis, son of Pieris Pavlos and Doreen Anne Mary and

(b) Elaine Hackett, daughter of James Charles Levi and Margaret, by virtue of a special order granted to them
by the legal representative  (Manager) of this Company David L. Wozny, by virtue
of the as from 28 June 2001 Power of Attorney, that was signed before Candace S.
Erisen,  a Notary Public in the state of Ohio. The aforesaid  Powers of Attorney
(initial and  subsequent),  which  -according to the binding  declaration of the
assignee - have not been  revoked to date are duly  apostilled  according to the
Hague Convention of 5 June 1961 and attached hereto in certified copies from the
original and in translation in the Greek language by Artemissia Karathanassi The
persons who appeared,  acting in their capacity  mentioned above, state that the
Companies they represent, namely:

(a)  The company with the company name "Cinergy Global Power Inc" and

(b)  The company with the company name  "Cinergy  Global  Holdings  Inc" between
     themselves and by this contract establish a Societe Anonyme,  in accordance
     with provisions of C.L. 2190/1920,  as has been amended and is presently in
     force, the Articles of Association of which have as follows:

                                    CHAPTER A
          Establishment - Name - Registered Office - Object - Duration
                                    ARTICLE 1

The name of the Company is "CGP Global  Greece  Holdings  Societe  Anonyme"  and
under  the  trademark  "CGP  S.A" For  transactions/relations  (of the  Company)
abroad,  the  Company's  name will be rendered as "CGP  Global  Greece  Holdings
Societe Anonyme" and the trademark as "CGP S.A"..

                                    ARTICLE 2

1. The objective of the Company is the following:

a)   The  acquisition  and  sale of  holding  rights  in  domestic  and  foreign
     companies of any legal form and engaged in any kind of activity,

b)   The  participation  as founder  partner and  shareholder  in  domestic  and
     foreign companies of any legal form and engaged in any kind of activity,

c)   The  total  or  partial  financing  of all  or  any  of the  aforementioned
     activities,  the provision of specialised  services and activities  related
     with the above activities

d)   The execution of same or similar activities to the ones mentioned under the
     above objectives,  either directly by the Company or through its subsidiary
     companies

2. For the fulfilment of the aforementioned objectives the Company may:

a)   Lend,  borrow and find funds,  including the issuance of securities and any
     other title  incorporating a debt and the provision of guaranties,  as well
     as conclude contracts with regard to the aforesaid.

b)   To provide  guaranties  in favour of  companies  and  enterprises  or joint
     ventures in general,  in which the  Company  participates  or with which it
     co-operates in any way, to bind the Company and mortgage or put a pledge on
     its   property,   in   order  to   secure   liabilities   of  the   related
     companies/enterprises  or form a Group,  and on  behalf  of third  parties,
     individuals or legal entities.

c)   To develop and trade  trademarks,  licenses,  know-how  and other rights of
     intellectual or commercial property.

3.  Participation  in other  enterprises:  In order to fulfil  its  object,  the
Company is entitled to:

a)   Participate in any enterprise of any legal type, having the same or similar
     object of any legal form

b)   Co-operate in any way with any physical person or legal entity

c)   Establish branches or agencies and representations in any place and

d)   Represent any domestic or foreign company having the same or similar object
     of activity

e)   To complete any other activity, directly or indirectly serving its object.

                                    ARTICLE 3

The  Company's  registered  address  is the  municipality  of Athens  (Kifissias
Avenue, no 94). By resolution of the Board of Directors branches or agencies, as
well as  representation  offices or other  offices  etc, may be  established  in
Greece or abroad.  The special  establishment,  foundation  and operation  terms
shall be each time determined by the Board of Directors.

                                    ARTICLE 4

The company's  duration,  which commences as of the  registration in the Societe
Anonymes  Registry by the  competent  supervising  authorities'  of the decision
approving  the  establishment  of  the  present  Company  and  its  Articles  of
Association, is determined for fifty (50) years and expires on the corresponding
date of the year two thousand and fifty one hundred (2051).  The duration of the
Company  may be extended  or  abbreviated  by  resolution  of the  Shareholders'
General Assembly and amendment of this article.

                                   CHAPTER II
                             Share Capital - Shares
                                    ARTICLE 5

The share capital of the Company is  determined to the amount of twenty  million
four  hundred  forty-five  thousand  (20.445.000)  drachmas  or  sixty  thousand
(60.000) Euro and is divided into six thousand  (6.000)  registered  shares of a
nominal  value  of Drs  three  thousand  four  hundred  seven  and 0,5  drachmas
(3.407,5)  or ten euros (10) each.  The share  capital  of the  Company  will be
covered in whole in cash and is payable  according to the  provisions of article
41 of this deed.

                                    ARTICLE 6

1.   With the  reservation  of the provisions of par 3 of this article the Board
     of Directors is entitled, during the first five years as from the company's
     establishment, by resolution, taken at least by the two thirds (2/3) of its
     members to:

a)   increase the share capital,  partially or in whole, by issue of new shares,
     for an amount which can not exceed the initial share capital, and

b)   issue a bond loan,  with  bonds  convertible  to shares,  for an amount not
     exceeding the one half (1/2) of the paid up share capital.

     In this case, the provisions of par 2 and 3 of art 3a of C.L.  2190/1920,as
     in force, apply.

     The said powers can be assigned to the Board of Directors by  resolution of
     the General  Assembly,  which is subject to the publication  formalities of
     art 7b of C.L. 2190/1920, as presently in force.
     In this case, the amount of the capital's increase cannot exceed the amount
     of the  capital  paid up at the date this  power was  granted  to the Board
     while the amount of the bond loan,  cannot exceed the one half (1/2) of the
     paid up capital at that date.
     The said  powers of the Board of  Directors,  may be renewed by the General
     Assembly for a period of time not  exceeding  the five years period of time
     for each renewal.
     The  respective  resolutions  come  into  force  after  the  expiry of each
     five-year  period,  while the resolution of the General Assembly is subject
     to the publication  formalities of art 7b of C.L 2190/1920, as presently in
     force.
2.   With the  reservation  of par 3 of this  article,  the General  Assembly is
     entitled,  during the period of the first five years as from the  Company's
     establishment,  by resolution  taken in accordance  with the  provisions of
     art.29 par. 1 and 2 and art. 31 par.1 of  C.L.2190/1920,  as  presently  in
     force,  to increase  partially  or in whole,  by issue of new  shares,  the
     initially paid up capital five times as much.
3.   In exception of the provisions  contained in the previous paragraphs and if
     the  company's  reserves  exceed the one fourth  (1/4) of the paid up share
     capital,  the General  Assembly's  resolution is always required,  and such
     resolution is taken in accordance  with the provisions of art. 29 par.3 and
4    and art 31 par 2 of C.L. 2190/1920, as in force presently, and amendment of
     the  article  of this  deed  which  refers to the  share  capital.  4. Such
     capital's increases, which are decided upon in accordance with paragraphs 1
     and 2 of this  article,  do not  constitute an amendment of the Articles of
     Association.
5.   Furthermore, the competence of the Board of Directors to increase the share
     capital,  pursuant to art 1 of this  article,  may be exercised in parallel
     with  that of the  General  Assembly,  in  accordance  with  par.2  of this
     article.
6.   Within the first two months  from the  establishment  of the Company and in
     every case of share  capital  increase  within one month from the expiry of
     the deadline for its  payment,  the Board of Directors  must hold a special
     meeting with sole issue of the agenda the  certification  of the payment of
     the share capital by the Shareholders.  Within twenty (20) days as from the
     expiry of the time  limit  mentioned  above the  President  of the Board of
     Directors  must submit to the competent  supervising  authorities a copy of
     the  relevant  minutes of the meeting of the Board of  Directors,  which is
     subject  to the  publication  formalities  of art 7b of C.L  2190/1920,  as
     presently in force
7.   The resolution of the Company's competent instrument,  which decides on the
     increase of the capital must at least determine the details of the issuance
     of the new shares,  the time and method of the new capital's  payment,  the
     nominal value of the shares and the rest terms of the increase.
8.   The issue of the new shares cannot be below par. In the case of issuance of
     shares  above par shall,  the balance  between  the  nominal  value and the
     issuance value is transferred to a special  reserve  account created by the
     issuance of shares above par shall, which cannot in any case be distributed
     as dividend or percentage.

                                    ARTICLE 7

The shares of the Company  are  registered  and not  binding,  according  to the
meaning of article 10 of the present  deed,  and they may be converted to bearer
shares  by  resolution  of the  Shareholders'  General  Assembly,  provided  the
provisions of art 29 par 1 and 31 par 1 of  L.2190/1920,  relating to the quorum
and majority are met, and by a subsequent amendment of this article.

                                    ARTICLE 8

(1) The share titles of the Company are  detached  from a dublicate  book,  they
bear date and number as well as the registration  number of the Company with the
Registry of Societe  Anonymes of the  competent  administrative  authority,  the
Company's  seal  and  the  signatures  of two  members  of the  Board,  who  are
determined by the Board of Directors.

(2) The shares' titles shall further  include the first name and the family name
of their holders as well as the rest holders' data required by law.

Each title shall include the  procedure to be followed,  according to articles 9
and 10 of the present deed, in the case of transfer of any title.

(3) The type of the titles shall be determined  by the Board of Directors.  Each
title may include more than one (1) shares,  according to the resolutions of the
board of Directors.

(4) By  resolution  of the Board of  Directors  and until  the  issuance  of the
permanent  titles,  temporary  titles may be issued,  which will be subsequently
replaced by the permanent ones.

(5) The shares and the  respective  deriving  rights are  undivided.  In case of
co-ownership of more holders in one (1) share, the holders must appoint a common
representative with regard to their relations with the Company.

(6) The company is entitled to recognise  only one holder of each share.  In the
case  where the  holders  of a share or of more  shares do not  appoint a common
representative, such share or shares are not represented in the relations of the
co-owners with the Company.

                                    ARTICLE 9

The transfer of  registered  shares is effected by  registration  in the special
book of the Company,  which is dated and signed by the  transferors  or acquirer
shareholders or their authorised attorneys.

After  each  transfer  a new title is  issued or a note is made on the  existing
title that a transfer has been  effected as well as the full name,  the address,
the profession and the nationality of the transferor and the acquirer.

The aforementioned  data are also registered in the aforementioned  Special Book
which is  maintained  by the  Company.  The Company  considers  as holder of the
respective shares the person mentioned in the said Book.

                                   ARTICLE 10

1.   Each shareholder is not entitled to sell or transfer  registered  shares at
     any price to any  third  price  before  he  offers  them to the rest of the
     shareholders at the same price and under the same conditions.

2.   In case a shareholder wishes to sell or transfer his shares, he must notify
     in  writing  the  Chairman  of the Board of  Directors  about the number of
     shares he wishes to sell, their  registration  number,  their price and the
     other  terms  with  regard to their  sale.  The  Chairman  must  notify the
     announcement to the rest of the shareholders within ten (10) days from said
     announcement.

3.   The other  shareholders  are  entitled  to purchase  the offered  shares in
     proportion to their  participation  to the share  capital.  The rest of the
     same  shareholders  are  entitled  to  purchase  shares,  which  have  been
     purchased by others,  in  proportion  to their  participation  to the share
     capital. The exercise of this right must be notified to the Chairman of the
     Board of Directors in writing  within the time limit set by him,  which can
     not be less than  twenty  (20) days or more than  thirty (30) days from the
     date of said notification.

4.   In case the  shareholders do not wish to purchase the offered shares by the
     aforementioned members, these shares may be freely disposed.

5.   Every  application  for the  registration of the transfer of shares must be
     accompanied by a special  declaration of the applicant,  in which the price
     paid and the rest of the acquisition terms are stated therein.

                                   ARTICLE 11

Ownership of a share title results ipso jure in the  acceptance of the Company's
Articles of  Association  and decisions  taken,  in accordance  with the law, by
either the Board of Directors or other Company's Bodies.

                                   ARTICLE 12

1.   The  shareholders  are entitled to participate in the Company's net profits
     in proportion to the number of shares they own and are further  entitled to
     exercise this right in  accordance  with the  provisions of the law,  these
     Articles of Association and the Company's lawful resolutions.

2.   The  shareholders'  liability  is  limited  to the  nominal  value of their
     shares.

3.   In  the  event  of  share  capital  increase,  which  is  not  effected  by
     contributions  in kind,  as well as in the  event  of issue of bonds  which
     grant the right for their  conversion  to shares,  a  pre-emptive  right is
     granted for the total  amount of the new capital and for this bond loan for
     the benefit of those who are shareholders of the Company at the time of the
     issue of the new  shares  or of the bond  loan and in  proportion  to their
     participation percentage in the existing share capital.

     Following the expiry of the time limit set by the Company's  competent body
     deciding on the increase,  for the exercise of the above pre-emptive right,
     which  (time-limit)  cannot be less than one (1)  month,  the  shares,  not
     undertaken by the old  shareholders,  are freely  disposed by the Company's
     Board of  Directors  in a price  that is not lower  than the price at which
     they were offered to the shareholders.

     Should the  Company  body  deciding  the  increase in the  Company's  share
     capital  have  failed  to set  the  time  limit  for  the  exercise  of the
     pre-emptive right, then such a time limit or the extension  thereof,  shall
     be  determined  by a  decision  of the Board of  Directors  within the time
     limits stipulated in article 11 of C.L. 2190/1920, as applicable.

     The invitation for the exercise of the pre-emptive right,  wherein the time
     limit  within which such right must be  exercised  must also be stated,  is
     published in the Government  Gazette (Societe Anonyme and Limited Liability
     Companies Bulletin).

     The  aforementioned  invitation  and the time limit for the exercise of the
     pre-emptive right may be omitted,  if in the General Assembly  resolving on
     the above shareholders  representing the total share capital of the Company
     were present and  informed of the specific  time limit set for the exercise
     of said  right or have  declared  their  decision  to  exercise  or not the
     pre-emptive right.

     Exceptionally,  should  all  shares  of  the  Company  be  registered,  the
     publication  of  the  invitation  may be  replaced  by  registered  letters
     "receipt requested", which will be sent to all shareholders. Subject to the
     limitations  provided  for in par 6 and 7 of  article 13 of  L.2190/20,  as
     presently  in force,  said  preference  right  may  either  be  limited  or
     abolished by resolution of the General Assembly.

4.   It is prohibited to the Company to acquire its own shares as well as shares
     of subsidiary companies as pledge to secure loans granted by the Company or
     to secure other claims. The companies which are subsidiaries in the meaning
     of C.L.  2190/20,  as in force,  are not  entitled  to invest part of their
     share  capital  in shares of the parent  company.

5.   The Company  may not  acquire its own shares,  either from itself or from a
     person acting in his name but on its account.

     The prohibition of the previous paragraph shall not apply in the case of:

     (a)  Acquisitions  made in view of a reduction  of capital,  decided by the
          General  Meeting  of  Shareholders  in  accordance  with the  relevant
          provisions of the Articles of Association.

     (b)  Acquisitions following a universal transfer of property.

     (c)  Acquisitions  of  shares,  which  have been paid off in full and which
          derive  from  compulsory  executions  effected  for the payment of the
          Company's claims.

     (d)  Acquisitions  made  gratuitously  provided  they have been paid off in
          full.


     (e)  Acquisitions made for the purpose of distribution of shares to Company
          personnel or to personnel of an affiliated  company,  according to the
          specific conditions and prerequisites  provided in case ot' of par.
          2 of article 16 of C.L.  2190/20,  as in force.  Shares acquired under
          case a' and  b' of the preceeding  paragraph,  must be cancelled
          immediately,  whereas  shares  acquired  under  c  and d of  the  same
          paragraph must be sold within the shortest time possible, which cannot
          exceed one year.  Should  this time limit  lapse,  the shares  must be
          cancelled immediately.

6.   The decision of the General Meeting of the Shareholders with respect to the
     capital's  reduction must, under the penalty of nullity,  state the purpose
     of the reduction  and the way the  reduction in question  shall be effected
     and it must also be accompanied by a certified  auditor's  report regarding
     the Company's ability to meet the shareholders' claims.

                                    CHAPTER C
                  Company's administration - Board of Directors
                                   ARTICLE 13

1.   The  Company is  managed by the Board of  Directors,  which  consists  of a
     minimum of three (3) and a maximum of seven (7) Members.

2.   The Board of Directors,  subject to the  reservation of articles 10 and 23a
     of C.L.  2190/20,  as in force,  represents and manages the Company and the
     Company's  assets,  resolves  on all  issues  related  to the  scope of its
     activities,  except  on those  that in  accordance  with the law and  these
     Articles of Association fall within the exclusive competence of the General
     Assembly, or a decision thereon is already lawfully taken.

3.   Specifically, an indicative and not limited list of the Board of Directors'
     competence, within the Company's objects, follows:

     a)   Represents  the  Company  before  any third  party,  any Court and any
          competent  Public,  Administrative,   Municipal  or  other  Authority,
          appoints proxies,  attorneys-at-law and legal advisors, appears before
          any Court of any degree and jurisdiction, having all the capacities of
          a litigant party, entrusts the taking of oath to one of its members or
          manager or employee,  appoints arbitrators,  exercises or waives legal
          remedies or injunction measures,  proceeds with compulsory executions,
          files  bankruptcy  petitions and charges and  challenges  documents as
          forged or invalid and nullifies trials.

     b)   Manages, invests and exploits the Company's assets, purchases,  sells,
          registers  mortgages,  pledges,  executes in rem,  real or in personae
          usufruct, leases, hires, exchanges movable items or real estate, takes
          security or other measures for the company's assets, issues,  accepts,
          guarantees or assigns bills of exchange or other securities,  collects
          the Company's debts,  grants any kind of guarantees or avails in favor
          of third  parties and, if this is deemed  beneficial  to the company's
          scope of activity, makes or accepts consignments, concludes or accepts
          loans or letters of credit or bank advances or others with any kind of
          security,  requires the issue of letters of  guarantee  and in general
          concludes any  contractual or commercial  agreements,  legal action or
          transaction.

     c)   Decides for the Company's participation in other companies or business
          units with similar activities.

     d)   Manages  and  organizes  the  Company  and its  activities,  concludes
          contracts  of  factoring or  representation  with  foreign  companies,
          resolves on the incorporation,  operation,  termination of branches of
          the Company, appoints and revokes Directors,  agents,  representatives
          and  the  Company's  personnel,  determines  their  duties  and  their
          remuneration,  calls the  shareholder's  General  Assembly in session,
          ordinary or  extraordinary,  and  determines  the  General  Assembly's
          agenda.

     e)   Closes the Company's  books and  accounts,  prepares the Balance Sheet
          and annual  financial  statements,  the  Appendix  and the  Management
          Report of the Board of  Directors,  suggests  the  depreciation  to be
          effected or the  investments of the Company's  assets,  the way of the
          profits'   distribution   or  the   amendments   of  the  Articles  of
          Association.

     f)   In general  carries out any action and resolves on any matter  related
          to the Company's activities and the management of its assets in Greece
          and abroad, even if it is not provided for in this article.

     g)   Resolves on the  participation of the Company in other  enterprises or
          Companies of any legal form.

4.   All acts of the Board of Directors,  even if not within the Company's scope
     of activities,  are binding on the Company  towards third parties unless it
     is proved  that same third party was aware or ought to have been aware that
     those acts were beyond the scope of the Company's objects.

     Compliance  with  publication  requirements  relating  to the  Articles  of
     Association and its
     amendments  as set by the  law is  not  conclusive  evidence  thereon.

     Any  limitation  of the  Board  of  Directors'  powers  set  either  by the
     Company's Articles of Association or the General Assembly is not conclusive
     upon third party acting bona fide,  even if publication  requirements  were
     complied with.

5.   All duties and other activities,  including the (Company's) representation,
     and the duties and rights of this article,  are exercised by all members of
     the Board  jointly,  but the Board may  delegate  wholly or partly or for a
     specific field or act by virtue of its resolution the  representation,  the
     actions,  the duties or its rights  -except for those which  require  joint
     action- to any of its members or to a third party,  determining at the same
     time the purpose of such delegation.

                                   ARTICLE 14

The General  Assembly  is entitled to elect Board  members who may or may not be
shareholders and in any case they may be re-elected.

                                   ARTICLE 15

1.   The  members of the Board of  Directors  are  elected by the  Shareholders'
     General Assembly for a five-year term of office which may be extended until
     the  Ordinary  General  Assembly,   which  approves  the  annual  financial
     statements of the fifth  accounting  period  following their election,  but
     which cannot exceed in total the period of six years.

2.   If due to death or resignation  or other reason a Board  member's  position
     becomes vacant, the remaining members,  if they are at least three, elect a
     temporary replacement for the remaining period of the term of office of the
     replaced  member.  Such  replacement  is  submitted  for  approval  to  the
     Shareholders'  General  Assembly  following the  election.  The acts of the
     Director  thus elected are deemed  valid,  even if his  appointment  is not
     ratified by the General Assembly.

3.   The Board of  Director  members  may  always be  re-elected  and are freely
     revocable.

                                   ARTICLE 16

1.   The Board of  Directors,  immediately  after its  election  by the  General
     Assembly,  convenes  and is  constituted  to a Body,  electing by roll call
     voting during its first meeting its President and its Vice-President.

2.   The  President of the Board of Directors  conducts its meetings and informs
     the Board on the Company's operation.

     In the absence or impediment  of the  President to attend a Board  meeting,
     the  Vice-President  replaces  him and if he is also absent or is unable to
     attend  the  meeting,  he is  replaced  by one of the  remaining  Directors
     appointed by the Board.

3.   The Board of  Directors  is  entitled to elect one or two of its members as
     Managing  Directors or  Authorised  Directors and to elect from its members
     substitute Managing Director or Authorised Director.

4.   The Managing Director's and the Authorised Director's  responsibilities are
     determined by resolution of the Board of Directors.

                                                  ARTICLE 17

1.   For issues,  specifically determined by the Board of Directors, the Board's
     powers may be exercised by the General Director,  his substitute or one (1)
     or more members of the Board of Directors or employees of the Company or by
     other persons that are neither members of the Board of Directors nor belong
     to the personnel of the Company.

2.   The  entrustment  of the rights of the Board of Directors in one (1) of the
     proxies  mentioned above, does not exclude the appointment of another proxy
     with the same or more limited  power,  neither does it deprive the Board of
     Directors  the right to also  exercise the rights  granted to it by the Law
     and the Articles of Association.

3.   The Board of  Directors  by its  resolution  determines  which and how many
     signatories are required for the undertaking of obligations by the Company.

                                   ARTICLE 18

The Board of Directors meets at the Company's  registered  office,  is called to
the meeting by its  President on a date and time  determined  by him,  regularly
once per calendar month and  extra-ordinarily,  when the President  considers it
necessary or if applied for by two Board members. In the event of convocation of
the Board of Directors by its Chairman,  respective  invitation must be notified
to its  members  at least two (2)  working  days  prior to the date of  meeting,
regular or extraordinary.

The invitation must also specify with clarity the items on the agenda, otherwise
the taking of valid  decisions  shall only be  permitted  if all  members of the
Board of Directors are present and none objects thereto.

The  convocation  of the Board of  Directors  may be requested by two (2) of its
members by means of an application to the Chairman, who is obliged to convoke it
within ten (10) days from the submission of the application.

In the event the President refuses to call the Board of Directors meeting within
the time limit set above or in case the President  calls it after the expiration
of the term,  the members  asking for it may within 5 days from the lapse of the
ten days period call the meeting themselves notifying the relevant invitation to
all other Board members.

In said application, all the issues of the agenda of the Board of Directors must
be mentioned with clarity, under the penalty of nullity.

The Board of Directors  may lawfully be called and meet in other places  besides
its  registered  office,  in Greece or abroad,  if all  members  are  present or
represented in the meeting and all of them agree to both the meeting so held and
the decision making authority.

                                   ARTICLE 19

1.   The Board of Directors  is in quorum and lawfully  meets when one half plus
     one of its members is present or represented, but in any case when at least
     three (3) members are present in person. The absent members are entitled to
     be  represented  by  another  member by virtue of an  authorisation  letter
     granted for one or several meetings.

     Each  present  member  may  represent  only  one  absent  member.  Member's
     representation by a non-member is not valid.

2.   The  resolutions  of the  Board of  Directors  are  taken  by the  absolute
     majority of the present and  represented  members,  with the reservation of
     art 6 par 1 of the Articles of Association.

     In case of equality of votes,  the casting vote of the  Chairman  shall not
     prevail.

3.   With regard to the  discussions  and  resolutions of the Board of Directors
     minutes are kept,  registered  in a special  book.  These are signed by the
     President and the members present in each meeting.

     In this book the opinions of those who disagree are also entered upon their
     request.

4.   No Director  may refuse to sign the minutes of the Meeting at which  he/she
     was present.

     In any case,  the non signing of the Minutes by one or more  Directors  who
     were present at the meeting, does not result in the nullity of the Board of
     Director's resolution legally taken.

5.   If due to any reason a Board member's position becomes vacant, the Board of
     Directors  legally  convenes and validly  decides,  provided the  remaining
     members are no less than three.

6.   Copies or extracts  from the Minutes  Book of the Board of  Directors,  are
     certified by the President or the  Vice-President of the Board of Directors
     or the Managing Director at the time when the copy or extract is issued.

7.   Copies of the Minutes of the Board of Directors  meetings,  for which exist
     an obligation for submission with the Company's Registry in accordance with
     article 7a of C.L.  2190/20,  are  submitted  to the  competent  Authority,
     within a  time-period  of twenty  (20)  days as of the Board of  Directors'
     meeting.

                                   ARTICLE 20

1.   The members of the Board of Directors can be indemnified  for each personal
     presentation in the meetings of the Board of Directors.

     The amount of this  indemnity  is  temporarily  determined  by the Board of
     Directors,  subject to its approval by a special resolution of the Ordinary
     General Assembly.

2.   Any other remuneration or indemnity of the Board of Directors'  members, is
     burdening  the company only in case it is approved by a special  resolution
     of the Ordinary  General  Assembly,  following a suggestion of the Board of
     Directors.

3.   It is  prohibited  to the  Members  of the  Board  and  in  general  to the
     Directors participating in any way in the Company's management,  as well as
     to its Managers to act, by  profession,  without the consent of the General
     Assembly  on their own behalf or on the  behalf of others,  deeds that fall
     within the scope of the company's  activities,  to  participate  as General
     Partners in General  Partnerships or to be administrators of companies that
     pursue similar activities.

4.   In the case of contravention  of the above provision,  the Company shall be
     entitled to indemnity, according to the provisions of article 23 par. 2 and
     3 of Codified Law 2190/20, as in force.

5.   Loans granted by the company to its founders, Members of the Board, General
     Managers  or  Managers,   their   relatives  up  to  the  third  degree  by
     consanguinity  or  by  marriage,  including  the  spouses  of  the  persons
     mentioned  above,  as  well as the  supply  of  credit  or  guarantee,  are
     prohibited and invalid.  Furthermore,  it is in general prohibited and such
     transactions  are invalid,  to the company to grant loans to third parties,
     or in any way supply  them  credit or  warranty  in order for the latter to
     acquire the company's shares.

6.   Any other  contracts  concluded by the company  with the persons  mentioned
     above, except those falling within the limits of day-to-day transactions of
     the company with its customers,  are invalid, if not previously approved by
     special resolution of the Shareholders' General Assembly.  Said approval is
     not granted, if shareholders that represent at least one third of the share
     capital  represented  in the  General  Assembly  opposed  to it.  The above
     prohibition  also applies to employment  contracts or assignment  contracts
     between the Company and the members of the Board of Directors.

7.   The  prohibition of par. 6 of this article is also effective in the case of
     granting of loans or supply of credit that are granted  from  subsidiaries,
     in the spirit of art 42e,  par. 5 of the  Codified  Law  2190/1920  or from
     General  Partnerships,  in which  the  Company  participates  as a  General
     Partner.

8.   Violation of the  provisions  of par. 3, 5, 6 and 7 of the present  article
     may result in the  penalties of article 58a of the Codified Law  2190/1920,
     as in force.

                                   ARTICLE 21

1.   The members of the Board of Directors  are  personally  liable  against the
     Company  only for  orders  entrusted  to them,  while  they do not bear any
     responsibility  against the  shareholders  or third persons for the general
     management and administration of the Company,  except in cases provided for
     by the Law.

2.   Each  member of the  Company's  Board of  Directors  is liable  against the
     Company for the management of the Company's affairs for every negligence.

     Said liability of the members of the Board of Directors ceases to exist, if
     it is  proven  that  they  have  managed  the  company's  affairs  with due
     diligence, as defined by law (diligence of a wise head of a family).

     This shall not apply to the Managing  Directors  who must  exercise  utmost
     diligence.

     Such  liability  does not exist for  actions  or  omissions  that have been
     undertaken by virtue of a lawful resolution of the General Assembly.

3.   The  civil  action  against  the  members  of the  Board of  Directors  for
     violation of Law or breach of Articles of Association or for abuse of their
     mandate,  is  hereby  filed,  with the  reservation  of the  provisions  of
     articles 22b of Codified Law 2190/1920 as is presently in force,  only when
     the Company is still  operating or during the stage of its  liquidation and
     only following a resolution taken by the Shareholders'  General Assembly or
     upon  request/application of shareholders  representing the one third (1/3)
     of the paid up share capital.

     The  minority's  application  is taken  into  consideration,  only if it is
     ascertained that the applicants have become shareholders at least three (3)
     months before filling the application. The above mentioned requirements are
     not  effective,  in case the damage is due to malice of the  members of the
     Board of Directors.

4.   Every member of the Board of Directors is obliged to keep absolute  secrecy
     on confidential  issues of the company which have come to his notice due to
     his capacity as Board member.

                                   CHAPTER IV
                              The General Assembly
                                   ARTICLE 22

1.   The  Shareholders'  General Assembly is the supreme body of the Company and
     is  entitled to resolve on any  Company's  matter,  its lawful  resolutions
     being binding on all shareholders, even those absent or dissenting.

2.   The General Assembly is the only competent Body to decide on the following:

     a.   On  any  amendment  of  the  Articles  of  Association.  As  such  are
          considered  capital increases or decreases with the exclusion of those
          mentioned in art 6 par 1 and 2 of the present and of those  imposed by
          mandatory law provisions.

     b.   On the  election  of  members  of the  Board of  Directors,  except as
          provided for in art 15 of the present.
     c.   On the approval of the annual financial statements.
     d.   On the distribution of the annual profits.
     e.   On the issue of a bond loan converted to shares
     f.   On the  extension  merger,  de-merger,  conversion,  re-establishment,
          extension of the duration or dissolution of the Company.
     g.   On the appointment of auditors.
     h.   On the appointment of liquidators.

                                   ARTICLE 23

1.   The  Shareholders'  General  Assembly is convened by the Board of Directors
     and shall be held  regularly  at the seat of the Company once a year always
     within  the first six (6) months  from the  expiration  of each  accounting
     year.

     The Board of Directors can convene the General  Meeting of  Shareholders in
     an extraordinary session whenever it deems it necessary.

     The General Assembly may  exceptionally  convene in another place in Greece
     following a specific permission of the competent Authority, determining the
     terms and conditions of such  permission.  Such  permission is not required
     when all  shareholders  representing the whole share capital are present or
     represented in the General  Assembly and no-one objects to the  convocation
     of the Assembly and the adoption of resolutions.

2.   The Board of Directors should invite the General Assembly to convocation in
     all cases  provided for by the law and the present  Articles of Association
     as well as in other cases to be  determined  by a relevant  decision of the
     General Assembly.

3.   The Board of  Directors  should  invite the  General  Assembly  following a
     request of the auditors and with the agenda  determined by them, within ten
     (10) days as of the notification of the respective  request to the Chairman
     of the Board.

                                   ARTICLE 24

1.   The ordinary and extraordinary  Shareholders'  General  Assemblies shall be
     called at least twenty (20) full days prior to the date determined for said
     meeting,  including  holidays,  but not the day  when  the  invitation  was
     published and the day of the convocation of the General Assembly.

     The invitations for adjourned General Assemblies, and for the meetings that
     are assimilated to those,  should be published at least ten full days prior
     to the date determined for such meetings.

     The invitations for the ordinary and extraordinary Assemblies are published
     twenty (20) full days before the meeting in one daily  political  newspaper
     widely circulating in Greece,  published in Athens, at the judgement of the
     Board  of  Directors  and in  one  daily  financial  newspaper  from  these
     specified as such in the Minister of Commerce decision, according to art 26
     para. 2 of the C.L.  2190/1920,  as presently in force, and in one daily or
     weekly newspaper of those published at the region of the company's seat and
     in case none is  published in such  location,  then to one  newspaper  from
     those issued in the capital town of the Prefecture in which the company has
     its  seat.  If the  company's  seat  is  located  outside  the  area of the
     municipality of Athens the publication is effected  according to article 26
     para 2 case (e) of CL 2190/20.

     The  invitations  are  also  published  in the  Greek  Government  Gazette,
     Bulletin  of Societe  Anonyme and EPE at least 10 days prior to the date of
     the Assembly in case of an ordinary and extraordinary  meeting and at least
     5 days prior in the case of a repeated General Assembly meeting,  according
     to article 3 of the  Presidential  Decree dated 16 January 1930 `On Societe
     Anonymes and Limited Liability Companies'.

2.   The  invitation for the  convocation of the General  Assembly must at least
     specify with clarity the date and the time of the meeting, the location, as
     well as the  items on the  agenda.  These  invitations,  apart  from  being
     published, must be posted at a prominent place in the company's premises.

3.   No invitation is required provided that all members  representing the total
     share capital are present or  represented at the meeting and no one objects
     to the convention of the meeting and the adoption of resolutions.

4.   The Board of  Directors  of the Company has the  obligation,  ten (10) days
     before the Ordinary  General  Assembly,  to provide every  shareholder  who
     requests  it,  with  the  annual  financial  statement  and a  copy  of the
     respective  report  of the  Board of  Directors,  as well as the  auditors'
     report.

                                   ARTICLE 25

1.   The  shareholders  wishing to  participate  in the General  Assembly,  must
     deposit their shares with the Treasurer of the Company, or with the Cashier
     of the Fund of Loans and Deposits,  or any banking institution in Greece or
     abroad,  as these are determined in the invitation,  at least five (5) full
     days prior to the date fixed for the meeting.

2.   Shareholders  entitled  to  participate  in  the  General  Assembly  can be
     represented by lawfully  authorised  persons,  who may not be shareholders.
     Ownership of the share entitles its holder to  participate  and vote in the
     General Assembly. The number of votes depends on the number of shares.

     The shares of the company owed by the company itself are calculated for the
     formation of a quorum but they do not incorporate voting rights.

3.   Receipts  of  deposits   of  shares  as  well  as   documents   authorising
     representatives  of  shareholders  must be deposited  with the Company,  at
     least five (5) full days before the session of the General Assembly.

4.   Shareholders  who have not complied with  provisions of par 1 and 3 of this
     article may participate at the General Assembly only after its permission.

                                   ARTICLE 26

1.   Forty-eight  (48) hours prior to any General Assembly there shall be posted
     at a prominent place in the Company's  premises a list containing the names
     of those entitled to vote in the General  Assembly.  This list must include
     all data  stipulated  by law, such as the eventual  representatives  of the
     shareholders,  the number of shares  and votes of each one,  as well as the
     addresses of the shareholders and their representatives. In this list it is
     furthermore  included by the Board of Directors all the  shareholders  that
     have complied with the provisions of art 25 of this deed.

2.   Possible  objections of any  shareholder  on the above  shareholders'  list
     should be raised  only on  commencement  of the  General  Assembly  meeting
     before the commencement of the discussion on the items of the agenda.

                                   ARTICLE 27

1.   A quorum shall be deemed to be present and the General Assembly may validly
     transact  the business on the agenda  whenever  the number of  shareholders
     present in person or by proxy  represents  at least one fifth  (1/5) of the
     paid-up  share  capital.  Should such a quorum not be obtained in the first
     meeting,  the General  Assembly shall convene again within twenty (20) days
     from the date of the adjourned  meeting,  the shareholders being invited at
     least ten (10) days prior to such meeting.

     The latter adjourned  General Assembly shall be deemed to form a quorum and
     may validly act on the items of the initial agenda,  no matter what part of
     the capital is represented thereat.

2.   Exceptionally  a quorum  shall be  deemed  to be  present  and the  General
     Assembly  may validly  act on the items of the agenda only if  shareholders
     representing  two-third  (2/3) of the paid-up  share capital are present or
     represented therein, when deciding on the following issues:

     a.   The amendment of the Company's nationality.
     b.   The amendment of the Company's objects.
     c.   The increase of the shareholders' obligations.
     d.   An increase or reduction of share  capital,  with the exception of the
          increases  of  Article 6  paragraph  1 and 2 of the  present  or those
          imposed by Law.
     e.   The capitalisation of reserves.
     f.   Issue of a bond loan.
     g.   A change in the manner of distribution of the profits.
     i.   The  extension  of  the  term  or  merger   segregation,   conversion,
          re-establishment, absorption or dissolution of the Company.
     h.   The  grant or  renewal  of  authority  to the  Board of  Directors  to
          increase  the share  capital or issue bond loan,  according  to art 13
          para. 1 of C.L. 2190/1920.

3.   If a quorum  as  provided  in par 1 of this  Article  shall  not have  been
     achieved,  the General Assembly  convenes and is in session again according
     to the  provisions of par 1 of the present  article and is deemed to have a
     quorum  and meet  validly  on the  items of the  initial  agenda if at such
     meeting  is  represented  by at least one half (1/2) of the  paid-up  share
     capital.

4.   If again no such quorum is present,  a second adjourned  Assembly  convenes
     and is in  session  again  according  to the  above and is deemed to have a
     quorum and meets  validly on the items of the original  agenda when in such
     meeting is  represented  by at least one third (1/3) of the  paid-up  share
     capital.

                                   ARTICLE 28

1.   The resolutions of the General Assembly are taken by the absolute  majority
     of the votes represented at it.

3.   Exceptionally, all decisions provided in para. 2 of Article 27 are taken by
     a two-thirds (2/3) majority of the votes represented at it.

                                   ARTICLE 29

1.   The  President  of  the  Board  of  Directors  or,  in  his  absence,   the
     Vice-President,  or in the latter's  absence,  the senior  member  present,
     shall preside temporarily over the Shareholders' General Assembly.

     The duties of Secretary are temporarily carried out by the person appointed
     by the President.

2.   After the list of shareholders to vote is approved,  the Assembly  proceeds
     with the  election  of its  Chairman  and a  Secretary  who  serves as vote
     counter.

                                   ARTICLE 30

1.   Discussions and decisions of the General  Assembly are limited to the items
     on the agenda, as published  according to the procedure provided in article
     24 of the present deed.  Discussion on items other than those on the agenda
     are allowed only if they refer to  amendments  of the  propositions  of the
     Board of Directors to the General  Assembly or to a proposition  of another
     General Assembly.

2.   For the subjects  discussed  and approved at the Assembly  minutes are kept
     and they are signed by its Chairman and its Secretary.

     Following an  application of any  shareholder,  the Chairman of the General
     Assembly  is obliged to  register  in the  minutes an exact  summary of the
     opinion.

     In the same book the list of  shareholders  present and  represented at the
     General Assembly is also  registered,  according to the provisions of par 1
     of art 26 of this deed.

3.   The copies and  extracts  of minutes are  ratified  by the  Chairman of the
     respective General Assembly,  or by the President of the Board of Directors
     or his deputy.

4.   If at the Assembly there is only one shareholder  present,  such meeting is
     attended by a representative of the competent supervising Authority or by a
     Notary Public of the seat of the Company, who also signs the minutes of the
     Assembly.

                                   ARTICLE 31

1.   Following approval of the Annual Financial Statement,  the General Assembly
     shall decide by special vote taken by roll-call on the release of the Board
     of Directors and Auditors from any liability for indemnity.

     Such release shall be ineffective with respect to the matters  specified in
     Article 22a of C.L. 2190/1920 as effective.

2.   Members  of the  Board  of  Directors  and  employees  of the  Company  may
     participate  in the voting for the release of the Board of  Directors  only
     with the shares they own.

                                    CHAPTER V
                          Auditors and Minority Rights

1.   For  the  resolution  of  the  General  Assembly  on the  annual  financial
     statements, these statements must first be audited by two auditors.

     The ordinary  General  Assembly  elects every year 2 regular and substitute
     auditors determining at the same time their fees.

     The Assembly can appoint only one regular and one  substitute  auditor,  if
     they are chartered accountants.  In case the limits of par 6 of art 42a, in
     combination  to art  132  and  133 of  C.L.  2190/1920  are  exceeded,  the
     appointment of chartered accountants is obligatory.

     The auditors can not be re-elected for more than five accounting years.

2.   Within  five (5) days from the  General  Assembly  that has  appointed  the
     auditors, the Company shall notify these auditors their appointment, and in
     the event that they do not refuse  such  appointment  within five (5) days,
     they are deemed to have accepted it and bear all the  responsibilities  and
     obligations prescribed by art 37 of C.L. 2190/1920.

                                   ARTICLE 33

1.   The auditors  and their  substitutes  are always  appointed by the previous
     General Assembly which also determines their appointment and their fees The
     auditors shall monitor during the accounting year the company's  accounting
     and  managerial  state and are  entitled  to take  cognisance  of any book,
     account  or  document  of the  Company,  as well as of the  minutes  of the
     General Assembly and of the Board of Directors.

     The  auditors  are obliged to proceed to any  necessary  suggestion  to the
     Board of Directors.  Furthermore, in case of violation of the provisions of
     Law or of the  Articles  of  Association,  they  must  refer  these  to the
     competent supervising Authorities.

     After the  termination of the  accounting  year the auditors are obliged to
     audit the Balance Sheet and the annual  financial  statements and to submit
     their  report  on the  result of their  findings  to the  Ordinary  General
     Assembly.

     The report must show  clearly,  after an  examination  of the  accuracy and
     legality of the entries in the Company's  books,  whether the Balance Sheet
     represent its financial  situation at the date of expiration of the audited
     accounting year and the loss and profit account shows the actual results of
     this accounting year.

     The auditors report must state all the provisions  stipulated in article 37
     and 43a para. 1, 2 and 3 case (e) of CL 2190/20 as in force.

2.   The auditors should be present during the General  Assembly and provide all
     information  related to the audit carried out and verify the  conformity of
     the content of the Board of Director's report with the respective financial
     statements.  For this  purpose the report must be notified to them at least
     30 days prior to the General Assembly

3.   The  auditors  are liable  during the  exercise  of their  duties for every
     offence and are obliged to compensate  the company.  The liability  arising
     from this article can not excluded or amended.  The company's claim elapses
     after a two years  period.  Auditors of the  company  can not be  appointed
     individuals  of the ones stated in para. 1 of article 10 and article 23a of
     CL 2190/20 as in force.

                                   ARTICLE 34

The auditors are entitled,  through an  application to the Chairman of the Board
of Directors, to ask for the convocation of an extraordinary meeting.

The Assembly is  obligatory  convened by the Board of Directors  within the days
from the notification of the application to the chairman and has as agenda issue
the content of the application.

                                   ARTICLE 35

1.   At the request of  shareholders  representing  one twentieth  (1/20) of the
     paid up share  capital,  the  Board of  Directors,  is  obliged  to call an
     extraordinary  Shareholders' General Assembly,  the meeting of which should
     be held not later than thirty (30) days as of the day of  submission of the
     application to the President of the Board of Directors.

     The agenda's item must be specifically mentioned in the application.

2.   At  the  request  of  shareholder  or  shareholders  representing  the  one
     twentieth (1/20) of the paid up share capital,  the Chairman of the General
     Assembly,  ordinary or extraordinary,  is obliged to postpone only once the
     adoption of any resolution and to fix as date for the  continuation  of the
     meeting the date specified in the request of the  shareholders,  which date
     though  should  not be later  than  thirty  (30)  days as of the day of the
     postponed meeting.

     The General  Assembly that convenes  after the  postponement  constitutes a
     continuance  of the  previous  one and it is not  required  to  repeat  the
     procedure for the publication of the shareholders' invitation.

3.   At the request of  shareholders,  representing  the one twentieth (1/20) of
     the paid up share  capital,  submitted  to the  company  five (5) full days
     prior to the date of General Assembly, the Board of Directors, is obliged:

     a)   To announce to the  Shareholders'  General  Assembly the amounts paid,
          for any reason, during the last two years by the Company to members of
          the Board of Directors or to Managers or other  employees,  as well as
          any other allowance to these persons or any contract concluded between
          the company and these persons for any reason.

     b)   To  provide  any piece of  information  required  about the  company's
          affairs,  to the  extent,  they  are  deemed  useful  for  the  actual
          evaluation of the agenda.

     The Board of  Directors  may refuse for  justified  reasons to provide  the
     information  required.  In such case all these reasons  should be expressly
     mentioned in the minutes.

4.   At the  request of  shareholders,  representing  the one third (1/3) of the
     paid up share  capital,  submitted to the company within the time limit set
     in par.  4 above,  and on the  condition  that  such  shareholders  are not
     represented in the Board of Directors, the Board of Directors is obliged to
     provide  them  personally  at the session of the General  Assembly or their
     representatives  prior to the  session  of the  General  Assembly  with any
     information regarding the course of the company's matters and its assets.

     The Board of Directors may refuse,  for  justified  reasons to provide such
     information.

     These reasons should be mentioned in the minutes.

5.   In the cases of second  part of par 3 and 4 of this  article,  any doubt in
     relation to the adequate or not justification of the refusal for the supply
     of information,  should be brought for judgement  before the Court of First
     Instance  of the area  where the  registered  offices  of the  Company  are
     situated and are  resolved  through the  latter's  ruling,  which is issued
     according to the provisions and the procedure of conservative measures.

     Through  the same  ruling  the Court  obliges  the  Company  to supply  the
     information that it has refused to supply.

6.   At the request of  shareholders,  representing  the one twentieth (1/20) of
     the paid up share capital, the resolution for any item on the agenda of the
     general assembly is taken by roll call.

7.   Shareholders  representing  the one  twentieth  (1/20) of the paid up share
     capital,  are  entitled to submit a request to the  competent  Court in the
     area of the company's registered office, for the execution of the company's
     audit,  in case they allege that,  due to the  denounced  actions,  the Law
     provisions  or  the  Company's  Articles  of  Association  or  the  General
     Assembly's resolution are violated.  Said claims must take place within two
     years from the date of the approval of the annual  financial  statements in
     which they relate.

8.   Shareholders,  representing  one third (1/3) of the paid up share  capital,
     are entitled to submit a request to the competent  Court in the area of the
     company's  registered  office,  concerning  the  execution of the company's
     audit,  in case that, as derives from the course of the company's  affairs,
     the  Company's  management  is not  exercised  in the  way  imposed  by the
     principles of prudent and fair management. This provision does not apply in
     case that the applicant minority is represented in the Board of Directors.

9.   The applicant  shareholders  of the previous par 1 - 5, must have deposited
     according to article 25 of the present deed,  their shares granting to them
     the right to file an application, from the date of the notification of this
     application and up to the date of the General Assembly convocation.  And in
     the case of para.  7and 8, they are obliged to have their shares  deposited
     with the Fund of Loans and  Deposits or with any other  recognised  Bank in
     Greece up to the issuance of the competent Court's decision.

                                   CHAPTER VI
              Accounting Year - Balance Sheet - Profit distribution
                                   ARTICLE 36

1.   The fiscal year is of twelve months duration,  commencing on January 1st of
     each year and ending on December 31st of the same year.

     Exceptionally,   the  first   fiscal  year   commences  as  of  the  lawful
     registration,  by the competent  supervising  Authority,  of its resolution
     approving  the  incorporation  in the  Registry  of  Companies  and ends on
     December 31st 2002.

2.   At the end of each  accounting  year,  the Board of Directors is drawing up
     the Balance  sheet,  the annual  financial  statements  and its report,  in
     accordance  with the Law and the provisions of articles 42a, 42b, 42c, 42d,
     42e, 43, 43a, 43b, 132 and 133 of the Codified Law 2190/1920, as same is in
     force.

     The annual  financial  statements  (balance  sheet etc) are  submitted  for
     approval in the Ordinary General Assembly and are accompanied by:

     a)   an  explanatory  report  of the  Board  of  Directors,  in  which  are
          mentioned all company's  assets and  liabilities,  the elements of the
          loss and profit account,  a detailed list of profits  distribution and
          its  appendix,  as it is provided in art 43a cases a and b of Codified
          Law 2190/1920, as in force and,

     b)   the auditors' report

3.   The annual financial  statements,  except of the Balance-sheet's  appendix,
     with  the  audit  certificate,  when an  audit  by  Certified  Auditors  is
     foreseen,  are  published  at least  twenty  (20) days prior to the General
     Assembly,  in the  newspapers  referred to in art 43b para.  1 and 5 of Law
     2190/1920.

     The annual financial  statements are subject to the publicity procedures in
     the form and in the  content  on the  basis of  which  the  auditor  or the
     auditors of the company have drawn up their audit report.

     In case the auditors have remarks to make or deny to express their opinion,
     then this fact must be  mentioned  in the  published  financial  statements
     except if this derives from the relevant published audit certificate.

     The annual financial statements in addition to their publication in GRD, it
     is  permitted  to be  published  also in Euro on the basis of the  exchange
     parity of GRD - Euro in force at the  closing  date of the  balance  sheet.
     This exchange parity is mentioned in the Appendix.

4.   In order for the General  Assembly to take a  resolution  on the  financial
     statements approved by the Board of Directors,  this must first be audit by
     the Company's auditors and signed by:

     a)   The President of the Board of Directors or his deputy and

     b)   The Managing  Director or an authorised  person and in lack of them or
          if they are the same person as in (a) above,  by a member of the Board
          of Directors, specifically authorised for said task and

     c)   By the supervisor of the Accounting department.

     In case the persons above have any  objections on the way the balance sheet
     was  drafted,  as  relates  to  its  legality,  they  should  present  such
     objections in writing at the General Assembly.

5.   A copy of the  annual  financial  statements,  together  with the  relevant
     reports of the Board of Directors  and the  auditors  are  submitted by the
     company to the  Ministry  of Commerce at least 20 days prior to the General
     Meeting

6.   Within  twenty days from the approval of the  financial  statements  by the
     ordinary General Meeting together with the certified copy of its minutes, a
     copy of the approved  financial  statements is submitted to the Ministry of
     Commerce.


                                   ARTICLE 37

1.   Net  profits  of  every  financial  year  are  those  resulting  after  the
     subtraction from the realised gross profits of any expenses,  loss,  lawful
     amortisation and any other burden of the company.

2.   The distribution of Company's net profits will be effected as follows:

     a.   5% at least of the net profits,  determined  each time by the Ordinary
          General  Assembly,  is  deducted  for  the  formation  of the  regular
          reserve. This deduction ceases to be obligatory, when the reserves are
          covering  an amount  equal to one  third  (1/3) of the  paid-up  share
          capital.  If said reserve is decreased  for any reason  thereof,  this
          deduction is repeated till the same limit.

     b.   With the reservation of art 44a of C.L.  2190/1920 the amount required
          for the payment of a first dividend to the  shareholders  is withheld,
          such dividend being equal to at least 6% of the paid-up share capital,
          and  according  to Article 45 of C.L.  2190/1920  in  connection  with
          provisions of Law 148/1967,  as it was amended by Law 876/1979,  art.1
          and Law 2753/1999.

     c.   The rest of the net profit is disposed  following a resolution  by the
          General   Assembly,   either  as  an   additional   dividend,   as  an
          extraordinary reserve, as remuneration of the Board of Directors or is
          inscribed as balance carried forward.

3.   The  distribution  of temporary  dividends or percentages is permitted only
     if, at least twenty (20) days prior to this  distribution,  the  accounting
     returns of the company's assets,  are published in one daily newspaper with
     a wide circulation in the city of Athens and also published in the Bulletin
     of Societe  Anonyme  and  Limited  Liability  Companies  of the  Government
     Gazette while the accounting returns of the company's assets should also be
     drawn up and submitted to the competent supervising Authority.

     The  distributed  temporary  dividends may not exceed the one half (1/2) of
     the net profits as reflected in the accounting returns.

                                   CHAPTER VII
                            Dissolution - Liquidation
                                   ARTICLE 38

1.   The Company is dissolved:

     a.   Upon expiration of its duration,  in accordance with the provisions of
          the Articles of Association unless the General Assembly has previously
          decided for an extension.

     b.   By a resolution of the General Assembly.

     c.   When the Company is declared in bankruptcy.

2.   The  concentration  of all the  company  shares  into the hands of a single
     shareholder shall not entail the dissolution of the company.

                                   ARTICLE 39

In case the total of the Company's  own capitals,  as stipulated in the specimen
of the Balance Sheet  provided for in art 42c of CL 2190/1920 as amended by P.D.
409/86, becomes lower than half (1/2) of the paid-up share capital, the Board of
Directors  is obliged to convene the General  Assembly  within a deadline of six
(6) months from the  expiration of the financial year in order to decide whether
the Company will be dissolved or another measure will be adopted.

                                   ARTICLE 40

1.   Except  in the  case of  bankruptcy,  the  dissolution  of the  Company  is
     followed by its liquidation.  In the case of item (a) of par 1 of art 38 of
     the present  deed,  the Board of Directors  shall act as  liquidator  until
     liquidators are appointed by the General Assembly.

     In the case of item (b) of the same par of the same  article,  the  General
     Assembly appoints the liquidators by the same resolution.  The liquidators,
     appointed by the General Assembly, can be two (2) to four (4), shareholders
     or not, who exercise all the  competencies  of the Board of Directors which
     are relevant  with the procedure  and purpose of  liquidation,  as such may
     have been limited by the General Assembly's resolution that are binding for
     them.

     The  appointment  of  liquidators  results ipso jure in the  termination of
     authority of the members of the Board of Directors.

2.   The  liquidators  appointed  by the  General  Assembly  are  obliged,  upon
     assuming  their duties,  to carry out an inventory of the company's  assets
     and to publish the relevant  balance sheet in the press and in the Bulletin
     of Societe  Anonyme  and  Limited  Liability  Companies  of the  Government
     Gazette,  a copy of which is also submitted with the competent  supervising
     Authority.

     Said  obligation  exists for the  liquidators at the end of the liquidation
     according to article 7(ib) C.L 2190/20 as in force.

3.   The  Shareholders'  General  Assembly  retains  all its  rights  during the
     liquidation. The liquidators must settle without delay, the pending affairs
     of the company,  convert the company  property into cash, pay off its debts
     and collect its claims.  They may also proceed to new acts,  provided these
     serve the liquidation and the interest of the company.  The liquidators may
     also sell the immovable  property of the company,  the company  business in
     whole or sectors  thereof,  but after the lapse of four (4) months from its
     dissolution.

     Within  the time  limit  of four (4)  months  from the  dissolution  of the
     company,  every  shareholder  and/or  creditor  thereof may demand that the
     Court  of  First  Instance  of the  area of the  registered  office  of the
     company,  adjudicating  on the basis of  articles  739 seq.  of the Code of
     Civil Procedure to determine the lower selling price or immovable property,
     sectors or sections or the  entirety of the  company,  whereas its decision
     binds the  liquidators  and it is not  subject to regular or  extraordinary
     remedies.

4.   The annual financial statements of the liquidation as well as the financial
     statements  relating to the end of the liquidation shall be approved by the
     General  Assembly,  which also resolves on the release of liquidators  from
     every liability.

5.   The  liquidation  loss and profit  accounts,  accompanied  by the  reports,
     stating the reasons  preventing  its  completion,  are each year  submitted
     before the Shareholders' General Assembly.

6.   After the liquidation has been completed, the liquidators shall draw up the
     final  financial  statements  which they shall cause to be published in the
     Bulletin  of  Societe  Anonyme  and  Limited  Liability  Companies  of  the
     Government  Gazzette,  they shall render the  contributions of shareholders
     and distribute the remaining liquidation proceeds of the Company's property
     to the shareholders,  pro rata of their  participation in the paid up share
     capital.

     The liquidation stage can not exceed the five years period from the date of
     commencement  of the  same,  when the  company  shall be  removed  from the
     register.  For the  continuation of the liquidation  period beyond the five
     year period,  special  permission  of the Minister of Commerce is required.
     This stage however can under no circumstances exceed a ten year period.

                                  CHAPTER VIII
                                   ARTICLE 41

1.   The  Company's  share  capital,  referred  to in art 5 of this deed and the
     shares  corresponding to it, have been undertaken by the founders,  as they
     are represented and in the following way:

     a.   The  Company  with the company  name  "Cinergy  Global  Power Inc" [as
          represented] undertook to cover five thousand nine hundred ninety nine
          (5.999) common  registered shares of nominal value three thousand four
          hundred and seven and a half GRD (3.407,  5) or 10 Euro each and for a
          total value of GRD twenty  million four hundred forty one thousand and
          five hundred ninety two and a half (20.441.592, 5) or Euro 59.990 and

     b.   The Company with the company name  `Cinergy  Global  Holdings Inc' [as
          represented]  undertook to cover one (1)  registered  share of nominal
          value three thousand four hundred and seven and a half GRD (3.407,  5)
          or 10 Euro

2.   The  founders  [as the  first of them is here  represented]  undertake  the
     responsibility  to deposit the amount  corresponding to the shares each one
     of them holds  according to the above,  within the time limit  specified in
     art 11 of C.L.  2190/1920  in an account  that shall be kept in the name of
     the Company in any bank that lawfully operates in Greece.

                                   ARTICLE 42

The first Board of Directors  that will manage the  Company's  affairs until the
first Ordinary General  Assembly,  which will be convened until the 30th of June
2003, shall consist of:

a)   GERASIMOS ANTONIOS PETROS MICHAEL  CONTOMICHALOS,  son of Pavlos and Grace,
     private employee,  born in Egypt, in 1957,  resident of Athens,Attikis  54,
     Solonos str. holder of Greek passport No I 700584, of Greek nationality and
     tax registration number 050962774.

b)   DAVID LEE WOZNY, son of Danny and Doris,  private  employee,  born in South
     bend Indiana,  USA, in 1958, resident of Ohio, USA (5154 Senour Drive, West
     Chester, Ohio 45069), holder of US passport no 155862784, of US nationality
     and tax registration number 121387716.

c)   DEREK JOHN SPENCER,  son of Alfred John and Violet Alma,  private employee,
     born in Athens, in 1941, at Staines Middlesex, England, resident of Madrid,
     Spain (Paseo Castellana 23, 28046) holder of British passport no 003989793,
     of British nationality and tax registration number 121387697.

                                   ARTICLE 43

PricewaterhouseCoopers  SA is appointed as auditors of the Company for its first
accounting year.

The auditors are always remunerated by the Company.

For the first  financial year the auditors fees will be determined by a relevant
agreement  whereas for the rest financial years their fees will be determined by
the respective General Assembly resolution.

A  percentage  of the  auditors'  fees is withheld  and returned to the Economic
Chamber of Greece.

The minimum  amount of the  auditors'  fees,  the  percentage  withheld  and the
procedure for its return to the Economic  Chamber of Greece are  determined by a
joint  decision  by the  Ministers  of  National  Economy  and  of  Development,
following  an opinion  by the  Central  Management  of the  Economic  Chamber of
Athens.

                                   ARTICLE 44
                        Jurisdiction - General Provision

An announcement of the present deed will be lawfully published,  according to CL
2190/20 as in force and as  amended by the  Presidential  Decrees  409/1986  and
498/1987 and law 2339/1993. For all matters, and for those which are not settled
by this deed, the provisions of CL 2190/20, as presently in force, apply.


                                   ARTICLE 45

The appearing  persons -under their capacity- grant with the present the mandate
and power to:

a.   Maria  Gialouraki,  daughter of Nikolaos and Fotinis,  registered in Athens
     Bar  Association,  and registered seat in Neo Psihiko (54,  N.Plastira str)
     and
b.   Sofia  Alexopoulou,  daughter of Trifonas  and  Panagiotas,  registered  in
     Athens Bar  Association  and  registered  seat in  Holargo,  Attikis,  (40,
     N.Vitali str)

To act, jointly or severally, the following:

1.   To submit to the competent  supervising  Authority the application required
     by Law for the  approval  of  these  Articles  of  Association  and for the
     granting of the license to incorporate said Societe Anonyme.
2.   To sign,  following a suggestion of the competent  Authority,  any notarial
     deed,  amending  the present  Articles  of  Association  or the  amendments
     thereof, in relation to any article, notwithstanding the articles referring
     to the company's capital.
3.   To represent  them before the competent Tax Office and submit any documents
     required for the  authorisation  of the Company's books and records and for
     the commencement of the latter's business, and
4.   To  further  grant to  persons  of their  choice  the same or part of their
     powers.

In this  deed is  present  and signs the  Lawyer of Athens  Elefteria  Ignatidou
daughter of Ignatiou and Parthenas,  that has his registered office in Athens 8,
Faidriadon str, and registration number with the Athens Lawyers' Bar: 19.346

His fee of GDR  117.225  plus  1.500  was  paid to the  Treasury  of the  Athens
Lawyers'  Bar, as is evidenced  by the receipt  with number A 50448,  dated July
31st,2001 issued by the Treasury named above, and which is attached hereby.

It is certified,  that according to article 2 of C.L.  2190/1920,  as amended by
article 2 of P.D. 409/1986, that the total amount that has been required for the
incorporation of the Company is approximately  GDR 915.210 and is wholly paid by
the incorporated Company.

I have reminded to the contracting parties the provisions of C.L. 2190/1920,  as
is presently in force. The contracting  parties - under the capacity as appeared
- - declare that their current residence,  as well as the registered office of the
represented  founder  Companies is the one  mentioned  in the  beginning of this
deed.

In  attestation  of the above this deed was drafted in seventy two (72)  leaves,
with  margins,  and  after it has been  read it was  accepted  by the  appearing
parties in its whole context, and is legally signed:


                             THE CONTRACTING PARTIES





                              THE APPEARING LAWYER





                                THE NOTARY PUBLIC
EX-99 51 b-357.htm CERT OF INCORP ATTIKI DENMARK APS Cert of Incorp Attiki Denmark ApS 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                       Attiki Denmark ApS ("the Company")


The  undersigned,  Elaine  Hackett,  Solicitor  of England and Wales,  acting on
behalf of Cinergy Corp., declares that the following information relating to the
Company is true and accurate:

1.   The Company is a private  company with limited  liability,  organised under
     the laws of Denmark,  having its registered  office at Dampfaergevej 3, 2nd
     Floor,  DK-2100  Copenhagen O, Denmark,  and having its offices at the same
     place,  and being  registered in the trade register of the Danish  Commerce
     and Companies Agency in Copenhagen, Denmark, under number CVR 2564 9893.

2.   According to the  registration  of the  aforementioned  Danish Commerce and
     Companies  Agency,  the  Articles of  Association  of the Company were last
     amended  pursuant to a  resolution  of its  Shareholders  dated 27 November
     2001. The Articles of Association have not been amended since.

3.   According to the Articles of  Association of the Company the objects of the
     Company are to establish companies and other undertakings.

4.   The Company can participate in, co-ordinate,  finance and manage all or any
     part of the operations of any such company or undertaking.

5.   According to the  registration of the  aforementioned  Chamber of Commerce,
     the directors of the Company are:

     -    Mr John  Bryant,  of British  nationality,  residing  at 105 Home Park
          Road, Wimbledon SW19 7HT, United Kingdom;
     -    Mr David Lee Wozny, of American  nationality,  residing at 5154 Senour
          Drive West Chester, 45069 Ohio, United States of America;
     -    Mr Charles J Winger, of American  nationality,  residing at 6687 Miami
          Wood Drive, Loveland, OH 45140, Ohio, United States of America;
     -    Poul  Lund   Christensen,   of   Danish   nationality,   residing   at
          Paul-Petersensvej 13, st., DK 2820 Gentofte, Denmark;
     -    Lars Erik Clausen, of Danish  nationality,  residing at Stenl0kken 90,
          DK-3460 Birker0d, Denmark;
     -    Michael Jorgensen, of Danish nationality, residing at Dr. Louises Alle
          4, DK-3480 Fredensborg, Denmark;
     -    Erik Klingert, of Danish nationality, residing at Damstien 7A, DK-2720
          Vanl0se, Denmark.

Signed in London, England on 9 April 2002
EX-99 52 b-358.htm ART OF ASSOC ATTIKI DENMARK APS AoA for Attiki Denmark 
[This document is a translation of the original  Danish version of the document.
In case of discrepancy between the Danish text and the English translation,  the
Danish text shall prevail.]

                             Articles of Association
                                       for
                               Attiki Denmark ApS

                                CVR-No. 2564 9893


                NAME, REGISTERED OFFICE AND OBJECT OF THE COMPANY

                                       1.

The Company's name is Attiki Denmark ApS.

The Company's registered office is situated in the municipality of Copenhagen.

                                       2.

The objects for which the Company is established are:

     (a)  to establish companies and other undertakings; and
     (b)  to participate in, co-ordinate,  finance and manage all or any part of
          the operations of any such company or undertaking.

                           THE CAPITAL OF THE COMPANY

                                       3.

The share  capital of the  Company is DKK  126,639,360.00  (DKK one  hundred and
twenty six million six hundred  thirty nine  thousand  three  hundred fifty five
00/100) denominated in one or more shares of DKK 1.00 or multiples thereof.

The share capital is fully paid up.

                                       4.

The names and addresses of the shareholders shall be registered in the Company's
register of shareholders.

No share shall entail special rights. No shareholder shall be obliged to let the
Company or others submit his shares for encashment in whole or in part.

                                       5.

Any annual  dividends  shall be forwarded to the  shareholders  at the addresses
recorded in the Company's register of shareholders immediately after the general
meeting,  provided  that the audited  accounts  have been adopted by the general
meeting.  Dividends  not  encashed  five years after the date of maturity  shall
accrue to the Company.

                                GENERAL MEETINGS

                                       6.

General meetings of the Company shall be held in Denmark.

The general  meeting  shall be held  within  five  months  after the end of each
financial year.

Extraordinary  shareholders'  meetings shall be held when considered appropriate
by the board of directors, an auditor, a shareholder or the general meeting.

General  meetings  shall be convened by the board of directors at a notice of at
most four  weeks and at least  eight days by letter to the  shareholders  at the
addresses  recorded in the  Company's  register of  shareholders.  The convening
notice shall indicate items for  consideration  at the general  meeting.  Should
proposals for amendments to the Articles of  Association be under  consideration
at the general meeting,  all important details thereof shall be included in such
notice.

No later  than  eight  days  before  the  general  meeting,  the  agenda and the
proposals to be submitted at the general meeting in their entirety,  as well as,
in respect of general  meetings,  annual  accounts  endorsed  with an  auditor's
certificate,  as well as the  annual  report,  shall  be sent to all  registered
shareholders  and  moreover  be  available  at the  offices of the  Company  for
inspection by the shareholders.

The employees of the Company shall be informed of the convening  notice,  should
they have notified the board of directors  according to paragraph 22,  section 1
and 6 of the Danish Private  Companies  Act, cf.  paragraph 31. The employees of
the group also receive this information, if the employees of the subsidiary have
notified the board of directors  according to paragraph 22,  section 2 and 6, of
the Danish Private Companies Act, cf. paragraph 31.

Any  shareholder  shall be  entitled  to raise a certain  subject at the general
meeting, provided the board of directors is notified thereof in writing no later
than five weeks before the general meeting.

                                       7.

The agenda of the general meeting shall comprise the following:

1.   Appointment of Chairman of the meeting.
2.   The board of directors' report on the Company's  activities during the past
     year.
3.   Submission  of the audited  annual  accounts for approval as well as annual
     report.
4.   Resolution of the allocation of profit.
5.   Appointment of auditor.
6.   Any proposals from the board of directors or shareholders.

                        REPRESENTATION AND VOTING RIGHTS

                                       8.

Any  shareholder  shall be entitled  to attend the general  meeting and take the
floor.

Any shareholder shall be entitled to be represented by proxy, who shall submit a
dated power of  attorney  in writing  which may not be granted for more than one
year.

Each share amount of DKK 1.00 shall carry one vote. A  shareholder  who has been
recorded in the  Company's  register of  shareholders  has the right to exercise
voting rights for the shares in question.

Only proposals on the agenda can be decided at the general meeting. The business
transacted  at the general  meeting  shall be decided by simple  majority  vote,
unless the Danish Companies Act or the Articles of Association stipulate special
rules on representation and majority.

Notwithstanding the provisions of the preceding  paragraph,  no resolution shall
be passed  at a  general  meeting  authorising  the  issue of new  shares in the
Company unless shareholders holding in aggregate 90% of the votes vote in favour
of such resolution.

Transfer  of shares in the company is only valid when the  transaction  has been
approved by the board of directors.

A short account of the  deliberations  of a general  meeting shall be entered in
minutes, which shall be signed by the Chairman of the meeting.

The  shareholders  cannot  reach a  decision  in any other way except by general
meetings.

                               BOARD OF DIRECTORS

                                       9.

The board of  directors  shall  consist of seven  members who are elected by the
general meeting.

The board members do not have to be shareholders.

The board  members  shall not be  required  to  resign at the  ordinary  general
meeting.

                                       10.

The Board shall undertake the over-all management in all company matters.

The Chairman  shall convene board  meetings when he/she deems this  necessary or
when so requested by a member of the board.

All board meetings shall be held in Denmark.

Provided  the majority of  directors  are present in Denmark,  one or more board
members may participate in the meeting over the telephone.

The majority of the board members must always be  physically  present in Denmark
at board meetings.

Not less than ten  business  days' notice (or such other period of notice as may
be agreed from time to time by at least six  members of the board of  directors)
of each meeting or reconvened  meeting of the board of directors  specifying the
date,  time and place of the meeting and the business to be  transacted  thereat
shall be given to all board members.

An agenda with the relevant  papers  relating to the issues to be  considered by
the board of directors at any such meeting  shall be  distributed  in advance of
the meeting to all  members of the board so as to ensure that they are  received
at least  three  business  days  prior to the date  fixed for such  meeting.  No
resolution  may be passed at a meeting  of the  board of  directors  unless  the
nature of the  business has been  specified in the agenda or, in any  particular
case, all board members otherwise agree in writing.

                                       11.

A minimum of six  members of the board of  directors  must agree  regarding  the
following actions in relation to the Company:

(a)  The  acquisition  by the Company by  purchase,  lease or  otherwise  of any
     interest in real property as well as the sale or exchange of real property;
     the creation of any mortgage or other disposition,  encumbrance or security
     over any property or other assets of the Company.

(b)  The  granting  of credits  by the  Company,  other  than  those  created by
     commercial debts in the ordinary course of business.

(c)  The delegation of authorities of the board of directors to  shareholders of
     the Company or third parties.

(d)  The  approval  of the annual  financial  statements  of the Company and any
     substantial amendments thereto.

(e)  The  appointment and removal or replacement of any employee of the Company,
     including a manager director.

(f)  The formation of  subsidiaries or the  participation  of the Company in any
     other companies other than EPA.

(g)  The  assumption  by the  Company  of loans of any kind each  exceeding  one
     thousand  (1,000)  million  GRD99  (or the  equivalent  amount in any other
     currency  converted  on the  date  of  calculation)  and  the  granting  of
     mortgages  or pledges  on the assets of the  Company,  each  exceeding  one
     hundred (100) million GRD99 (or the equivalent amount in any other currency
     converted on the date of calculation).

(h)  The prior approval of any award and material  amendment of contracts having
     an initial  aggregate value in excess of one thousand (1,000) million GRD99
     (or the equivalent  amount in any other  currency  converted on the date of
     calculation),  where the other  contracting  party is a shareholder  of the
     Company  or  Affiliate  of a  shareholder,  and of any award  and  material
     amendment of all contracts  having an initial  aggregate value in excess of
     two thousand  and five hundred  (2,500)  million  GRD99 (or the  equivalent
     amount in any other currency converted on the date of calculation).

(i)  The appointment of bankers or professional advisers to the Company.

(j)  The approval of any business plan or annual budget of the Company.

(k)  Amending any  provision  of any Bidding  Document to which the Company is a
     party.

For the purpose of this  Article 11, the  following  expressions  shall have the
meanings set opposite them:

"Bidding  Documents"  shall mean (i) the  shareholders'  agreement to be entered
into between The Gas  Distribution  Company of Attiki S.A., the Company,  Public
Gas Company of Greece (DEPA) S.A. and EPA regulating,  amongst other things, the
management of the business of EPA and (ii) the Articles of Incorporation of EPA.

"EPA" shall mean the Attiki Gas Supply Company S.A.

"GRD"  shall mean Greek  Drachma.  When the Euro has  replaced  GRD as the legal
tender in the  Republic  of  Greece,  reference  to GRD shall be to Euro and all
amounts  expressed in GRD shall be deemed to read an equivalent  amount in Euro,
calculated in  accordance  with the fixed  conversion  rate as determined by the
relevant European Monetary Union legislation.

Where  any  amount  is  specified  in  "GRD99"  it shall  mean that in each year
beginning on 1 January such amount shall be adjusted by a factor  calculated  as
I/I0,  where I is the  average  of the  values  of the Greek  Consumption  Index
published  by the  National  Statistical  Service for each of the twelve  months
ending 31st December in the year  preceding  such year, and I0 is the average of
such values for each of the twelve months ending 31st December 1999.

"Affiliate"        means, in relation to a shareholder:

                    (i)  its Parent Company;

                    (ii) any  company  which is for the time being  directly  or
                         indirectly controlled by the Parent Company; or

                    (iii)in the  case of a person  which  does not have a Parent
                         Company,  any  company  which  is for  the  time  being
                         directly or indirectly controlled by that person.

For this purpose:

                    (a)  a company is directly  controlled by another company if
                         that company  beneficially  holds  shares  carrying the
                         majority of the votes at a general meeting of the first
                         mentioned company; and

                    (b)  a company is indirectly  controlled by another  company
                         if a series of companies  can be  specified,  beginning
                         with the  other  company  and  ending  with  the  first
                         mentioned  company,  so related  that each company of a
                         series  is  directly  controlled  by one or more of the
                         companies earlier in the series.



"Parent  Company"  (i) in  relation  to Shell Gas B.V.,  means N.V.  Koninklijke
     Nederlandsche  Petroleum Maatschappij (a Netherlands company) and The Shell
     Transport and Trading  Company,  p.l.c.  (an English  company) or either of
     them; (ii) in relation to Cinergy Global Power, Inc, means Cinergy Corp. (a
     Delaware, USA, corporation).


Except in the case of decisions  covered by the above  paragraph in this Article
11,  resolutions  at  meetings  of the board of  directors  shall be by a simple
majority vote of the board members present at the meeting.

                                       12.

The board of directors may employ one or more managing  directors in the Company
and shall determine the conditions for their employment. The managing director/s
may also be members of the board of  directors,  including  the  Chairman of the
board.

                            POWER TO BIND THE COMPANY

                                       13.

The Company is bound by the  signatures of minimum three members of the board of
directors or by the  signatures  of the joint board of  directors.  The board of
directors may also  authorise the execution of documents by power of attorney or
by  resolution  of the  board of  directors,  such  power of  attorney  or board
resolution being signed by at least three members of the board of directors.

                                       14.

Audit of the  Company's  accounts  shall be  carried  out by a State  Authorised
Public Accountants elected by the general meeting.

                                       15.

The Company's financial year runs from 1 January until 31 December.

However, the first financial year runs from the date of the establishment of the
Company on 1 October 2000 until 31 December 2001.

                                       16.

The annual  accounts  shall be  prepared  in careful  consideration  of existing
assets and liabilities and shall include necessary depreciation.

In the event of any deficit not written off from previous years any profit shall
first be allocated for depreciation thereof.

As determined by the general  meeting the remainder  shall be subject to further
allocation,  transfer  to the annual  accounts  for the next  financial  year or
allocated in accordance  with the  provisions on dividend to  shareholders  laid
down in the current Danish legislation.


As adopted on 27 November 2001.



As Chairman:



- -------------------
Lars Fogh
EX-99 53 b-359.htm CERT OF INCORP ATTIKI GAS SUPPLY COMPANY SA Cert of Incorp Attiki Gas Supply 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                  Attiki Gas Supply Company SA ("the Company")

The  undersigned,  Elaine  Hackett,  Solicitor  of England and Wales,  acting on
behalf of Cinergy Corp., declares that the following information relating to the
Company is true and accurate:

1.   The Company is a private company with limited liability  (Societe Anonyme),
     organised  under the laws of  Greece,  having  its  registered  office at 2
     Orfeos and Persefonis Street, 118 54 Athens,  Greece and having its offices
     at the same  place,  and  being  registered  in the  Registry  of  Societes
     Anonymes Companies in Athens, under number 49927/01/B/01/564.

2.   According to the  registration of the  aforementioned  Chamber of Commerce,
     the  Articles of  Association  of the Company  were  amended  effective  11
     February 2002. The Articles of Association have not been amended since.

3.   According to the Articles of  Association of the Company the objects of the
     Company are:

          (a)  to buy in bulk natural gas from any supplier;
          (b)  to supply and sell  natural gas to consumers  located  within the
               geographical area of Attiki, through a gas distribution system;
          (c)  to  carry  on all  business  or  activities  connected  with  the
               programming,   studying,   design,   construction,   maintenance,
               operation,  management  and  development  of a  gas  distribution
               system within the geographical area of Attiki;
          (d)  to carry on all business  connected with the study,  design,  and
               installation  of  the  necessary   equipment  at  the  consumers'
               premises  required for their connection with the gas distribution
               system;
          (e)  to market natural gas operated household appliances;
          (f)  to carry on any  other  activity  which  the  Board of  Directors
               considers to be or may be beneficial for the Company.

4.   According to the  registration of the  aforementioned  Chamber of Commerce,
     the directors of the Company are:

     -    Mr John  Bryant,  of British  nationality,  residing  at 105 Home Park
          Road, Wimbledon SW19 7HT, United Kingdom;
     -    Mr  Gerassimos  Antonios  Petros  Michael   Contomichalos,   of  Greek
          nationality, residing at Solonos Street, Attikis 54, Athens, Greece;
     -    Mrs  Eleni  Vassiliadou,  of  Cypriot  nationality,  residing  at  86A
          Randolph Avenue, Maida Vale, London W9 1BG, United Kingdom;
     -    Mr Christos Fyrogenis, of Greek nationality, residing at 8 Apostolidou
          Street, Ekali Attikis, Greece;
     -    Mr Aristidis Vakirlis,  of Greek nationality,  residing at 21 Redestou
          Street, N Smirni Attikis, Greece;
     -    Mr  Theodoros  Terzopoulos,  of  Greek  nationality,  residing  at  13
          Menekratours Street, N Smirni Attikis, Greece;
     -    Mr  Georgios  Mastorakos,  of Greek  nationality,  residing  at Agelon
          Street, N Iraklio Attikis, Greece;

Signed in London, England on 9 April 2002
EX-99.A 54 b-360.htm ART OF INCORP ATTIKI GAS SUPPLY COMPANY SA AoA Attiki Gas Supply 
                           ARTICLES OF INCORPORATION


                                   CHAPTER A

                            Incorporation -Tradename
              Registered Seat - Duration - Purpose of the Company


                                   Article 1


1. Incorporation - Tradename: A Societe Anonyme is hereby incorporated under the
tradename  "ETERIA  PAROHIS  AERIOU  ATTIKIS  ANONIMI  ETERIA".  For its foreign
relations the Company's  tradename will be expressed in true translation "ATTIKI
GAS SUPPLY COMPANY S.A.".


2.  Distinctive  title:  The distinctive  title of the Company is "AERIO ATTIKIS
A.E.". For its foreign  relations the Company will use a true translation of its
said distinctive title "ATTIKI GAS S.A."

3. Registered Seat and Branches: The registered seat of the Company shall be the
Municipality of Athens. Pursuant to a resolution of the Board of Directors,  the
Company may establish,  maintain and/or discontinue any branch offices, agencies
or places of  business  at any place in Greece or abroad,  and  determine  their
scope of operation.  By this same resolution or by subsequent ones, the Board of
Directors will also determine the terms of operation,  as well as the nature and
area of  competence  of the said branch  offices,  agencies  and other places of
business of the Company.

4. Jurisdiction:  Any disputes between the Company and its shareholders or third
parties shall be exclusively  subject to the  jurisdiction  of the Courts at the
legal domicile of the Company. The Company may be sued only before these Courts,
even in cases of existence of any special jurisdictions,  except if otherwise is
specified by Law or arbitration proceedings have been agreed between the Company
and any third party which is not a shareholder.

5. Duration: The duration of the Company commences as of the registration in the
Registry of Societes  Anonymes  Companies  by the  supervisory  authority of the
administrative  decision  granting  the approval  for the  incorporation  of the
present  Company and the approval of its Articles of  Incorporation  and ends on
December 31 of the year 2030.  Such duration may be extended by  resolutions  of
the General  Assembly of the Company  taken as provided for by articles 19.2 and
20.3 of  these  Articles  of  Incorporation.  The  extension  so  decided  shall
constitute  an  amendment  of  the  relevant   article  of  these   Articles  of
Incorporation.

                                   Article 2

1. Objects: The objects of the Company are:

(a) To buy in bulk natural gas from any supplier.


(b) To supply and sell natural gas to consumers  located within the geographical
area of Attiki, through a gas distribution system.

(c) To carry on all  business  or  activities  connected  with the  programming,
studying,  design,   construction,   maintenance,   operation,   management  and
development of a gas distribution system within the geographical area of Attiki.

(d) To carry on all business connected with the study,  design, and installation
of the  necessary  equipment  at the  consumers'  premises  required  for  their
connection with the gas distribution system.


(e) To market natural gas operated household appliances.


(f) To carry on any other activity which the Board of Directors  considers to be
or may be beneficial for the Company.

2. Implementation: In the pursuit of its objects the Company may:


(a) carry out its objects either directly or through any of its subsidiaries;

(b) co-operate  (whether by way of  partnership or otherwise)  with any physical
person or legal entity in any manner;

(c) represent any Greek or foreign enterprise;

(d) enter  into any  guarantee,  contractual  or lien in  connection  with or in
furtherance of its objects;

(e) enter into and  execute  agreements  to borrow or raise money and secure any
obligations;

(f) assign to third  parties the  execution  of projects or the  procurement  of
equipment and supervise and  co-ordinate  the necessary works in compliance with
the procedure provided for by EU Directive 93/38, as in force from time to time;

(g)  perform  all such other  things,  as may be  appropriate  or  necessary  in
connection with or in furtherance of its objects.


                                   CHAPTER B

                   Share Capital and Shares and Shareholders


                                   ARTICLE 3

1. Share Capital:  The share capital of the Company is GRD one hundred  eighteen
billion  two  hundred   twenty  four  million  four  hundred   ninety   thousand
(118.224.490.000)  divided into eleven million eight hundred twenty two thousand
four hundred forty nine  (11.822.449)  shares of a par value of GRD ten thousand
(10.000) each and shall be paid in accordance with Article 31 hereof.

2. Share Capital Increase: For every increase of the share capital a decision of
the General  Assembly is required which is adopted in accordance with the quorum
and majority of Article 19  paragraph 2 and Article 20  paragraph 3 hereof.  The
time period set for the payment of a share capital  increase cannot be less than
one (1)  month or more  than four (4)  months  from the date  when the  relevant
decision for the increase was adopted by the General Assembly.  Such time period
may be extended by the Board of Directors for one (1) additional month.

3. Certification of Payment of Share Capital:

(a) Within the first two (2) months from the  incorporation of the Company,  the
Board of  Directors  shall hold a special  meeting  having as a sole item of its
agenda the certification of payment or not of the initial share capital, as same
is determined herein.

(b)  Following  each  increase  of  the  share  capital,   the  above  mentioned
certification of payment or not by the Board of Directors must take place within
a time  period of two (2)  months as from the date on which the time  period was
fixed for the payment of the amount of increase.

(c) Within twenty (20) days  following  the time period of the above  paragraphs
(a) and (b), the Company must submit to the Competent  Authority,  a copy of the
relevant  minutes  of the  above  mentioned  special  meeting  of the  Board  of
Directors.  If the said time limit  lapses in the case of payment of the initial
share capital,  the provisions of Article 48,  paragraph 1,  subparagraph (a) of
Codified  Law  2190/1920,  are  applicable,  whereas in the case of payment of a
capital  increase  the  relevant  approving  decision  for the  amendment of the
Articles is revoked.

(d) The  payment  of funds for  covering  of the  initial  share  capital or any
increases  thereof,  as well as the  shareholders'  deposits  for  future  share
capital increases shall be made compulsorily by deposit in the Company's account
kept with any bank lawfully operating in the Republic of Greece.


4. Subscription of Shares:

(a)  Whenever an increase of the share  capital is decided to be effected not by
way of a contribution in kind or by issuing bonds  convertible into shares,  the
holders of the shares at the time of the increase have a pre-emption  right over
the entire amount of the new share capital or the debenture  loan, in proportion
to their participation in the existing share capital.

(b) The  invitation  concerning  the  exercise of the  pre-emption  right should
mention also the time-limit  within which such right can be exercised,  which in
no case can be less than one (1) month and should be  published  in the Bulletin
for Societe Anonymes and Limited  Liability  Companies of the Official  Gazette.
Said  invitation and the time period for the exercise of the  pre-emption  right
may be omitted provided that, at the General Assembly,  shareholders holding the
entire share  capital were present and were  notified of the time period set for
the exercise of their  pre-emption  right or in case the shareholders  announced
their  decision to  exercise or not said  pre-emption  right.  Furthermore,  the
publication  of  the  invitation  may be  substituted  by a  registered  letter,
provided that all the shares are registered.

(c) If the General  Assembly which decided the share capital increase omitted to
set the time period for the exercise of the  pre-emption  right,  then said time
period or an extension thereof,  is defined by the Board of Directors within the
time limits of Article 11 of Codified Law 2190/1920.

(d) After the lapse of the time period, as defined by the General Assembly which
decided the increase of the share capital,  for the exercise of the  pre-emption
right in accordance  with paragraph (b)  hereinabove,  any new shares which will
not be disposed as defined above,  may be transferred  to the  shareholders  who
desire to acquire them  proportionately  to the shares held by each one of them.
The new shares for which the  shareholders  did not exercise  their  pre-emption
right, may be freely disposed to non shareholders by the Board of Directors.


5. Issue Price of Shares:  The issue  price of the shares  cannot be fixed below
par-value. In case of issuance of shares above par-value, the difference between
par-value  and  above par - value  shall be  transferred  to a  special  reserve
account entitled "shares issued above par-value". In no case such reserve can be
disposed  for the  distribution  of dividends  to the  shareholders.  In case of
increase of the share capital  effected by partial  payment,  the portion of the
value  of each  share  paid-in  cannot  be less  than  one  fourth  (1/4) of its
par-value.  If the issuance of shares above  par-value  is  envisaged,  then the
above  par-value  difference  must be paid in full  upon  payment  of the  first
instalment.

                                   Article 4

1. Indivisibility of Shares: Shares and rights arising therefrom are indivisible
vis-a-vis  the Company and each  share,  including  those not fully paid up, but
issued  pursuant to Article 31 hereof,  shall entitle the holder to one (1) vote
at the General Assembly of the shareholders of the Company.  Where more than one
person has joint  ownership  or bare  ownership  and  usufruct  of a share,  the
holders of the share shall elect one (1) common  representative  to exercise the
rights attached to the share, otherwise the Board of Directors shall suspend the
exercise of such rights.

2. Nature of Shares: All shares of the Company are registered and blocked shares
according to Article 3 para. 7 of Codified  Law  2190/1920  and the shares which
are held by "Attiki  Denmark  ApS" are  blocked in  accordance  with  Article 5,
paragraph  5 cases 1, 2, 3 and 4 hereof  and the  shares  which are held by "EDA
Attikis  SA" are  blocked in  accordance  with  Article 5 para.  5 cases 2 and 4
hereof.  By  decision of the General  Assembly  adopted  pursuant to Article 19,
paragraph  2 and Article 20,  paragraph  3 hereof the  registered  shares may be
converted to shares to the bearer and  vice-versa.  The share  certificates  are
numbered, bear the date of issue, are sealed with the Company's seal, are signed
by the Chairman of the Board of  Directors  or by the Vice  Chairman and one (1)
other Director  appointed by it and include dividend coupons which are numbered.
The share  certificates  shall be detached from a duplicate book. Until the time
final share  certificates  are issued,  provisional  share  certificates  may be
issued by the Company and delivered to the shareholders.  Such provisional share
certificates,  which  have all the  features  of the final  share  certificates,
except for the dividend coupons shall,  thereafter,  be exchanged with the final
ones. The form of the share  certificates  and  provisional  share  certificates
shall be determined by the Board of Directors. The share certificates (final and
provisional)  may  represent one or more shares,  held by the same  shareholder,
according  to  a  resolution  of  the  Board  of  Directors.   The  final  share
certificates shall be accompanied by annual or semi-annual  dividend coupons and
for a period of years determined by the Board of Directors.

                                   Article 5

1.  Consequences  of  Ownership  of a  Share:  Ownership  of any  kind of  share
certificate  shall  constitute  an ipso  jure  acceptance  by its  holder of the
Articles of Incorporation of the Company and of the legally adopted  resolutions
of its  officers.  Shareholders  or their  general  and special  successors  and
lenders to  shareholders  or owners of shares in the  Company by any legal cause
(such as, but not limited  to,  escrow  agents,  receivers,  pledgees  and other
creditors), are in no case permitted to cause a confiscation or a sealing of the
corporate  assets  (whether  fixed or  movable)  or books of the  Company  or of
movable  assets  entrusted to the Company or to request the  liquidation  and/or
distribution of the Company's assets or to interfere with the  administration of
the Company by exercising rights in excess of those given to shareholders by the
present Articles of Incorporation and the legislation in force.

2. Domicile of Shareholders:  For any and all relations of the shareholders with
the Company,  such  shareholders  are considered as being domiciled at the place
where the  registered  offices of the Company are located and are subject to the
Greek  Legislation,  even if they are not actually  domiciled at the place where
the registered offices of the Company are located. In such case they are obliged
to appoint an attorney-in-fact at the place of the Company's registered offices,
otherwise  the  service of  documents  by the Company may validly be made to the
Secretary of the Court of First Instance of the Company's  registered office and
shall be considered to be valid.

3. Shareholders' rights:  Subject to any special rights or restrictions attached
to any shares of the Company according to these Articles of  Incorporation,  the
shareholders  have  ownership  and  administrative  rights in  proportion to the
number of shares owned according to these Articles of Incorporation and the law.

4.  Shareholders'  obligations:  Shareholders  shall not be liable to pay to the
Company any amount in excess of the issue price for their shares.

5. Transfer - Disposition of Shares:

5.1.  The  shares  held by  "Attiki  Denmark  ApS" are  blocked  and  cannot  be
transferred in the following circumstances, except with the consent of the Board
of Directors  of the Company  which shall  require an approval by  five-sevenths
(5/7) of all the Directors in accordance with Article 10,  paragraph 2(j) hereof
irrespective  of whether the EDA shall  exercise  its rights of  pre-emption  in
respect thereof:

(a) before the date which  shall  correspond  to the eighth  anniversary  of the
Closing Date, as provided in Section 9.3(a) of the Shareholders Agreement if, as
a result of such  transfer,  either the shares of  "Attiki  Denmark  ApS" in the
Company would fall below forty per cent (40%) of the Company's  share capital or
if the final product,  which results from  multiplying  the percentage  interest
held by "Cinergy  Corp." in any class of shares in "Attiki Denmark ApS" (if more
than one class exists) by the percentage  interest held by "Attiki  Denmark ApS"
in the share capital of the Company would fall below twentyfour point ninetyfive
per cent (24.95%); or

(b) if, as a result of such  transfer,  a third  party  (other  than  DEPA,  its
associates  or any other  legal  entity  owned by the Greek  State)  would  hold
together with any associate of such person,  directly or  indirectly,  shares in
the Company and in the Thessaloniki Gas Supply Company S.A. .


For the  purposes of  paragraph  (b)  hereinabove,  a company is an associate of
another  where not less than twenty per cent (20%) of the voting  capital (i) of
the first company is either  directly or  indirectly  owned or controlled by the
second,  or (ii) of the second company is either directly or indirectly owned or
controlled  by the  first,  or (iii)  of each  company  is  either  directly  or
indirectly owned or controlled by a third company;

5.2.  Without  prejudice to paragraph  5.1 hereof and any provision of law which
would  prevent the exercise of rights of  pre-emption  in  accordance  with this
paragraph  5.2 hereof,  where any  shareholder  proposes to transfer any shares,
except,  in the case of "Attiki  Denmark  ApS",  if it  concerns  a transfer  as
provided  for in Article  5.3,  the  selling  shareholder  shall first offer the
shares to the other shareholders so as to enable them to exercise their right of
pre-emption as follows:

(a) The party  wishing to transfer its shares,  partly or in whole,  must serve,
against receipt,  to all other  shareholders,  a written statement including the
number of shares offered for sale, the price claimed by the selling shareholder,
the time period for the  settlement of this price,  as well as any and all other
terms and conditions related to the transfer of the shares.

(b) Any of the other  shareholders,  interested in acquiring the shares  offered
for sale, should notify,  against receipt,  the shareholder  offering his shares
within thirty (30) days from the receipt of the  notification to them,  pursuant
to the  terms  of the  preceding  paragraph.  The  answer  given  by each of the
interested  shareholders  cannot  include  a  counter  offer.  If more  than one
shareholder  expresses  interest in acquiring the shares offered for sale, under
the terms and conditions proposed by the selling shareholder, the shares offered
for sale shall be apportioned  between the interested  shareholders  pro rata to
their participation in the share capital on the day of the offer.

(c) In case of omission or lack of timely answer, as provided under the terms of
paragraph  (b)  hereof,  as well as in case of a  negative  answer  by all other
shareholders,  or acceptance  which does not accept the terms of the shareholder
offering  his shares for  purchase by the other  shareholders,  the  shareholder
wishing to  transfer  his shares may proceed  freely  with the  disposal of such
shares to any third party  whatsoever  at the same or a higher  price and on the
same  terms  and  conditions  that  he  included  in  his  offer  to  the  other
shareholders  after an approving  decision of the Board of Directors which shall
require an approval by five  sevenths  (5/7) of all the  Directors in accordance
with  article  10,   paragraph  2(j)  hereof.   The  Board  of  Directors  shall
substantiate  its  decision  in  the  case  of a  non  approving  decision.  The
transferor  shareholder  shall procure that the third party agrees in writing to
abide by any terms that the  transferor  shareholder  has agreed  with the other
shareholders and the Company, and to assume, with effect from the transfer date,
the obligations of the transferring shareholder.

5.3. The  provisions  of this article are not  applicable in case of transfer of
shares by "Attiki Denmark ApS" to an Affiliate Company. For the purposes of this
paragraph,  a company is an  Affiliate  of another  where one  hundred  per cent
(100%) of the share  capital (i) of the first  company is owned or controlled by
the second,  or (ii) of the second  company is owned or controlled by the first,
or (iii) of each  company is owned or  controlled  by a third  company.  In this
definition  "owned"  or  "controlled"  means  directly  or  indirectly  owned or
controlled.

5.4. Any transfer of shares of the Company in  violation  of the  provisions  of
paragraphs  5.1 to 5.3 of this  Article  shall  be null and void and of no legal
effect to the Company.

                                   CHAPTER C

                         Administration of the Company

                                   Article 6

1. Administrative  Bodies: The Company is administered by the Board of Directors
which consists of seven (7) members.

2.  Representation  of the  Company:  The Company is  represented  before  third
parties as well as before any public,  judicial or other authority, by its Board
of  Directors.  The Board of  Directors is entitled by a special  resolution  to
assign the representation of the Company to one or more persons  irrespective of
their being or not members of the Board of Directors.

                                   Article 7

1. Election of the Board of Directors:  The Board of Directors is elected by the
General  Assembly  following  a ballot  for a five (5) year  term  which  can be
extended until the date of the holding of the General  Assembly of the last year
of its term. In no case may the term exceed six (6) years.


2. Re-electable Board: The members of the Board of Directors may be shareholders
or non-shareholders and may always be re-elected and freely revoked.


3.  Unjustifiable  absence of a Member of the Board of Directors A member who is
unjustifiably  absent  from  five  (5)  consecutive  meetings  of the  Board  of
Directors,  properly convened  pursuant to these Articles of  Incorporation,  is
considered as having  resigned  following a relevant  resolution of the Board of
Directors,  unless the Board of  Directors  is  satisfied  that such  absence is
justified.  The date of such  resignation  is  considered  the date on which the
Board of Directors adopts the relevant resolution.

4. Replacement of Board Members: Upon the death, resignation or dismissal of any
member or members of the Board of  Directors,  the remaining  members,  provided
that there are at least four (4) present,  shall forthwith hold a meeting of the
Board of Directors and pass  resolutions to elect a replacement or  replacements
for the remaining  part of the term of their office and such  election  shall be
submitted  for approval to the first General  Assembly to be convened  after the
above  election.  In the event that an election  is not  approved by the General
Assembly, then the General Assembly shall elect a replacement or replacements of
the member or members of the Board of Directors whose positions are still vacant
always  for the  remaining  part of the term of office of the  member or members
they are replacing.  The actions taken during their term of office by any member
of the Board of Directors,  whose appointments were not subsequently approved by
the General Meeting, shall nonetheless be valid.

5. Appointment of Members of the Board of Directors by the Shareholders:

(a) The shareholder  "Attiki Denmark ApS" is entitled to appoint,  in accordance
with Article 18,  paragraph 3 of Codified Law 2190/1920,  two (2) members of the
Board of Directors  out of the seven (7) members  under the  condition  that the
total  number  of  shares  held  directly  by said  shareholder  in the  Company
represents at least twenty per cent (20%) of the share capital of the Company.

If the total number of shares held directly by "Attiki Denmark ApS" becomes less
than  twenty  per  cent  (20%)  but at  least  ten per  cent  (10%),  the  above
shareholder shall be entitled to appoint one (1) out of the seven (7) Directors.


If "Attiki  Denmark ApS" : (i) holds  directly more than forty per cent (40%) of
the share capital of the Company;  and (ii) the final product which results from
multiplying the percentage interest of "Cinergy Corp." in any class of shares in
"Attiki Denmark ApS" (if more than one class exists) by the percentage  interest
of "Attiki  Denmark ApS" in the share  capital of the Company,  is not less than
twenty  four  point  ninety  five per cent  (24.95%),  it shall be  entitled  to
nominate to the General Assembly of Shareholders for election one (1) additional
Director.

(b) "Attiki  Denmark ApS" will  exercise  this right by notifying the Company in
writing of the appointment of the Directors it is entitled to appoint,  at least
three (3) days before the  General  Assembly at which an election of a new Board
of Directors will take place. The said shareholder who exercises this right does
not participate in the election of the remaining  members of the Board. In order
for the shareholder to exercise this right,  the shares  representing  the above
mentioned percentages,  according to case (a) of para. 5 of this Article, should
be deposited to the Treasury of the Company or to the Public  Trustee  Office or
to any Bank in Greece,  and  certificates  of deposit should be submitted to the
Company at least five full days before the General Assembly of Shareholders. The
shares  should be  deposited  during the whole  term of office of the  appointed
Directors

(c) The members of the Board of  Directors so  appointed  may be removed  and/or
replaced only by the  shareholder who has appointed them. In the event of death,
resignation or retirement of an appointed  member of the Board of Directors only
the  shareholder who has the special right of appointment is entitled to appoint
the  replacement of such  director.  It is obligatory  that this  appointment is
approved by the Board of Directors.


(d) In the event that the above  mentioned  right of  election of members of the
Board of  Directors  is not  exercised  by the  Shareholder  entitled to it, the
relevant  member of the  Board of  Directors  shall be  elected  by the  General
Assembly, in which the Shareholder who did not exercise the aforementioned right
may participate and vote.

                                   Article 8

Election of Chairman,  Vice-Chairman and Appointment of Secretary:  The Board of
Directors  shall elect from among its members,  by an absolute  majority vote of
the members who are present or represented,  the Chairman and the Vice-Chairman.
The  Vice-Chairman  replaces the Chairman  when absent or hindered,  whereas the
Vice-Chairman  is replaced,  when absent or hindered,  by another  member of the
Board of  Directors to be  designated  by the Board of  Directors.  The Board of
Directors  shall also  appoint,  by  absolute  majority  of the  members who are
present and represented,  a Secretary,  who need not be a member of the Board of
Directors.  Such  elections  shall be carried out always at the first meeting of
the Board of Directors  after the General  Assembly which decided on the partial
or total  renewal of the members of the Board of  Directors.  The  Chairman  and
Vice-Chairman  of the Board of  Directors  can always be  re-elected  and can be
repealed.

                                   Article 9

Meetings  of the  Board  of  Directors:  The  Board  of  Directors  meets at the
registered office of the Company,  ordinarily at least once every calendar month
and on a  date  and  time  fixed  by the  Chairman  or the  Vice-Chairman  (when
substituting   him)  and,   extraordinarily,   whenever   the  Chairman  or  the
Vice-Chairman   (when  substituting  him),  deems  necessary  or  desirable  the
convention  thereof or whenever at least two (2) members  request it in writing,
in accordance  with Article 20 paragraph 5 of Codified Law 2190/1920.  The Board
of Directors may validly  convene at a place away from the  registered  offices,
either  locally  or  abroad,  provided  that  all its  members  are  present  or
represented  at the  meeting  and none of them  objects to the  meeting  and the
adopting of resolutions.

                                   Article 10

1. Quorum of the Board of Directors:  The Board of Directors  shall be in quorum
and duly in session whenever at least one half (1/2) plus one (1) of its members
are present in person or  represented  by proxy but in no case may the number of
the personally  present members be less than three (3). For the determination of
the said quorum  fractions,  if any,  are  omitted.  Exceptionally,  whenever an
increased  majority is required  pursuant to the provisions of these Articles of
Incorporation, the Board of Directors is in quorum and meets validly whenever at
least five (5) of its members are present or represented thereat.

2.  Adoption of a  Resolution:  The  resolutions  of the Board of Directors  are
validly  adopted  by  absolute  majority  of its  Directors  who are  present or
represented  at  the  meeting,  except  in  the  cases  where  the  Articles  of
Incorporation  require an increased majority.  In case of a tie vote such ballot
is repeated.  With respect to personal matters the Board of Directors decides by
secret  ballot.  Each member has only one (1) vote and if he represents  one (1)
absent member then he has two (2) votes.

Exceptionally,  for the following  restrictively listed actions, the resolutions
of the Board of Directors,  require  approval by five -sevenths (5/7) of all the
Directors. More specifically these actions are the following:

(a) Reservation  made to the provisions of Article 10 of Codified Law 2190/1920,
acquisition by purchase,  lease or otherwise of any interest in real property as
well as sale, exchange, creating any mortgage or other disposition,  encumbrance
or security over any property or other assets of the Company.

(b) Reservation made to the provisions of Article 23a of Codified Law 2190/1920,
the granting of credits by the Company,  other than those  created by commercial
debts in the ordinary course of business.

(c)  Payment of salaries  or other  remuneration  to the members of the Board of
Directors under the condition of their prior approval by the General Assembly.

(d)  Delegation of authorities of the Board of Directors to members of the Board
of Directors or third parties.

(e)  Approval  of the  annual  financial  statements  of  the  Company  and  any
substantial amendments thereto.

(f) Appointment and removal or replacement of the General Manager of the Company
and delegation of the authorities and  responsibilities  to the person appointed
as General Manager including any changes to the delegated authorities.

(g)  Formation  of  subsidiaries  or  participation  of the Company in any other
companies.

(h) The  assumption  of loans of any kind each  exceeding  one thousand  million
(1.000.000.000)  GRD99 and the granting of mortgages or pledges on the assets of
the Company, each exceeding one hundred million (100.000.000) GRD99.

(i) The prior approval of any award and material  amendment of contracts  having
an initial  aggregate  value in excess of one thousand  million  (1.000.000.000)
GRD99,  where the other  contracting  party is a  Shareholder  or Associate of a
Shareholder,  and of any award and material amendment of all contracts having an
initial  aggregate  value in excess of two  thousand  and five  hundred  million
(2.500.000.000) GRD99. .

(j) The  approval  of the  transfer  of shares in  accordance  with  Article  5,
paragraphs 5.1 and 5.2(c) hereof.

(k) The  setting of  guidelines  for  entering  into  contracts  and  employment
contracts,  including  secondment contracts and entering into any such contracts
except in accordance with such guidelines.

(l) Amendment to the gas supply  agreement signed with Public Gas Corporation of
Greece (DEPA) S.A.; and

(m) Consent for amendment to the Gas Distribution Licence.

3. Representation of Members of the Board of Directors:  A member absent for any
reason  from a  meeting  of the  Board  of  Directors  shall be  entitled  to be
represented  by another  member of the Board of Directors who shall be appointed
by the absent member by letter, telegram or fax addressed to the Chairman of the
Board of Directors.  In no case, however, may a member of the Board of Directors
represent more than one (1) other member.

4. Minutes of the Board of  Directors:  The  Secretary of the Board of Directors
shall  keep  the  minutes  of the  discussions  and  decisions  of the  Board of
Directors  recorded  in the minute book which shall be signed by the members who
are present.  Such minutes shall  evidence the  decisions  taken by the Board of
Directors.  No Director (or his  representative)  shall be entitled to refuse to
sign the minutes of a meeting at which he was present,  but shall be entitled to
have his opinion noted in the relevant  minutes.  The refusal by a member who is
present at the  meeting,  to sign the minutes,  shall not  invalidate a decision
taken at the meeting, provided that his refusal to sign is noted in the minutes.
Copies of abstracts of the minutes  shall be certified and  distributed  to each
member of the Board of Directors by the  Chairman or his  substitute  or by such
other person empowered to do so by the Board of Directors.

5. In this  Article 10 and Article 11, where any amount is specified in "GRD99",
means that in each year beginning on 1 January, such amount shall be adjusted by
a factor  calculated as I/I0,  where I is the average of the values of the Greek
Consumption Index published by the National  Statistical Service for each of the
twelve (12) months ending 31st December in the year  preceding such year, and I0
being the average of such values for each of the twelve (12) months  ending 31st
December 1999.

                                   Article 11

Competence  of  the  Board  of  Directors:   The  Board  of  Directors,   acting
collectively,  shall administer the corporate affairs of the Company.  The Board
of  Directors  shall make all  decisions  affecting  the Company  (except  those
decisions  which by law or these  Articles  fall  within the  competence  of the
General  Assembly of the  Shareholders)  and shall take all  necessary  steps in
relation thereto. Without limiting the generality of the foregoing, the Board of
Directors:

(a) represents the Company in court and extra-judicially;

(b) initiates and carries out court  actions,  either as plaintiff or defendant,
and confiscations,  registers prenotations of mortgages and mortgages,  consents
to their lifting, waives privileges,  court actions and legal remedies,  reaches
settlements judicially and extra-judicially and concludes arbitrations;

(c) acquires,  establishes or transfers real and personal  rights on movable and
immovable  properties,  subject to  Article 10 of  Codified  Law  2190/1920  and
obligations  and concludes  agreements  of all kinds,  subject to Article 23a of
Codified Law 2190/1920, and participates in public or other tenders;

(d) hires,  appoints and dismisses employees and agents of the Company,  settles
their  remuneration  and salaries and grants and rescinds all general or special
authorisations on behalf of the Company;

(e) issues, accepts and signs guarantees,  endorses promissory notes, letters of
credit, cheques and in general all negotiable instruments;

(f)  approves   agreements   exceeding  the  amount  of  five  hundred   million
(500.000.000) GRD99 .

(g)  approves  the  pricing  policy of the  Company as  proposed  by the General
Manager  within the limits set by the Gas  Distribution  Licence and reviews the
budget as submitted by the General Manager.

(h) verifies the books and accounts and prepares the annual  financial  accounts
and balance sheet of the Company, recommends the amortisations to be made of the
facilities and the writing-off of doubtful  claims and recommends  profits to be
distributed; and

(i)  regulates  the  internal  operation  of the  Company  and  issues  relevant
regulations  and in  general,  carries  out all  acts of  administration  of the
Company and the property thereof and disposes of all the requisite authority and
rights  to  administer  corporate  interests  and  does  all  things  as  may be
appropriate or considered beneficial in connection with or in furtherance of the
objects of the Company.

                                   Article 12

Delegation  of  the  authorities  of  the  Board  of  Directors  to  Members  or
non-Members:  The Board of Directors may, by resolution  adopted by an increased
majority of five sevenths (5/7) of its members being present and/or  represented
thereat,  delegate  the  exercise  of all or part of its rights and  authorities
relating to the management,  administration and representation of the Company to
one or more persons,  appointed  either among its members or not and in any case
under the  supervision  and  within the  limits  and  restrictions  the Board of
Directors  is  subject  to.  The  title  and  delegated  authority  to each such
person(s)  is always  determined  by the  resolution  of the Board of  Directors
appointing them.

                                   Article 13

Responsibility of Board Members:  Each member of the Board of Directors shall be
responsible  towards  the  Company  for its  acts in the  administration  of the
corporate affairs of the Company. Each member shall be responsible specifically,
if by reason of wilful misconduct or gross negligence,  there exist omissions or
false  statements  in the balance  sheet of the Company  which  conceal the true
position of the Company.  This exception  shall not apply to the General Manager
of the  Company,  who shall be  obliged  to  exercise  at all  times the  utmost
diligence.  The members of the Board of Directors and the General  Manager shall
not be responsible  for acts or omissions based on lawful  decisions  adopted by
the General Assembly.

                                   Article 14

Obligations of the Board  Members:  It is forbidden for the members of the Board
of  Directors,   managers  and  senior  officers  of  the  Company  to  exercise
professionally  in Greece  directly or indirectly,  officially or  unofficially,
without  the  prior  permission  of  the  General  Assembly,  any  or all of the
objectives  of the  Company  or  businesses  similar  to such  objectives  or to
participate in partnerships  having similar  objectives  either personally or in
collaboration with third parties. In case of violation of the above prohibition,
the Company is entitled to indemnification and the responsible party, if he is a
member of the Board of Directors,  shall be removed from office by resolution of
the Board of  Directors  and if such  person is a highly  ranked  officer of the
Company he shall be dismissed without receiving any compensation. In such cases,
paragraphs 2 and 3 of Article 23 of Codified Law 2190/1920 are also applicable.

                                   CHAPTER D

                                General Assembly

                                   Article 15

Competence of the General Assembly:  The General Assembly of the shareholders is
the supreme  corporate body of the Company and shall take decisions on corporate
matters appropriate for determination by the shareholders.  Its lawful decisions
shall be binding on all  shareholders  including  any absent  and/or  dissenting
shareholders.  In  particular,  the  General  Assembly  shall be the  sole  body
competent to decide on:

(a) Any subject submitted to it by the Board of Directors or by parties entitled
by the law or the Articles to convene the meeting;

(b) Amendment of these Articles of  Incorporation.  Such amendments may include,
but are not  limited to, any  increase  or decrease of the share  capital of the
Company,  with the exception of increases  imposed by law, the winding up of the
Company, the change of the Company's country of incorporation,  the extension of
the Company's duration and its merger with another enterprise, split, conversion
and  revival of the  Company  with the  exception  of the  Company's  absorption
according  to Article 78 of Codified Law  2190/1920  and the  conversion  of its
shares from registered to bearer and vice-versa.

(c) The  election  of the Board of  Directors  except  in the case of  Article 7
paragraph 4 and 5 hereof,  and of the  auditors and the  determination  of their
remuneration;

(d) The approval or amendment of the annual financial statements prepared by the
Board of Directors and distribution to the shareholders of the net profits;

(e)  The  approval,   under  specific   voting  carried  out  nominally  of  the
administration  by the Board of Directors  and of the discharge of the Directors
and  auditors  from any  responsibility,  following  the  approval of the annual
financial  statements  and the hearing of the report on the Board's  activities.
Members of the Board of Directors of the Company are not entitled to participate
in the above voting;

(f) The conclusion of loans by issuance of anonymous bonds;

(g) The appointment of liquidators, in case of liquidation of the Company; and

(h) The  initiation  of  court  proceedings  against  members  of the  Board  of
Directors or auditors,  for violation of their duties  deriving from the Law and
these Articles of Incorporation.

                                   Article 16

                     Participation in the General Assembly:

(a) Every  shareholder  is  entitled  to  attend,  participate  in and vote at a
General Assembly,  either in person or by a representative,  provided that it is
the owner of at least one (1)  ordinary  share  (whether  or not fully paid up).
Minors,  persons  under  judicial  interdiction  or  administration,  and  legal
entities,  shall be  represented by their legal  representatives.  The documents
appointing  such  representatives  must be dated and bear the  signature  of the
person who issued them and need not be notarised.

(b) Any  corporation  which is a  shareholder  of the Company may, in accordance
with its corporate powers,  authorise such person as it thinks fit to act as its
representative  at any  General  Assembly.  The persons so  authorised  shall be
entitled  to  exercise  the same  powers on behalf  of such  corporation  as the
corporation could exercise if it were a non-corporate shareholder of the Company
and such corporation shall, for the purposes of these Articles,  be deemed to be
present  in person at any such  meeting,  if a person so  authorised  is present
thereat.

                                   Article 17

1.  Convocation of the General  Assembly by the Board of Directors.  The General
Assembly is convened by the Board of Directors,  which determines also the items
of the agenda,  and is held at the  registered  office of the Company  regularly
once a year within the first six (6) months from the end of the Company's fiscal
year.  The Board of Directors is entitled,  whenever it deems it  necessary,  to
call an extraordinary  General Assembly.  Exceptionally,  the convocation of the
General  Assembly is permitted in any other place located  within the country of
the  registered  office of the Company upon special  permission of the pertinent
authority  which  determines  also the terms  under  which  such  permission  is
granted. Such permission is not required whenever shareholders  representing the
entire  share  capital  are  present  or  represented  at  the  meeting  and  no
shareholder objects to the holding of the meeting and adoption of resolutions.

2. Convocation of the General Assembly by the Minority Shareholders. The General
Assembly  may also be convened at the request of  shareholders  representing  at
least one twentieth  (1/20) of the paid-in share capital of the Company provided
that they shall file an application  mentioning the reasons for such convocation
and deposit their shares with either the treasury of the Company or the Deposits
and  Loans  Fund or with  any  banking  institution  in  Greece.  Provided  such
application is filed, the Board of Directors is obliged to call an extraordinary
meeting of the General Assembly, fix the date of such meeting within thirty (30)
days at the latest from the date of service of the relevant  application  to the
Chairman of the Board of Directors  and determine the items of the Agenda as are
mentioned in the application.


3. Adjournment of General Assembly.  At the request of shareholders  holding one
twentieth  (1/20) at least of the paid-in  share  capital,  the  Chairman of the
General  Assembly  is obliged to  adjourn,  but only once,  the  adoption of any
resolution of an ordinary or extraordinary  General Assembly and fix as new date
of the  meeting  in order to decide on all  items  for  which the  decision  was
postponed the date mentioned in the shareholders  request which can not be later
than thirty (30) days from the date of the adjournment. The adjourned meeting of
the General  Assembly is considered to be a continuation of the previous meeting
and the  fulfilment of the  publication  formalities  for the  invitation of the
shareholders  is not  required.  In  any  such  meeting,  new  shareholders  may
participate,  the  provisions  of Article 27  paragraph 2 and 28 of Codified Law
2190/1920, being also applicable.


4. Invitation for Participation in the General Assembly. The invitations for the
meeting of the General  Assembly are published:  (a) at least ten (10) full days
prior to the date  thereof in the  Anonymous  and  Limited  Liability  Companies
Bulletin of the  Government  Gazette;  and (b) twenty (20) full days,  at least,
prior to the date of the meeting in one daily  newspaper  of Athens  among those
having in the Board of Directors'  opinion, a large circulation and in one daily
financial  paper,  among  those  determined  by  decision  of  the  Ministry  of
Development,  according to the  provisions of Article 26 paragraph 2 of Codified
Law  2190/1920  and, in the case the Company does not  maintain  its  registered
offices  within  the area of the  Prefecture  of  Attiki  in one of the daily or
weekly local newspapers  published at the seat of the Company and in case such a
newspaper does not exist in one daily or weekly newspaper from those circulating
at the capital of the Municipality  where the Company is seated.  Exceptionally,
if the Company is seated at a Prefecture of the Attica  Prefecture,  outside the
borders of the  Municipality of Athens,  the invitation must be published in one
at least daily or weekly  newspaper  from those  circulating  at the seat of the
company and, in case such a newspaper does not circulate in this area, in one at
least  daily or  weekly  newspaper  from  those  circulating  at the seat of the
Prefecture  where the  Company is  established.  Said  invitations  must also be
posted in a  conspicuous  place in the offices of the  Company  twenty (20) full
days,  at  least,  prior to the date of the  meeting.  In case of an  obligatory
adjournment,  the invitations for the adjourned  meeting of the General Assembly
must be posted,  as stated above,  ten (10) full days at least prior to the date
of the meeting and must also be published in the Anonymous and Limited Liability
Companies  Bulletin of the Government Gazette five (5) full days at least, prior
to the date of the meeting and in the abovementioned  daily and financial papers
ten (10) full days, at least, prior to the date of the meeting.  The invitations
referred to above must  indispensably  mention  the place,  date and time of the
meeting, as well as the items of the agenda in every possible detail.

5.  Agenda.  The General  Assembly,  whether  regular or  extraordinary,  cannot
discuss or decide on matters which are not included in the agenda of the meeting
unless  all the  shareholders  holding  the  totality  of the  shares are either
present or  represented  and agree to discuss  and  resolve  items which are not
included in the agenda.

6. Various Procedural Issues.

(a) Ten (10) days prior to any ordinary General Assembly meeting, the Company is
obliged  to  deliver to any  shareholder  applying  for it, a copy of the annual
financial  statements  together  with  the  relevant  reports  of the  Board  of
Directors and of the Auditors.

(b) Forty-eight (48) hours prior to any meeting of the General Assembly,  a list
of the  shareholders  having  the right to vote at the  meeting  and/or of their
representatives  must be posted at a conspicuous place in the Company's offices,
such list indicating the names of shareholders and of their representatives,  if
any,  their  addresses  and the  number of shares  and votes held by each one of
them.

(c) The Board of Directors is obliged,  at the request of  shareholders  holding
one twentieth (1/20) of the paid-in share capital, submitted to the Company five
(5) full days prior to the date of an ordinary General Assembly meeting, to: (i)
inform the General Assembly of the amounts paid by the Company to members of the
Board of Directors  or managers or other  employees of the Company and any other
consideration  paid to such  persons by the  Company  for any reason  whatsoever
during  the last  two (2)  years;  and (ii)  supply  the  requested  information
regarding the Company's  affairs to the extent such information is useful for an
actual evaluation of the items of the agenda.  The Board of Directors may refuse
to supply the requested information for good and substantial reasons, which must
be set forth in the minutes.

(d) At the request of shareholders  holding one third (1/3) of the paid-in share
capital  submitted to the Company  within the period  mentioned in the preceding
paragraph and provided such  shareholders  are not  represented  in the Board of
Directors,  the Board of  Directors  is  obliged  to furnish to them or to their
representatives  either during the meeting of the General  Assembly or, if it so
prefers,  prior  thereto,  information  regarding  the  course of the  Company's
affairs  and of its  assets.  The  Board of  Directors  may  refuse to give such
information for any good and substantial reason which, in such case, must be set
forth in the minutes.


(e) In the cases  mentioned in the second section of  subparagraphs  (c) and (d)
above, if any dispute arises,  concerning  whether or not the claimed reasons of
refusal are well founded, such dispute shall be resolved by the One-Member First
Instance Court of the area wherein the Company's  registered office is situated,
judging according to the summary  proceedings for safety measures.  By the Court
Order to be issued by the said  Court,  the  Company  may be obliged to give the
information it refused earlier.

(f) In all abovementioned cases of paragraphs 3 and 6, subparagraphs (c) and (d)
of this article,  shareholders exercising the rights granted to them thereby are
obliged to deposit their shares granting to them the relevant  right,  according
to Article 28 of Codified  Law  2190/1920  and  Article 18 of these  Articles of
Incorporation.  Such  deposit  must be made on the day such request is submitted
and shall  last  until the  General  Assembly  is held,  whereas  in the case of
paragraph  6,  subparagraph  (e) the  deposit of the shares  must last until the
judgement of the pertinent court is rendered.

                                   Article 18

1.  Formalities  for the  Participation  in the  General  Assembly  - Deposit of
Shares:  The  shareholders  are obliged,  in order to participate in the General
Assembly  meeting,  to deposit  their shares with the treasury of the Company or
with the Deposits and Loans Fund or with any banking institution, duly operating
in Greece or abroad,  at least five (5) days  before the date so fixed.  In case
the shares will be deposited in a bank  operating  abroad the invitation for the
General Assembly meeting should make reference of such bank.

2.  Deposit  and  Deposit  Receipt:  At least five (5) days prior to the General
Assembly  meeting,  the shares or the receipts of the deposit of the shares made
as set forth in the preceding  paragraph 1, as well as the power of attorney and
any other authorisation  document of the persons  representing the shareholders,
must be deposited with the Company.  The Company  delivers to the depositor(s) a
receipt  which shall be used by the person who will  participate  in the General
Assembly meeting as an entry permit.

3.  Consequences  in  Case  of  Omission  of  the  Formalities:  Failure  by any
shareholder to comply with the  formalities  specified in this Article  deprives
the shareholder from the right to participate in the General  Assembly  meeting,
unless such meeting, being in quorum, permits his participation.

                                   Article 19

1. Ordinary Quorum at the General  Assembly:  The General Assembly meeting is in
quorum and decides  lawfully on all items of the agenda,  except those expressly
mentioned in paragraph 2 of this Article, whenever shareholders holding at least
one half (1/2) less one share of the paid-in share  capital of the Company,  are
either present or represented at the meeting. If such quorum is not obtained the
General  Assembly  meeting  shall convene again within twenty (20) days from the
date of the first meeting,  provided the invitations for such adjourned  meeting
are made ten (10) full days prior to the day of such new  meeting.  The  General
Assembly which is convened by virtue of said invitation is in quorum and decides
lawfully  on all items of the  original  agenda,  irrespective  of the number of
shareholders present thereto.

2.  Extraordinary  Quorum of the General Assembly:  Exceptionally,  in all cases
concerning  (a) the change of the Company's  country of  incorporation;  (b) the
change  of  the  Company's  objects;  (c)  the  increase  in  the  shareholders'
obligations;  (d) the increase of the share  capital of the  Company,  exception
made to the cases imposed by law or realized by capitalization of reserves;  (e)
the decrease of the share capital;  (f) the issuance of debenture loans; (g) the
distribution   of   dividends   and/or  the  change  of  the  method  of  profit
distribution;  (h) the  approval  of the  annual  financial  statements,  or the
amendment thereof; (i) the establishment of an extraordinary reserve fund or any
other  reserve in excess of the  compulsory  reserve fund  required  pursuant to
Article  26 of  these  Articles  of  Incorporation  and the Law  (Article  44 of
Codified  Law  2190/1920);  (j) the sale of all the business and fixed assets of
the Company; (k) the merging, conversion,  revival of the Company, the extension
of the  duration  of the  Company or the  dissolution  of the  Company;  (l) the
conversion  of the shares  from  registered  to bearer and  vice-versa;  (m) the
salaries or other remuneration paid to the Directors of the Board and (n) in any
other case for which the law requires an increased  quorum for the adoption of a
specific  resolution by the General  Assembly,  then the General  Assembly is in
quorum and convenes  lawfully to decide on the items of the agenda provided that
the  shareholders  who are present or  represented  thereat hold three  quarters
(3/4) of the paid-in  share  capital of the  Company.  In case no such quorum is
obtained, the General Assembly is called again within twenty (20) days as of the
date of the  postponed  session  and is in quorum and  decides  lawfully  on the
matters  of the  original  agenda,  provided  shareholders  holding at least two
thirds  (2/3) of the  paid-up  share  capital  of the  Company  are  present  or
represented  thereat. In case such quorum is not obtained,  the General Assembly
is invited  and  convened  again as stated  above and is in quorum  and  decides
lawfully on all matters of the original agenda, provided shareholders holding at
least one half  (1/2)  plus one (1) share of the  paid-in  share  capital of the
Company are present or represented at it.

                                   Article 20

1. Adoption of  Resolutions  by the General  Assembly:  The  resolutions  of the
General  Assembly  are adopted by an  increased  majority of at least two thirds
(2/3) of the shares and votes represented thereat.

2. Roll Call Voting:  At the request of shareholders  representing one twentieth
(1/20) of the paid-in share capital of the Company,  the adoption of resolutions
on any item on the agenda is effected by a roll call.

3.   Extraordinary   Majority:   Exceptionally,   in  all  cases  for  which  an
extraordinary quorum is required in accordance with the provisions of Article 19
paragraph 2 hereof,  then the  resolution of the General  Assembly is adopted by
the  increased  majority  of  three  quarters  (3/4)  of the  shares  and  votes
represented at the meeting.

                                   Article 21

Chairman  and  Secretary of the General  Assembly:  The Chairman of the Board of
Directors or his deputy, if he is absent or hindered,  presides temporarily over
the General Assembly  appointing one or two Secretaries among those shareholders
present and/or non-shareholders, until such time as the list of the shareholders
entitled to  participate  in the meeting is approved  and the regular  presiding
Board of the General Assembly is elected.  Such Board consists of a Chairman and
of  one or  two  Secretaries  who  also  perform  vote  collecting  duties.  The
presidency  of the  General  Assembly  is elected by ballot,  unless the General
Assembly itself decides otherwise or unless the Law determines otherwise.

                                   Article 22

1. Minutes of the General  Assembly:  The  discussions  held and the resolutions
adopted by the General Assembly are recorded in minutes,  signed by the Chairman
and the  Secretary  thereof.  Following  the  request  of any  shareholder,  the
Chairman  is  obliged  to  record  in the  minutes  an  exact  summary  of  such
shareholder's  opinion.  The  Chairman of the Board of  Directors  or any of the
persons referred to in Article 10 paragraph 4 of these Articles,  is entitled to
issue copies of the above minutes. After the dissolution of the Company, as well
as during its liquidation, the copies of the minutes are authenticated by one of
the liquidators.

2. Recording of  Shareholders  List: In the book where the minutes are recorded,
the list of present or represented shareholders of the meeting is also recorded.
Such list  contains the data  provided for by Article 27 paragraph 2 of Codified
Law 2190/1920.

                                  CHAPTER 'E'

                          Auditors and Minority Rights


                                   Article 23

1. Election of Auditors: For the audit of the books and accounts of the Company,
the regular  General  Assembly elects one regular  chartered  accountant and one
deputy thereof,  according to Articles 36 and 42a of Codified Law 2190/1920.  By
the resolution which appoints the auditors their fees are also  determined.  The
auditors  are always  re-electable.  The  provisions  of  paragraphs  7 and 8 of
Article 42a of Codified Law 2190/1920 apply accordingly.

2. Duties and Rights of  Auditors:  The auditors are entitled at any time during
the term of their  office to audit any and all books and accounts of the Company
and,  after the end of the  Fiscal  Year,  they are  obliged to audit the annual
financial  statements  and submit to the  regular  General  Assembly a report of
their findings.  From such report there should clearly result whether, after the
audit of the  correctness  and  legality  of the entries  made in the  corporate
books,  the annual accounts affect the financial  position of the Company on the
last day of the  audited  period,  and  whether  the  profits  and loss  account
reflects the results  deriving  therefrom.  The  auditors  are also  entitled to
request from the  Chairman of the Board of  Directors  to call an  extraordinary
meeting of the General  Assembly.  Such meeting is obligatorily  convened by the
Board of Directors  within ten (10) days from the  notification  of the relevant
request to the Chairman  thereof and the items of the agenda of this meeting are
as determined in said request.

3. Appointment and Refusal  thereof:  Within five (5) days from the day on which
the General Assembly  appointing the auditors is held, such appointment shall be
notified to the  appointees  by the Company  and, if they do not refuse the same
within five (5) days from such notification,  they shall be considered as having
accepted the appointment and shall be subject to all liabilities and obligations
of Article 37 of Codified Law 2190/1920.

4. In  addition  to the  information  provided  in  paragraph 1 of Article 37 of
Codified Law 2190/1920,  the auditor's report should provide the following:  (a)
whether  the  notes on the  statement  include  the  information  stipulated  by
paragraphs  1 and 2 of Article 43a of Codified  Law  2190/1920;  and (b) whether
there  exists the  verification  provided  by  paragraph  3(c) of Article 43a of
Codified Law 2190/1920.

5. The  auditors  of the  Company,  apart  from the  obligations  stipulated  in
paragraphs  1 and 2 of Article 37 of Codified  Law  2190/1920,  must also verify
that the  contents  of the report of the Board of  Directors  correspond  to the
relevant financial statements.  For such purpose, the report must be provided to
the auditor at least thirty (30) days in advance of the General Assembly.

                                   Article 24

1. Audit by the Small Minority:  Shareholders  representing one twentieth (1/20)
at least of the paid-in  share  capital of the Company,  are entitled to request
the  audit of the  Company  by the One  Member  Court of First  Instance  of the
registered office of the Company,  in accordance with the relevant provisions of
article 634 of the Code of Civil Procedure, if they consider probable that, as a
result of the charges made,  the  provisions of the Law or of these  Articles of
Incorporation or of the resolutions of the General Assembly, have been violated.
In all above cases, the charged actions must have been committed within a period
not  exceeding  two (2) years from the date of approval of the annual  financial
statements of the fiscal year within which such actions were committed.

2. Audit by the Greater Minority:  Shareholders of the Company  representing one
third (1/3) of the paid-in share capital, may, under the provisions set forth in
the  preceding  paragraph,  request  from the  competent  court the audit of the
Company  provided  that,  from the  general  course  of the  Company's  business
affairs,  it may be  concluded  that  the  management  of these  affairs  is not
exercised as required by an honest and wise administration.  This provision does
not apply if the requesting minority is represented in the Board of Directors of
the Company.

3. Deposit of Shares. The applicant shareholders under the paragraphs 1 and 2 of
this Article must, until a decision on their  application is rendered and in any
case for a period not less than thirty (30) days from the day of  submission  of
such  application,  maintain  in deposit  their  shares  which  entitle  them to
exercise  the above  right,  with the  Deposits  and Loans Fund or with any duly
established bank in Greece or abroad.

                                  CHAPTER 'G'

                    Dissolution - Liquidation of the Company

                                   Article 28

1. Dissolution of the Company: The Company is dissolved:

(a) Upon  expiration  of its  duration,  as defined in Article 1  paragraph 5 of
these Articles of  Incorporation,  except where the General  Assembly,  which is
convened  obligatorily  prior to such  expiration  date,  decides  to extend the
Company's  duration in accordance with the provisions of Article 19, paragraph 2
and Article 20 paragraph 3 hereof; and

(b) Upon decision of the General Assembly,

(c) Upon the Company being declared bankrupt,  as provided for by Article 47a of
Codified Law 2190/1920.

2. In all cases where the Company's  total  assets,  as determined in the sample
balance  sheet set forth in Article 42c of Codified  Law  2190/1920,  constitute
less than one half (1/2) of the paid-in share capital, the Board of Directors is
obliged to convene the General Assembly,  within a six (6) month time limit from
the end of the Fiscal  Year,  for  deciding  whether or not the Company  will be
dissolved or any other remedy will be adopted.

3. Concentration of Shares.  Without prejudice to any contrary provision of law,
the concentration  of all  the  Company's  shares  in  the  hands  of a  single
shareholder does not constitute reason for the dissolution of the Company.

4. Liquidation. Except in the case of bankruptcy, the dissolution of the Company
shall be followed  by its  liquidation.  In the case of  paragraph 1 (a) of this
Article,  the Board of Directors will act as liquidator,  until  liquidators are
appointed by the General  Assembly,  whereas in the case of paragraph  (b) above
the General  Assembly will appoint the  liquidators  by its  resolution  for the
dissolution of the Company.

5. Revival of Company.  If the Company has been  dissolved due to the expiration
of its  duration or by a  resolution  of the General  Assembly  or, if after its
bankruptcy declaration, a compromise settlement or rehabilitation is reached, in
accordance  with the  bankruptcy  Law  provisions  in force,  the Company may be
re-instated by a resolution of the General Assembly,  adopted in accordance with
the  provisions  of Articles  19  paragraph  2 and 20  paragraph 3 hereof.  Such
resolution is precluded if the  distribution of the Company's assets has already
begun.

                                   Article 29

1.  Liquidation of the Company - Liquidators:  In any case of  liquidation,  the
General Assembly  determines the method of liquidation of the corporate affairs,
appointing two (2) or three (3) liquidators and fixing their remuneration.

2. Competency of Liquidators:  The liquidators substitute the Board of Directors
and their  appointment  entails  ipso-jure the  termination of the powers of the
Board of Directors.  The  liquidators  have all the  authorities of the Board of
Directors  as well  as any  other  authority  assigned  to them by the  relevant
resolution of the General Assembly.

3. Obligations of Liquidators:

(a) The  liquidators  must, on assuming  their duties,  make an inventory of the
Company's  assets and draw-up a balance  sheet,  publish  copies  thereof in the
press and in the Bulletin of Anonymous Companies and Limited Liability Companies
of the Government Gazette and submit a copy thereof to the competent supervising
authority.  Further,  the liquidators  must publish a balance sheet according to
Article  7a  paragraph  (l)  of  Codified  Law  2190/1920  and  proceed  to  the
publications of paragraphs (m) and (n) of the said Article. The liquidators have
the same obligation for  publication of a balance sheet upon  termination of the
liquidation.

(b) The  liquidators  must  complete  without  delay the pending  affairs of the
Company,  liquidate  the  corporate  property,  pay its  debts and  collect  its
receivables.  They may proceed  with new acts  provided  that the same serve the
liquidation and the Company's interests. The liquidators may also dispose of the
real  property of the  Company,  the  corporate  business in its entirety or any
division thereof,  or particular fixed assets of the Company but only after four
(4) months from the dissolution of the Company.  Within four (4) months from the
dissolution of the Company,  any Shareholder  and/or creditor of the Company may
request  from the  One-Member  Court of First  Instance  of the area  where  the
registered offices of the Company are located,  which Court deliberates pursuant
to Articles 739 et seq. of the Code of Civil Procedure, to determine the minimum
sale price of the real  property,  any division or parts or the entire  company.
Such decision is binding upon the liquidators and is not subject to any ordinary
or extraordinary means of appeal.

(c)  The  annual  financial  statements,  as  well  as the  financial  statement
regarding  the  completion of the  liquidation  shall be approved by the General
Assembly.  The  results of the  liquidation  shall be  submitted  to the General
Assembly of the Shareholders annually together with a report on the reasons that
hindered the completion of the liquidation.  Upon completion of the liquidation,
the liquidators  shall draft the final financial  statements which are published
in the  Government  Gazette  -  Bulletin  of  Anonymous  Companies  and  Limited
Liability Companies,  refund the contribution of the Shareholders and distribute
the  remaining  proceeds of the  liquidation  of the  Company's  property to the
Shareholders in proportion to their participation in the paid-in share capital.

(d)  Within  thirty  (30) days from the  receipt  of a request  by  shareholders
representing one twentieth (1/20) of the paid-in share capital,  the liquidators
are obliged to convene the General  Assembly  and to  determine  its agenda,  in
conformity to the request.

(e) The  liquidation  phase  may not  exceed  five  (5)  years  from  the day of
commencement of the  liquidation,  when the Company is deleted from the Registry
of Anonymous  Companies.  The  continuation of the liquidation  beyond the above
period  of five  (5)  years  requires  a  special  permission  by the  Competent
Authority.  In any event,  the  liquidation  may not exceed a period of ten (10)
years.

4. Liquidation  Proceeds:  The Company's  liquidation  proceeds,  after the full
payment  of its  liabilities,  belong  to its  shareholders  and is  distributed
amongst them on a pro-rata basis to the number of shares held by each one.

For the purposes of the liquidation,  the value of the Gas Distribution  Licence
to be issued in the name of the  Company by virtue of Law 2364 of 1995,  as well
as of any associated rights thereof shall not be considered for the distribution
of the liquidation proceeds.

                                   Article 30

1. The General Assembly during the Liquidation:  During the liquidation  period,
the  General  Assembly  maintains  all its rights and  convenes,  discusses  and
decides in accordance  with the provisions of Articles 15 to 22 hereof,  whereas
the liquidators are carrying out all actions which according to Articles 6 to 14
of these Articles of Incorporation  are assigned to the Board of Directors.  The
General Assembly approves the final accounts of the liquidation.

2.  Provisional  Chairman and  Secretaries  of the General  Assembly:  Until the
election  of its final  Chairman  and  Secretary  or  Secretaries,  the  General
Assembly is presided over by the owner of the greatest number of shares with one
(1) of the most recent shareholders, appointed by it, to act as Secretary.

                                   CHAPTER H

                               General Provisions

                                   Article 31

1.  Contribution of the Initial Share Capital.  The share capital of the company
as described in Article 3 hereof amounts to GRD one hundred eighteen billion two
hundred twenty four million four hundred ninety thousand  (118.224.490.000)  and
is divided into eleven  million eight  hundred  twenty two thousand four hundred
forty nine (11.822.449)  shares of a par value of GRD ten thousand (10.000) each
and  will be  subscribed  for by the  founders/shareholders  of the  Company  as
follows:

(a) Attiki Gas  Distribution  Company S.A. will subscribe for six million twenty
nine  thousand  four hundred  forty nine  (6.029.449)  shares of a total nominal
value of GRD sixty billion two hundred  ninety four million four hundred  ninety
thousand (60.294.490.000) representing fifty one per cent (51%) of the Company's
share capital; and

(b) "Attiki  Denmark ApS" will  subscribe for five million seven hundred  ninety
three  thousand  (5.793.000)  shares of a total nominal value of GRD fifty seven
billion nine hundred thirty million (57.930.000.000) representing forty nine per
cent (49%) of the Company's share capital.

2. Payment of Share  Capital:  The share capital of the Company is to be paid up
as follows:

2.1. "Attiki Gas Distribution  Company S.A." will fully pay up its participation
in the share capital of the Company by contributing in kind:

(a) the rights of programming,  studying, designing, constructing and exploiting
the network;

(b) the  right to sell  natural  gas  within  the  geographical  region  area of
prefecture of Attiki;

(c) the right of use of the network  medium and low  pressure  which has already
been constructed by DEPA as well as the network of DEFA;

(d) the rights  deriving  from the gas supply  agreements  and the  construction
agreements.

The  evaluation  of the above  contribution  in kind by Attiki Gas  Distribution
Company S.A. has been exempted from the evaluation  proceedings of the Committee
specified by the Article 9 of Codified Law 2190/1920, according to Law 2773/99.

2.2. The value of the shares to be subscribed by Attiki Gas Distribution Company
S.A., shall be considered to be fully paid up upon publication of these Articles
in the Official Gazette. The share certificates representing such shares will be
issued and will bear the legend "fully paid up shares".

3. "Attiki Denmark ApS" will pay up the total of its  participation in the share
capital of the Company.

4. "Attiki  Denmark ApS" is obliged to deposit with the  Company's  bank account
which will be kept with a bank lawfully  established in Greece, its contribution
in cash  concerning the above shares within the time limits provided by Codified
Law 2190/1920.

                                   Article 32

1. First Board of Directors. The first Board of Directors of the Company will be
composed by:

(a) Fyrogenis Christos

(b) John Bryant

(c) Contomichalos Gerassimos

(d) Vassiliadou Eleni

(e) Vakirlis Aristidis

(f) Terzopoulos Theodoros

(g) Mastorakos Georgios


2. Term of Office:  This Board of Directors,  will  administer the Company until
the  ordinary  General  Assembly  which will be convened for the approval of the
financial statements of the Fiscal Year that ends at 31 December 2002, ie. until
30.06.2003.

                                   Article 33

Auditors:  Exceptionally  for the first  Fiscal Year the  following  persons are
appointed as:

Regular Auditor:  Marios Tilemahou Kyriakou M.N. SOEL 111 21, resident of Palaia
Penteli (Doukissis Plakentias 40) of KPMG Auditors.

Deputy  Auditor:  Yagos  Haralabous  Haralabous  M.N.  SOEL 125 01,  resident of
Zografou (Douvaki Pindou 31) of KPMG Auditors.

Both  persons  fulfil the  requirements  provided by Article 36a of Codified Law
2190/20 as in force.

                                   Article 34

Authorisation and proxy are hereby given by the contracting parties to:


(a) Mathieu Nikolas Savaris, lawyer, Voukourestiou 25, 106 71 Athens

(b) Alkistis Christophilou, lawyer, Momferatou 10-12, 114 73 Athens

(c) Georgia - Maria Markopoulou, lawyer, Ymitou 66-70, 116 34 Athens

(d) Helen Stefania Hounda, lawyer, Frinis 19 Politia 146 71 Nea Erythrea Athens

(d) John Anastasiadis, lawyer,  Omirou 56, 106 72 Athens and

(e) Zografia Evagelidou, lawyer Mesogion 209, Athens 115 25


so that any two (2) of them may submit to the  competent  supervisory  authority
the  application  for  approval  of these  present  Articles  of  Incorporation,
according to the  provisions  of the Law and for  obtaining  the  permission  of
establishment  of the  Company  and  proceed,  by deed  drawn up before a notary
public, to any modification,  deletion or addition of terms or conditions of the
present Articles of Incorporation,  imposed pursuant by the Law,  exception made
of the provisions concerning the capital stock of the Company.

                                   Article 35

The Company's  incorporation  costs, which burden the same, amount approximately
to GRD  1.339.098.945  i.e. GRD 600.000 for the drawing up of the notarial  deed
and preparation of copies thereof,  GRD 1.182.244.898 for the payment of the tax
on the  concentration  of capital  and GRD  37.029.557  payable  to the  Lawyers
Pension Fund and approximately 1 million GRD for other expenses.


Each  one  of  the  contracting  parties,   acting  under  their  aforementioned
capacities, accepts the declarations and acknowledgements of each other and they
all expressly and  unreservedly  waive their right from any action and objection
regarding the dispute or breach of this deed for any reason whatsoever.

These Articles of Incorporation  are exempted from the stamp duties according to
article 11  paragraph 4 of the  Compulsory  Law  148/1967 re  "measures  for the
support of the stock market" as the same was amended by Legislative Decree 34 of
1968, article 7 paragraph 2.

The contracting  parties declare that they are obliged to proceed with the legal
payment of the stamp duties, the Lawyers Fund etc. which derive from the drawing
up of this deed.

                            THE CONTRACTING PARTIES



                      ATTIKI GAS DISTRIBUTION COMPANY S.A.


                          ----------------------------
                   George Kontoroupis, Managing Director and


                          ----------------------------
             Nikolaos Thomopoulos, Member of its Board of Directors




                               ATTIKI DENMARK ApS


                          ----------------------------
              Gerasimos Petros Antonios Michael Contomichalos and


                          ----------------------------
                                Eleni Vasiliadou
EX-99 55 b-361.htm CERT OF FORM CHANDLER WIND PARTNERS, LLC Chandler Wind Partners LLC 
                            CERTIFICATE OF FORMATION
                                       OF
                           CHANDLER WIND PARTNERS, LLC



   FIRST: The name of the limited liability company is CHANDLER WIND PARTNERS,
          LLC.

  SECOND: The  address of its  registered  agent in the State of  Delaware is
          1013 Centry Road, in the City of  Wilmington,  County of Kent,  19805.
          The  name of its  registered  agent  at such  address  is  Corporation
          Service Company.

   THIRD: The  latest  date on  which  the  limited  liability  company  is to
          dissolve is March 9, 2048.



     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Formation this 10th day of March 1998.


                                                     /s/ Jorn Larsen

                                                     -------------------------
                                                     Jorn Larsen
                                                     Authorized Person
EX-99 56 b-363.htm CERT OF FORM EVENT RESOURCES OVERSEAS I, LLC Event Resources Overseas I LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                         EVENT RESOURCES OVERSEAS I, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

        The name of the Company shall be: eVent Resources Overseas I, LLC


                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").

                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights  which a limited  liability  company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 29th day of May 2001.




                                                   -----------------
                                                   Cecilia Temple
                                                   Sole Organizer
EX-99 57 b-365.htm CERT OF FORM FOOTE CREEK IV, LLC Foote Creek IV 
                            CERTIFICATE OF FORMATION

                                       OF

                              FOOTE CREEK IV, LLC


          1. The name of the limited liability company is Foote Creek IV, LLC.

          2. The address of its  registered  office in the State of Delaware is
     Corporation  Trust Center,  1209 Orange Street,  in the city of Wilmington,
     County of New Castle.  The name of its registered  agent at such address is
     The Corporation Trust Company.

          3. The  lastest  date on which the  limited  liability  company  is to
     dissolve is December 31, 2050.

          IN WITNESS  WHEREOF,  the undersigned has executed this Certificate of
     Formation of Foote Creek IV, LLC on this 25th day of October, 1999.


                                  By: SeaWest Energy Land Associates, LLC
                                      Manager of Foote Creek IV, LLC

                                      By:  Venture Pacific, Inc., Manager


                                      -----------------------------------
                                      Name:    Dean B. Kernus
                                      Title:   Vice President
EX-99 58 b-367.htm CERT OF INCORP CINERGY GLOBAL PEETZ TABLE I Cinergy Global Peetz Table I 
                          CERTIFICATE OF INCORPORATION

                                       OF

                       Cinergy Global Peetz Table I, Inc.


     The  undersigned,  for the purpose of  organizing a  corporation  under the
General Corporation Law of the State of Delaware, certifies:

     FIRST: The name of the corporation is:
                       Cinergy Global Peetz Table I, Inc.

     SECOND: The address of the corporation's  registered office in the State of
Delaware  is the  Corporation  Trust  Center,  1209 Orange  Street,  Wilmington,
Delaware 19801,  County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

     THIRD:  The  purpose of the  corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.

     FOURTH:  The total  number of shares of stock which the  corporation  shall
have  authority to issue is five hundred (500) shares of common  stock,  without
par value.

     FIFTH:  The name and mailing address of the incorporator is Cecilia Temple,
139 East Fourth Street, 25 AT II, Cincinnati, Ohio 45202.

     SIXTH: A director of the corporation  shall not be personally liable to the
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the director  derived any improper
personal benefit.  If the Delaware General  Corporation Law is amended after the
date of the filing of this  Certificate  to authorize  corporate  action further
eliminating or limiting the personal liability of directors,  then the liability
of director of the  corporation  shall be  eliminated  or limited to the fullest
extent  permitted by the Delaware  General  Corporation  Law, as so amended.  No
repeal or  modification  of this Article SIXTH shall apply to or have any effect
on the liability or alleged  liability of any director of the corporation for or
with respect to any acts or omissions of such director  occurring  prior to such
repeal or modification.

     SEVENTH:  The directors shall have power to make,  alter or repeal by-laws,
except as may otherwise be provided in the by-laws.

     EIGHTH: Elections of directors need not be by written ballot, except as may
otherwise be provided in the by-laws.

     WITNESS my signature this day of January 2001.



                                         -----------------
                                         Cecilia Temple
                                         Sole Incorporator
EX-99.B 59 b-368.htm BY-LAWS CINERGY GLOBAL PEETZ TABLE I By-Laws Cinergy Global Peetz Table I 
                                     BY-LAWS



                                       OF



                       Cinergy Global Peetz Table I, Inc.





                                 January 9, 2001





                                TABLE OF CONTENTS

                                    ARTICLE I
                                     Offices

          Section 1.1. Offices.
                                   ARTICLE II
                             Stockholders' Meetings

          Section 2.1. Annual Meeting.
          Section 2.2. Notice of Annual Meeting.
          Section 2.3. Special Meetings.
          Section 2.4. Notice of Special Meeting.
          Section 2.5. Waiver of Notice.
          Section 2.6. Quorum.
          Section 2.7. Voting.
          Section 2.8. Written Consent of Stockholders in Lieu of Meeting.

                                   ARTICLE III
                                    Directors

          Section 3.1. Duties and Powers.
          Section 3.2. Number and Election of Directors.
          Section 3.3. Vacancies.
          Section 3.4. Meetings.
          Section 3.5. Quorum.
          Section 3.6. Actions of Board.
          Section 3.7. Meetings by Means of Conference Telephone.
          Section 3.8. Committees.
          Section 3.9. Compensation
          Section 3.10. Contracts and Transactions Involving Directors

                                   ARTICLE IV
                                    Officers

          Section 4.1. Officers.
          Section 4.2. Appointment, Terms, and Vacancies.
          Section 4.3. Chairman of the Board.
          Section 4.4. Chief Executive Officer
          Section 4.5. President.
          Section 4.6. Vice Presidents.
          Section 4.7(a). Secretary.
          Section 4.7(b). Assistant Secretaries.
          Section 4.8. Treasurer.
          Section 4.9. Comptroller.
          Section 4.10. Other Officers.

                                    ARTICLE V
                                  Capital Stock

          Section 5.1. Form and Execution of Certificates.
          Section 5.2. Signatures.
          Section 5.3. Lost Certificates.
          Section 5.4. Transfers.
          Section 5.5. Record Date.
          Section 5.6. Beneficial Ownership Rights.


                                   ARTICLE VI
                                     Notices

          Section 6.1. Notices.
          Section 6.2. Waivers of Notice.

                                   ARTICLE VII
                               General Provisions

          Section 7.1. Dividends.
          Section 7.2. Disbursements.
          Section 7.3. Voting Securities Owned by the Corporation.
          Section 7.4. Fiscal Year.
          Section 7.5. Corporate Seal.

                                  ARTICLE VIII
                                 Indemnification

          Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other
               than Those By or in the Right of the Corporation.
          Section 8.2. Power to Indemnify in Actions, Suits or Proceedings By or
               in the Right of the Corporation.
          Section 8.3. Authorization of Indemnification.
          Section 8.4. Good Faith Defined.
          Section 8.5. Indemnification by a Court.
          Section 8.6. Expenses Payable in Advance.
          Section 8.7.  Nonexclusivity  of  Indemnification  and  Advancement of
               Expenses.
          Section 8.8. Insurance.
          Section 8.9. Certain Definitions.
          Section 8.10. Survival of Indemnification and Advancement of Expenses.
          Section 8.11. Limitation on Indemnification.
          Section 8.12. Indemnification of Employees and Agents.


                                   ARTICLE IX
                                   Amendments

          Section 9.1. Amendments.

                                    ARTICLE X
                                Emergency By-Laws

          Section 10.1. Emergency By-Laws.




                                     By-Laws

                                       Of

                       Cinergy Global Peetz Table I, Inc.

                     (hereinafter called the "Corporation")




                                    ARTICLE I

                                     Offices
                                     -------

     Section  1.1.  Offices.  To  the  extent  not  otherwise  provided  in  the
Certificate of  Incorporation,  the principal office of the Corporation shall be
at 139 East Fourth Street, Cincinnati, Ohio 45202. The Corporation may have such
other  offices at such other places as the Board of  Directors  may from time to
time determine, or as the business of the Corporation may require.


                                   ARTICLE II

                             Stockholders' Meetings
                             ----------------------

     Section 2.1. Annual Meeting.  The annual meeting of the stockholders may be
held at such place,  time, and date designated by the Board of Directors for the
election of directors,  the  consideration  of the reports to be laid before the
meeting, and the transaction of such other business as may be brought before the
meeting.

     Section 2.2. Notice of Annual  Meeting.  Notice of the annual meeting shall
be given in  writing  to each  stockholder  entitled  to vote  thereat,  at such
address as appears on the records of the  Corporation at least ten (10) days and
not more than forty-five (45) days prior to the meeting.

     Section 2.3. Special Meetings.  Special meetings of the stockholders may be
called at any time by the Chairman of the Board, the Chief Executive Officer, or
the President,  or by a majority of the members of the Board of Directors acting
with or without a  meeting,  or by the  persons  who hold in the  aggregate  the
express  percentage,  as  provided  by statute,  of all shares  outstanding  and
entitled to vote thereat,  upon notice in writing,  stating the time,  place and
purpose of the meeting.  Business  transacted at all special  meetings  shall be
confined to the objects stated in the call.

     Section 2.4. Notice of Special  Meeting.  Notice of a special  meeting,  in
writing,  stating the time,  place and purpose  thereof,  shall be given to each
stockholder  entitled to vote  thereat,  at least  twenty (20) days and not more
than forty-five (45) days prior to the meeting.


     Section 2.5. Waiver of Notice. Notice of the time, place and purpose of any
meeting of stockholders may be waived by the written assent of every stockholder
entitled  to  notice,  filed with or entered  upon the  records of the  meeting,
either before or
after the holding thereof.

     Section 2.6.  Quorum.  The holders of shares  entitling  them to exercise a
majority of the voting  power,  or, if the vote is to be taken by  classes,  the
holders of shares of each class  entitling  them to  exercise a majority  of the
voting power of that class,  present in person or by proxy at any meeting of the
stockholders, unless otherwise specified by statute, shall constitute a quorum.

     If,  however,  at any meeting of the  stockholders,  a quorum shall fail to
attend in person  or by  proxy,  a  majority  in  interest  of the  stockholders
attending  in  person  or by proxy at the time  and  place of such  meeting  may
adjourn the meeting from time to time without further notice (unless the meeting
has been  adjourned for over thirty  days),  other than by  announcement  at the
meeting at which such  adjournment is taken,  until a quorum is present.  At any
such adjourned  meeting at which a quorum shall be present,  any business may be
transacted which might have been transacted at the meeting originally called.

     Section  2.7.  Voting.  At each  meeting  of the  stockholders,  except  as
otherwise provided by statute or the Certificate of Incorporation,  every holder
of record  of stock of the class or  classes  entitled  to vote at such  meeting
shall be entitled to vote in person or by proxy  appointed by an  instrument  in
writing  subscribed by such  stockholder and bearing a date, not later than such
time as expressly  provided by statute,  prior to said meeting unless some other
definite period of validity shall be expressly provided therein.

     Each  stockholder  shall have one (1) vote for each  share of stock  having
voting power, registered in his or her name on the books of the Corporation,  at
the date fixed for  determination of persons entitled to vote at the meeting or,
if no date has been fixed, then as expressly provided by statute.  (e.g., either
the date of the meeting, the date next proceeding the day of the meeting, or any
such similar governing time frame). Cumulative voting shall be permitted only as
expressly provided by statute.

     At any meeting of  stockholders,  a list of stockholders  entitled to vote,
alphabetically  arranged,  showing the number and classes of shares held by each
on the date fixed for closing  the books  against  transfers  or the record date
fixed as  hereinbefore  provided  (or if no such  date has been  fixed,  then as
hereinbefore  stated as expressly  provided by statute) shall be produced on the
request of any  stockholder,  and such list shall be prima facie evidence of the
ownership of shares and of the right of  stockholders to vote, when certified by
the Secretary or by the agent of the  Corporation  having charge of the transfer
of shares.

     Section 2.8. Written Consent of Stockholders in Lieu of Meeting. Any action
required or permitted by statute,  the  Certificate of  Incorporation,  or these
By-Laws,  to be taken at any annual or special  meeting of  stockholders  of the
Corporation,  may be taken without a meeting, without prior notice and without a
vote,  if a written  consent in lieu of a meeting,  setting  forth the action so
taken,  shall be signed by all the  stockholders  entitled to vote thereon.  Any
such  written  consent  may be  given  by one or  any  number  of  substantially
concurrent  written  instruments of  substantially  similar tenor signed by such
stockholders,  in person or by attorney or proxy duly appointed in writing,  and
filed with the records of the  Corporation.  Any such written  consent  shall be
effective as of the effective date thereof as specified therein.


                                   ARTICLE III

                                    Directors

     Section 3.1. Duties and Powers. The business and affairs of the Corporation
shall be managed by or under the  direction of the Board of Directors  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not,  by  statute,  the  Certificate  of  Incorporation,  or these
By-Laws, directed or required to be exercised or done by the stockholders.

     Section 3.2. Number and Election of Directors. The Board of Directors shall
consist of not less than three nor more than fifteen  members,  the exact number
of which shall be fixed by the Board of  Directors.  Directors  shall be elected
annually by stockholders at their annual  meeting,  in a manner  consistent with
statute and as provided in Article II,  Section 2.8 of these  By-Laws,  and each
director so elected  shall hold office until  his/her  successor is duly elected
and qualifies, or until his/her earlier resignation or removal. Any director may
resign  at any  time  upon  notice  to the  Corporation.  Directors  need not be
stockholders and shall fulfill the residency  requirements as and if provided by
statute.  Any  director  may be removed  at any time with or without  cause by a
majority vote of the stockholders, unless otherwise provided by statute.

     Section  3.3.  Vacancies.   Vacancies  and  newly  created   directorships,
resulting from any increase in the authorized number of directors, may be filled
by a majority of the directors then in office, and the directors so chosen shall
hold office for the  unexpired  term of the  predecessor  and/or  until the next
annual meeting of stockholders,  and until their successors are duly elected and
qualify, or until their earlier resignation or removal.

     Section 3.4.  Meetings.  Regular  meetings of the Board of Directors may be
held at such time,  place,  and upon such notice as the Board of  Directors  may
from time to time determine.  Special  meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer, the President,
or by members of the board (the  express  percentage  of the latter as minimally
provided for by statute). Notice thereof stating the place, date and hour of the
meeting  shall  be  given  to each  director  either  by  mail  (not  less  than
forty-eight (48) hours before the date of the meeting), by telephone or telegram
(on  twenty-four  (24) hours' notice) or on such shorter notice as the person or
persons   calling  such  meeting  may  deem  necessary  or  appropriate  in  the
circumstances.

     Section 3.5. Quorum.  Except as may be otherwise  specifically provided for
by statute,  the Certificate of Incorporation or these By-Laws,  at all meetings
of the Board of  Directors,  a majority of the entire Board of  Directors  shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of  Directors.  If a quorum  shall not be present at any meeting of
the Board of Directors,  the directors  present  thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum shall be present.

     Section 3.6. Actions of Board. Unless otherwise provided by the Certificate
of  Incorporation  of the  Corporation or these By-Laws,  any action required or
permitted  to be taken at any  meeting  of the  Board  of  Directors,  or of any
committee(s)  thereof, may be taken without a meeting, if all the members of the
Board of Directors, or of such committee(s), as the case may be, consent thereto
in writing,  and the  writing(s) is filed with the minutes of proceedings of the
Board  of  Directors,  or of such  committee(s),  of the  Corporation.  Any such
written  consent to action of the Board of Directors,  or of such  committee(s),
shall be effectuated by the signature of the member lastly consenting thereto in
writing,  unless the consent otherwise specified a prior or subsequent effective
date.

     Section 3.7.  Meetings by Means of Conference  Telephone.  Unless otherwise
provided  by the  Certificate  of  Incorporation  of the  Corporation  or  these
By-Laws,  members of the Board of Directors,  or any committee(s)  thereof,  may
participate in a meeting of the Board of Directors, or of such committee(s),  as
the case may be, by means of a conference  telephone  or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in a meeting pursuant to this Section 3.7 shall
constitute presence in person at such meeting.

     Section 3.8.  Committees.  The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors,  designate, from time to time as
they may see fit,  one or more  committees,  each such  committee  to consist of
three or more of the  directors of the  Corporation.  The Board of Directors may
designate one or more  directors as alternate  members of any such committee who
may  replace  any  absent  or  disqualified  member at any  meeting  of any such
committee. In the absence or disqualification of a member of a committee, and in
the absence of a designation by the Board of Directors of an alternate member to
replace the absent or disqualified member, the member or members thereof present
at any meeting and not disqualified  from voting,  whether or not he/she or they
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors  to act at the  meeting  in the place of any  absent  or  disqualified
member.  Any  committee,  to the extent  allowed by statute and  provided in the
resolution  establishing  such  committee,  shall have and may  exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the  Corporation.  Each committee  shall keep regular minutes and
report to the Board of Directors when required.

     Section 3.9.  Compensation.  Each director of the  Corporation  (other than
directors who are salaried officers of the Corporation or any of its affiliates)
shall be  entitled  to receive as  compensation  for  services  such  reasonable
compensation,  which may include pension,  disability and death benefits, as may
be  determined  from  time  to  time  by  the  Board  of  Directors.  Reasonable
compensation  may also be paid to any person  other  than a director  officially
called to attend any such meeting.

     Section 3.10. Contracts and Transactions  Involving Directors.  No contract
or  transaction  between the  Corporation  and one or more of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction,  or solely because his/her
or their  votes are counted for such  purpose if: (i) the  material  facts as to
his/her or their  relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the  committee,  and the
Board of  Directors  or  committee  in good faith  authorizes  the  contract  or
transaction  by  the  affirmative  votes  of a  majority  of  the  disinterested
directors,  even though the  disinterested  directors be less than a quorum;  or
(ii) the material facts as to his/her or their  relationship  or interest and as
to the contract or  transaction  are disclosed or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved  in good faith by vote of the  stockholders;  or (iii) the  contract or
transaction  is  fair as to the  Corporation  as of the  time it is  authorized,
approved or  ratified,  by the Board of  Directors,  a committee  thereof or the
stockholders.  Common or interested  directors may be counted in determining the
presence  of a quorum at a meeting of the Board of  Directors  or of a committee
which authorizes the contract or transaction.


                                   ARTICLE IV

                                    Officers

     Section 4.1.  Officers.  The officers of the Corporation shall consist of a
President,  a Secretary,  and a Treasurer,  and may consist of a Chairman of the
Board, a Chief Executive  Officer,  a Comptroller,  one or more Vice Presidents,
one or more  Assistant  Secretaries,  and such other officers as the board shall
from time to time deem necessary.  Any number of offices may be held by the same
person,   unless   otherwise   prohibited  by  statute,   the   Certificate   of
Incorporation, or these By-Laws.

     Section 4.2. Appointment,  Terms, and Vacancies. The Board of Directors, at
its first  meeting  held  after  each  annual  meeting  of  stockholders  of the
Corporation (i.e., the annual  organization  meeting of the Board of Directors),
shall appoint the officers of the  Corporation  who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined  from time to time by the board,  and such officers shall hold office
until their  successors  are chosen and shall  qualify,  or until their  earlier
resignation  or removal  from  office.  Any  officer  appointed  by the Board of
Directors  may be removed at any time by the  affirmative  vote of a majority of
the board.  Any  vacancy  occurring  in any office of the  Corporation  shall be
filled by the Board of Directors.

     Section 4.3.  Chairman of the Board. The Chairman of the Board, if there be
one,  shall be a  director  and shall  preside at all  meetings  of the Board of
Directors and, in the absence or incapacity of the Chief  Executive  Officer and
the President,  meetings of the stockholders,  and shall, subject to the board's
direction   and   control,   be  the  board's   representative   and  medium  of
communication,  and shall have the general  powers and duties as are incident to
the office of Chairman of the Board of a corporation.

     Section 4.4. Chief Executive Officer. The Chief Executive Officer, if there
be one, shall preside at all meetings of the stockholders and, in the absence or
incapacity of the Chairman of the Board, meetings of the Board of Directors. The
Chief Executive Officer shall from time to time report to the Board of Directors
all matters within his or her knowledge  which the interests of the  Corporation
may require be brought to their  notice.  Where the  offices of Chief  Executive
Officer and President  are held by different  individuals,  the  President  will
report directly to the Chief Executive Officer.

     Section 4.5. President.  The President shall be the chief operating officer
of the Corporation,  and shall have general and active  management and direction
of the affairs of the Corporation, shall have supervision of all departments and
of all officers of the Corporation, shall see that the orders and resolutions of
the Board of Directors,  or of any committee(s)  thereof, are carried fully into
effect,  and  shall  have the  general  powers  and  duties of  supervision  and
management as are incident to the office of President of a  corporation.  In the
absence or incapacity of the Chief Executive  Officer,  the President also shall
be the chief executive officer of the Corporation.

     Section 4.6. Vice Presidents. The Vice Presidents shall perform such duties
as the Board of  Directors  shall from time to time  require.  In the absence or
incapacity  of the  President,  the Vice  President  designated  by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President shall exercise the powers and duties of the President.

     Section 4.7(a).  Secretary.  The Secretary shall attend all meetings of the
Board of Directors and of the stockholders of the Corporation,  and act as clerk
thereof, and record all votes and the minutes of all proceedings in a book to be
kept for that purpose,  shall record all written  business  transactions,  shall
perform like duties for the standing  committees  when required,  and shall have
the general  powers and duties as are  incident to the office of  Secretary of a
corporation.  The Secretary  shall give, or cause to be given,  proper notice of
all  meetings  of the  stockholders  and of the  Board of  Directors,  and shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including by the Chairman of the Board),  the Chief Executive  Officer,  or the
President. The Secretary shall have custody of the seal, if there be one, of the
Corporation and the Secretary or any Assistant Secretary, if there be one, shall
have  authority  to affix the same to any  instrument  requiring  it and when so
affixed,  it may  be  attested  by the  signature  of  the  Secretary  or by the
signature of any such  Assistant  Secretary.  (The Board of  Directors  may give
general  authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his/her  signature).  The Secretary shall see that all
books,  reports,  statements,  certificates  and  other  documents  and  records
required by statute to be kept or filed are properly kept or filed,  as the case
may be.

     Section 4.7(b). Assistant Secretaries.  At the request of the Secretary, or
in his or her absence or incapacity to act, the Assistant Secretary or, if there
be more than one, the Assistant  Secretary  designated by the  Secretary,  shall
perform the duties of the Secretary and when so acting shall have all the powers
of and be  subject  to all the  restrictions  of the  Secretary.  The  Assistant
Secretaries shall perform such other duties as may from time to time be assigned
to them by the Board of Directors  (including by the Chairman of the Board), the
Chief Executive Officer, the President, or the Secretary.


     Section 4.8. Treasurer. The Treasurer shall be the financial officer of the
Corporation, shall keep full and accurate accounts of all collections,  receipts
and  disbursements  in books  belonging to the  Corporation,  shall  deposit all
moneys  and  other  valuable  effects  in the  name  and to  the  credit  of the
Corporation,  in  such  depositories  as  may be  designated  by  the  Board  of
Directors,  shall disburse the funds of the Corporation as may be ordered by the
Board of Directors (including by the Chairman of the Board), the Chief Executive
Officer, or the President,  taking proper vouchers therefor, and shall render to
the President,  the Chief Executive Officer,  the Chairman of the Board,  and/or
directors at any meeting of the board,  or whenever  they may require it, and to
the  annual  meeting  of  the  stockholders,  an  account  of  all  his  or  her
transactions as Treasurer and of the financial condition of the Corporation, and
shall  have the  general  powers  and  duties as are  incident  to the office of
Treasurer of a corporation. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in a form and in such sum with surety as shall
be satisfactory to the Board of Directors for the faithful performance of his or
her duties as Treasurer and for the restoration to the Corporation,  in the case
of his or her death,  resignation,  retirement  or removal from  office,  of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession,  or under his or her control, and belonging to the Corporation.  The
Treasurer  shall  perform such other duties as may be prescribed by the Board of
Directors (including by the Chairman of the Board), the Chief Executive Officer,
or the President.

     Section  4.9.  Comptroller.  The  Comptroller  shall have  control over all
accounts  and  records of the  Corporation  pertaining  to  moneys,  properties,
materials and supplies,  and shall have executive direction over the bookkeeping
and  accounting  functions  and shall have the general  powers and duties as are
incident to the office of comptroller of a corporation.  The  Comptroller  shall
perform  such  other  duties  as may be  prescribed  by the  Board of  Directors
(including  by the  Chairman of the Board),  the Chief  Executive  Officer,  the
President, or a Vice President.

     Section 4.10. Other Officers. Such other officers of the Corporation as the
Board of Directors may appoint shall perform such duties and have such powers as
from time to time may be assigned to them by the board.  The Board of  Directors
may delegate to any other officer of the  Corporation  the power to appoint such
other officers and to prescribe their respective duties and powers.


                                    ARTICLE V

                                  Capital Stock

     Section 5.1.  Form and  Execution of  Certificates.  The  certificates  for
shares  of the  capital  stock  of the  Corporation  shall  be of such  form and
content, not inconsistent with statute and the Certificate of Incorporation,  as
shall be  approved  by the  Board of  Directors.  Every  holder  of stock in the
Corporation  shall be entitled to have a certificate  signed, in the name of the
Corporation,  by (i)  either the  Chairman  of the  Board,  the Chief  Executive
Officer,  the President or a Vice President and (ii) by any one of the following
officers:  the  Secretary  or an  Assistant  Secretary  or the  Treasurer  or an
Assistant  Treasurer.  All certificates shall be consecutively  numbered in each
class  of  shares.  The  name  and  address  of the  person  owning  the  shares
represented  thereby,  with the number of shares and the date of issue, shall be
entered on the Corporation's books.

     Section 5.2. Signatures.  Any or all of the signatures on a certificate may
be a facsimile thereof. In case any officer, transfer agent or registrar who has
signed or whose  facsimile  signature has been placed upon a  certificate  shall
have  ceased  to be such  officer,  transfer  agent  or  registrar  before  such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he/she  were such  officer,  transfer  agent or  registrar  at the date of
issue.

     Section 5.3.  Lost  Certificates.  The Board of Directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation  alleged to have been lost, stolen or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its  discretion  and as a condition  precedent to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
certificate,  or his/her  legal  representative,  to advertise  the same in such
manner as the Board of Directors  shall require and/or to give the Corporation a
bond in such sum as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost, stolen or destroyed.

     Section  5.4.  Transfers.  The capital  stock of the  Corporation  shall be
transferable in the manner  provided by statute and in these By-Laws.  Transfers
of shares shall be made on the books of the Corporation only by the person named
in the certificate or by his/her  attorney  lawfully  constituted in writing and
upon the surrender of the certificate therefor, which shall be canceled before a
new certificate shall be issued.

     Section 5.5.  Record Date. In order that the  Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or entitled to express consent to corporate action in
writing  without a meeting,  or entitled to receive  payment of any  dividend or
other  distribution  or  allotment  of any rights,  or entitled to exercise  any
rights in respect of any change,  conversion  or  exchange of stock,  or for the
purpose of any other lawful action,  the Board of Directors may fix, in advance,
a record  date,  which  shall not be more than sixty days nor less than ten days
before  the date of such  meeting,  nor more than  sixty days prior to any other
action.  A  determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 5.6. Beneficial Ownership Rights. The Corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive  dividends,  and to vote as such  owner,  and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or shares on the part of any other person,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by statute.


                                   ARTICLE VI

                                     Notices

     Section 6.1. Notices.  Whenever written notice is required by statute,  the
Certificate  of  Incorporation,  or these  By-Laws to be given to any  director,
member  of a  committee,  or  stockholder,  such  notice  may be  given by mail,
addressed to each such person,  at his/her  address as it appears on the records
of the  Corporation,  with  postage  thereon  prepaid,  and such notice shall be
deemed to be given at the time when the same  shall be  deposited  in the United
States mail,  or as otherwise  provided by statute.  Written  notice may also be
given personally or by telegram, telex or cable.

     Section 6.2. Waivers of Notice. Whenever any notice is required by statute,
the Certificate of Incorporation,  or these By-Laws to be given to any director,
member of a committee,  or stockholder,  a waiver thereof in writing,  signed by
the person or persons entitled to said notice,  whether before or after the time
stated therein, shall be deemed equivalent thereto.


                                   ARTICLE VII

                               General Provisions

     Section  7.1.   Dividends.   Dividends   upon  the  capital  stock  of  the
Corporation,   subject  to  any  provision   imposed  by  the   Certificate   of
Incorporation,  may be  declared  by the Board of  Directors  at any  regular or
special  meeting,  or by written consent to the action of the board without such
meeting(s),  and may be paid in cash,  in property,  or in shares of the capital
stock.  Before payment of any dividend,  there may be set aside out of any funds
of the  Corporation  available  for  dividends  such sum or sums as the Board of
Directors  from time to time,  in its  absolute  discretion,  deems  proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

     Section  7.2.  Disbursements.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

     Section  7.3.  Voting  Securities  Owned  by  the  Corporation.  Powers  of
attorney,  proxies, waivers of notice of meeting, consents and other instruments
relating to securities  owned by the  Corporation may be executed in the name of
and on behalf of the Corporation by the Chief Executive Officer,  the President,
any Vice  President,  the Secretary,  or any Assistant  Secretary,  and any such
officer  may,  in the name of and on  behalf of the  Corporation,  take all such
action as any such  officer may deem  advisable to vote in person or by proxy at
any meeting of security  holders of any corporation in which the Corporation may
own  securities  and at any such meeting  shall possess and may exercise any and
all rights and power incident to the ownership of such  securities and which, as
the owner  thereof,  the  Corporation  might have  exercised  and  possessed  if
present.  The Board of Directors  may, by  resolution,  from time to time confer
like powers upon any other person or persons.

     Section 7.4. Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December each year.

     Section 7.5.  Corporate Seal. The seal of the Corporation (if there be one)
shall  have  inscribed  thereon  the  name of the  Corporation,  the year of its
incorporation,  the words  "Corporate  Seal" and "Delaware",  and any such other
emblem or device as approved by the Board of Directors.  The seal may be used by
causing it or a  facsimile  thereof to be  impressed  or affixed or in any other
manner reproduced.


                                  ARTICLE VIII

                                 Indemnification

     Section 8.1. Power to Indemnify in Actions, Suits or Proceedings Other than
Those By or in the Right of the  Corporation.  Subject  to  Section  8.3 of this
Article VIII, the  Corporation  shall indemnify any person who was or is a party
to or is threatened to be made a party to any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  Corporation)  by
reason  of  the  fact  that  he/she  is or  was a  director  or  officer  of the
Corporation,  or is or was a director or officer of the  Corporation  serving at
the request of the  Corporation  as a director or officer,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and  reasonably  incurred by him/her in
connection with such action,  suit or proceeding,  if he/she acted in good faith
and in a manner he/she  reasonably  believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo  contendere or its equivalent  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he/she  reasonably  believed  to be in or not opposed to the best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had reasonable cause to believe that his/her conduct was unlawful.

     Section 8.2.  Power to Indemnify in Actions,  Suits or Proceedings By or in
the Right of the  Corporation.  Subject to Section 8.3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that  he/she is or was a director or officer of the  Corporation,  or is or
was a  director  or  officer of the  Corporation  serving at the  request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in  connection  with the defense or settlement of such action or suit if
he/she acted in good faith and in a manner he/she  reasonably  believed to be in
or not  opposed  to the  best  interests  of the  Corporation;  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the  performance  of his/her duty to the  Corporation,  unless and
only to the extent that the court in which such action or suit was brought shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

     Section 8.3.  Authorization of Indemnification.  Any indemnification  under
this Article VIII (unless  ordered by a court) shall be made by the  Corporation
only  as   authorized   in  the  specific   case  upon  a   determination   that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because he/she has met the  applicable  standard of conduct set forth in Section
8.1 or Section 8.2 of this Article VIII, as the case may be. Such  determination
shall  be made (i) by the  Board of  Directors  by a  majority  vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (ii) if such a quorum is not  obtainable,  or, even if obtainable a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (iii) by the stockholders.  To the extent,  however, that a director
or officer of the  Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding  described above, or in defense of any
claim,  issue or matter therein,  he/she shall be indemnified  against  expenses
(including  attorneys'  fees)  actually  and  reasonably  incurred by him/her in
connection  therewith,  without the necessity of  authorization  in the specific
case.

     Any  determination  made by the  disinterested  directors or by independent
legal counsel under this section  shall be promptly  communicated  to the person
who  threatened  or  brought  the  action  or  suit  by or in the  right  of the
Corporation under Section 8.1 and 8.2 of this Article VIII, and, within ten days
after  receipt  of such  notification,  such  persons  shall  have the  right to
petition  the court (at  courts'  discretion)  in which such  action or suit was
brought to review the reasonableness of such determination.

     Section 8.4. Good Faith Defined.  For purposes of any  determination  under
Section 8.3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner he/she reasonably  believed to be in or not opposed to the
best interests of the  Corporation,  or, with respect to any criminal  action or
proceeding,  to have had no  reasonable  cause to believe  his/her  conduct  was
unlawful,  if his/her  action is based on the records or books of account of the
Corporation or another enterprise,  or on information supplied to him/her by the
officers of the Corporation or another enterprise in the course of their duties,
or on the advice of legal counsel for the  Corporation or another  enterprise or
on  information  or records given or reports made to the  Corporation or another
enterprise by an independent certified public accountant,  or by an appraiser or
other  expert  selected  with  reasonable  care by the  Corporation  or  another
enterprise. The term "another enterprise" as used in this Section 8.4 shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other  enterprise  of which such person is or was serving at the request
of the Corporation as a director,  officer, employee or agent. The provisions of
this  Section 8.4 shall not be deemed to be exclusive or to limit in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standard of conduct set forth in Sections  8.1 or 8.2 of this Article  VIII,  as
the case may be.

     Section  8.5.  Indemnification  by a Court.  Notwithstanding  any  contrary
determination  in the specific case under Section 8.3 of this Article VIII,  and
notwithstanding  the absence of any  determination  thereunder,  any director or
officer  may  apply  to any  court of  competent  jurisdiction  in the  State of
Delaware for indemnification to the extent otherwise  permissible under Sections
8.1 and 8.2 of this Article VIII. The basis of such  indemnification  by a court
shall be a determination by such court that  indemnification  of the director or
officer is proper in the  circumstances  because  he/she has met the  applicable
standards of conduct set forth in Sections 8.1 or 8.2 of this Article  VIII,  as
the case may be.  Neither a contrary  determination  in the specific  case under
Section 8.3 of this Article VIII nor the absence of any determination thereunder
shall be a defense to such application or create a presumption that the director
or  officer  seeking  indemnification  has not met any  applicable  standard  of
conduct. Notice of any application for indemnification  pursuant to this Section
8.5  shall  be  given  to the  Corporation  promptly  upon  the  filing  of such
application. If successful, in whole or in part, the director or officer seeking
indemnification  shall also be entitled  to be paid the  expense of  prosecuting
such application.

     Section 8.6.  Expenses Payable in Advance.  Expenses incurred by a director
or officer in defending or investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he/she is not entitled to be indemnified by the  Corporation
as authorized in this Article VIII.

     Section 8.7. Nonexclusivity of Indemnification and Advancement of Expenses.
The  indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any other provision of these By-Laws, or similarly entitled under any agreement,
contract,  vote of stockholders or disinterested  directors,  or pursuant to the
direction  (howsoever  embodied)  of any  court  of  competent  jurisdiction  or
otherwise,  both as to action in his/her  official  capacity and as to action in
another  capacity  while  holding  such  office,  it  being  the  policy  of the
Corporation that  indemnification  of the persons  specified in Sections 8.1 and
8.2 of this  Article  VIII  shall be made to the  fullest  extent  permitted  by
statute. The provisions of this Article VIII shall not be deemed to preclude the
indemnification  of any person who is not  specified  in Sections  8.1 or 8.2 of
this Article  VIII,  but whom the  Corporation  has the power or  obligation  to
indemnify  under  the  provisions  of  statute  of the  State  of  Delaware,  or
otherwise.

     Section 8.8. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer of the  Corporation,
or is or was a director or officer of the Corporation  serving at the request of
the  Corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  against any  liability  asserted  against  him/her  and  incurred by
him/her in any such capacity,  or arising out of his/her status as such, whether
or not the  Corporation  would  have the power or the  obligation  to  indemnify
him/her against such liability under the provisions of this Article VIII.


     Section  8.9.  Certain  Definitions.  For  purposes of this  Article  VIII,
references  to "the  Corporation"  shall  include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such  constituent  corporation,  or is or was a  director  or  officer  of  such
constituent  corporation serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise,  shall stand in
the same position  under the provisions of this Article VIII with respect to the
resulting  or  surviving  corporation  as he/she would have with respect to such
constituent corporation if its separate existence had continued. For purposes of
this Article VIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the  request of the  Corporation"  shall  include  any service as a director,
officer,  employee  or agent of the  Corporation  which  imposes  duties  on, or
involves  services  by,  such  director or officer  with  respect to an employee
benefit plan, its participants or beneficiaries;  and a person who acted in good
faith and in a manner he/she reasonably  believed to be in the best interests of
the participants  and  beneficiaries of an employee benefit plan shall be deemed
to  have  acted  in  a  manner  "not  opposed  to  the  best  interests  of  the
Corporation", as referred to in this Article VIII.

     Section 8.10. Survival of Indemnification and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall,  unless otherwise provided when authorized or ratified,
continue  as to a person who has ceased to be a  director  or officer  and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

     Section  8.11.  Limitation  on  Indemnification.  Notwithstanding  anything
contained  in this  Article  VIII to the  contrary,  except for  proceedings  to
enforce  rights to  indemnification  (which  shall be  governed  by Section  8.5
hereof),  the  Corporation  shall not be obligated to indemnify  any director or
officer in  connection  with a proceeding  (or part  thereof)  initiated by such
person unless such  proceeding  (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

     The Corporation  shall indemnify a director who was wholly  successful,  on
merits or  otherwise,  in the defense of any  proceedings  to which he/she was a
party  because  he/she  was a director  of the  Corporation  against  reasonable
expenses incurred by him/her in connection with the proceeding.

     Section 8.12. Indemnification of Employees and Agents. The Corporation may,
to the extent  authorized  from time to time by the Board of Directors,  provide
rights to  indemnification  and to the  advancement of expenses to employees and
agents of the  Corporation,  similar to those  conferred in this Article VIII to
directors and officers of the Corporation.

                                   ARTICLE IX

                                   Amendments

     Section 9.1. Amendments. These By-Laws may be altered, amended or repealed,
in whole or in part, or new By-Laws may be adopted:  (i) by the affirmative vote
of a majority of the  holders of record of the  outstanding  shares  entitled to
vote thereon, or by the written consent of the holders of record of a two-thirds
majority of the  outstanding  shares  entitled to vote  thereon,  except as such
alteration,  amendment  or  repeal  by  any  vote  or  written  consent  of  the
stockholders is otherwise expressly prohibited by statute; or (ii) by a majority
vote of the Board of Directors,  or by unanimous  written  consent of the board,
except  as such  alteration,  amendment  or  repeal by any vote or action of the
board is otherwise expressly prohibited by statute.


                                    ARTICLE X

                                Emergency By-Laws

     Section 10.1.  Emergency By-Laws.  The Emergency By-Laws shall be operative
during any emergency in the conduct of the business of the Corporation resulting
from an attack on the United  States or on a locality  in which the  Corporation
conducts its business or customarily holds meetings of its Board of Directors or
its  stockholders,  or during  any  nuclear  or atomic  disaster,  or during the
existence of any catastrophe,  or similar  emergency  condition,  as a result of
which a quorum of the Board of Directors or a standing  committee thereof cannot
readily be convened for action, notwithstanding any provision to the contrary in
the preceding By-Laws,  in the Certificate of Incorporation,  or in the statute.
To the extent not  inconsistent  with the  provisions of this Section 10.1,  the
By-Laws of the Corporation shall remain in effect during any emergency, and upon
its  termination,  the  Emergency  By-Laws  shall  cease  to be  operative.  Any
amendments  to  these  Emergency  By-Laws  may  make any  further  or  different
provision  that may be  practical  and  necessary  for the  circumstance  of the
emergency.

     During any such  emergency:  (A) a meeting of the Board of  Directors  or a
committee  thereof may be called by any officer or director of the  Corporation.
Notice of the time and place of the meeting or conference call shall be given by
the person calling the meeting to such of the directors as it may be feasible to
reach by any means of communication.  Such notice shall be given at such time in
advance of the  meeting as  circumstances  permit in the  judgment of the person
calling the meeting;  (B) the director or directors in attendance at the meeting
shall  constitute a quorum;  (C) the officers or other  persons  designated on a
list approved by the Board of Directors before the emergency,  all in such order
of  priority  and  subject to such  conditions  and for such period of time (not
longer than reasonably  necessary after the termination of the emergency) as may
be provided in the resolution  approving the list, shall, to the extent required
to  provide a quorum at any  meeting  of the Board of  Directors,  be deemed the
directors for such meeting; (D) the Board of Directors,  either before or during
any  such  emergency,  may  provide,  and  from  time to time  modify,  lines of
succession in the event that during such emergency any or all officers or agents
of the  Corporation  shall for any reason be rendered  incapable of  discharging
their  duties;  (E) the Board of  Directors,  either  before or during  any such
emergency, may, effective in the emergency,  change the head office or designate
several  alternative head offices or regional offices, or authorize the officers
so to do; and (F) to the extent  required to  constitute a quorum at any meeting
of the  Board  of  Directors  during  such an  emergency,  the  officers  of the
Corporation  who are  present  shall be deemed,  in order of rank and within the
same rank in order of seniority, the directors for such meeting.

     No officer, director or employee acting in accordance with any provision of
these Emergency By-Laws shall be liable except for willful misconduct.

     These Emergency By-Laws shall be subject to alteration, amendment or repeal
by the  further  actions  of the  Board  of  Directors  or  stockholders  of the
Corporation.
EX-99 60 b-369.htm CERT OF INCORP VALORITZACIONS Valoritzacions Agroramaderes 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                VALORITZACIONS AGRORAMADERES LES GARRIGUES, S.L.

The undersigned, Cesar Rodriguez, attorney-at-law, officiating under Spanish Bar
Association, declares that:

     1.- Valoritzacions  Agroramaderes les Garrigues, 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 Calle  Bonsoms
     15-17, Barcelona 08028, Spain and having its offices at the same place, and
     being registered in the Mercantile Register of Barcelona on Page B-221.001.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the incorporation at civil law notary, officiating in Barcelona on 14
     March 2000.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is the promotion, construction,  management and operation of
     an efficient pig slurry industrial treatment plant.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register, the directors of the Company are:

          1.   Maria del Carmen Garcia Arguelles,  adult of age,  Spanish,  with
               domicile in Paseo de la Castellana,  23, 2(0), Madrid and Spanish
               ID number 10.874.842-M;
          2.   Juan Gumma Maragall,  adult of age, Spanish, with domicile in Via
               Augusta 118, and Spanish ID Number 46.226.003-M;
          3.   Eduard Cau  Barrufet,  adult of age,  Spanish,  with  domicile in
               Calle  Portal 1,  Puiggros,  Lleida  and with  Spanish  ID Number
               78.078.187-H;
          4.   Jeronimo Angulo Aramburu, adult of age, Spanish, with domicile in
               Calle Jose Teresa 1, Pozuelo de Alarcon,  Madrid and with Spanish
               ID Number 982.589-Y;
          5.   Santiago Ugaldea Jauregui, adult of age, Spanish with domicile in
               Calle Goieta 18, Elorrio, Vizcaya;
          6.   Jaime Beleta Supervia,  adult of age,  Spanish,  with domicile in
               Calle Bonsoms 15-17,  Barcelona  08028 and with Spanish ID Number
               37.714.996-X;
          7.   Ignacio Mataix Entero,  adult of age,  Spanish,  with domicile in
               Av. Paral. lel 51, 1st Floor, 08004 Barcelona and with Spanish ID
               Number 2.854.326-A.

     6.- The secretary  non-director  is Sergi  Sugranyes  Palet,  of legal age,
     Spanish, with domicile at Calle Provenca,, 5(degree), 08025 Barcelona.



Signed in Madrid on 23 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 61 b-370.htm ART OF ASSOC VALORITZACIONS Valoritzacions Agroramaderes Les Garigues 
                           ARTICLES OF ASSOCIATION OF
               "VALORITZACIONS AGRORAMADERES LES GARRIGUES, S.L."


CHAPTER I. GENERAL PROVISIONS

Article 1. The Company is known as "VALORITZACIONS  AGRORAMADERES LES GARRIGUES,
SOCIEDAD LIMITADA".

Article 2.  The Company has as its purpose:

The promotion,  construction,  management and operation of industrial plants for
the efficient processing of pig slurry.

Article 3.  Excluded  from the  corporate  purpose  are any  activities  for the
exercising of which Legislation lays down special  requirements that are not met
by this Company.

If legal provisions should, for the exercising of any of the activities included
in the corporate purpose, require professional  qualifications or administrative
authorisation,  or  registration  in Public  Registers,  such activities must be
realised  by  a  person  having  such  professional  qualifications  and,  where
applicable,  they may not be commenced  before the  administrative  requirements
specified have been met.

Article 4. The lifetime of the Company is indefinite and it commences operations
on the day on which the articles of association are executed.

Article  5.  The date of the  company's  financial  year  end  shall be the 31st
December each year.

Article 6. The Company's domicile is established in Barcelona, at Calle Bonsoms,
number 15-17.

Article 7. The capital stock is FIVE HUNDRED  THOUSAND  PESETAS divided into 500
corporate holdings,  numbers 1 to 500, inclusive,  with a nominal value of 1,000
Pesetas  each,  cumulative  and  indivisible,  which  may not  take  the form of
negotiable  certificates or be classified as shares.  The capital stock is fully
subscribed and paid-up.


CHAPTER II. REGIME GOVERNING CORPORATE HOLDINGS

Article 8. The  corporate  holdings  are subject to the regime  provided  for in
legislation.  Transfers of corporate  holdings and the  establishment  of actual
pledge rights must be recorded in a public document.  The establishment of other
actual rights must be recorded in a Public Instrument.

Rights in respect of the Company may be  exercised  provided  that the latter is
aware of the transfer or establishment of the encumbrance.

The Company shall keep a register of partners  which any partner may examine and
from which the holders may obtain  certifications  of rights registered in their
name.

Article  9.  The  transfer  of  corporate  holdings  shall  be  governed  by the
provisions  of  articles  28 et seq.  of the Law.  Consequently,  the  voluntary
transfer of holdings by means of inter vivos acts between partners, or in favour
of the partner's spouse,  ascendant relative or descendant relative or Companies
belonging  to the same  group as the  transferor,  as well as  transfers  mortis
causa, shall be free.

Article 10. In the case of USUFRUCT of holdings,  the status of partner  resides
in the bare legal title,  but the party enjoying  usufruct  shall, in any event,
have a  preferential  right to  dividends  granted by the  Company  during  such
usufruct;  and in the case of PLEDGE,  exercising of the partner's  rights shall
correspond to the owner.

CHAPTER III.  CORPORATE BODIES

Article 11. The corporate bodies are the General Meeting and the Directors,  and
where there is no provision in the present  Articles of Association,  they shall
be governed by the provisions of articles 43 et. seq. of the Law.

Article 12.  General Meeting

The partners,  coming  together at a General  Meeting,  shall  decide,  by legal
majority, matters that fall within the remit of the Meeting.

Article 13.  Notification

The General  Meeting shall be called by the  Directors,  or  liquidators,  where
applicable,  by means of individual  notification in writing of the announcement
to all partners at the domicile  indicated in the register,  by registered post,
with acknowledgement of receipt.

Article 14.  Attendance and representation

All partners are entitled to attend the General Meeting in person or represented
by some other person,  whether a partner or not.  Representation shall cover all
holdings held by the party  represented,  must be granted in writing and, if not
recorded by means of a public document, must be specific for each Meeting.

Article 15.  Directors

The General  Meeting  shall  entrust  Administration  of the Company to a single
Director,  two persons  with joint  liability,  a group of persons  with several
liability, with a maximum of five, or a Board of Directors.

Article  16. To be  appointed  Director,  the status of  partner  shall not be a
requirement.

Article 17. The  Directors  shall hold office  indefinitely,  and may be removed
from office by the General  Meeting,  even when  removal  does not appear in the
Agenda.

Article 18.  Representation  of the Company in legal proceedings and outside the
same corresponds to the Directors,  and shall extend to all acts included in the
corporate purpose, which may include, without any limitation:

a)   Acquiring,  disposing of,  alienating,  encumbering  all manner of personal
     property and real estate and  establishing,  amending and extinguishing all
     kinds of personal and actual rights, including mortgages.

b)   Overseeing corporate organisation of the company and its business affairs.

c)   Executing  all manner of  document,  contract or legal  business,  with the
     terms,  clauses and  conditions  they consider it appropriate to establish;
     negotiating and agreeing upon arbitration;  taking part in competitions and
     auctions,  putting  forward  proposals  and  accepting  awards of contract.
     Acquiring,  encumbering  and  alienating,  in  any  form  and  in  general,
     realising any  operations in respect of shares,  holdings,  obligations  or
     other securities, as well as realising acts resulting from participation in
     other companies, either by being involved in their establishment or else by
     subscribing  shares or holdings in respect of increases in capital or other
     issues of securities.

d)   Administering  personal  property  and  real  estate;  making  declarations
     regarding building work and landscaping,  surveys, monumentation,  material
     divisions,  changes to  mortgages,  agreeing,  amending  and  extinguishing
     leases and any other assignments of usage and usufruct.

e)   Issuing,  accepting,  endorsing,  auditing and protesting bills of exchange
     and other transfer documents.

f)   Taking money on loan or credit, acknowledging debts and credits.

g)   Disposing of, monitoring,  opening and closing accounts and deposits of any
     sort in any kind of credit and savings establishment,  banks, including the
     Bank  of  Spain  and  other   Banks,   Institutions   and  other   official
     organisations,  and other institutions,  doing whatever may be permitted by
     legislation and banking practice. Renting and using safe deposit boxes.

h)   Appointing and dismissing employees and representatives,  signing contracts
     of employment,  contracts for transportation and leasing business premises;
     withdrawing and forwarding stocks, shipments and transfers.

i)   Appearing  before all manner of Court and Tribunal in any  jurisdiction and
     before  any kind of public  body,  under any  concept,  and in all sorts of
     actions and proceedings,  including arbitration; lodging appeals, including
     before the Supreme Court, for review or nullity,  ratifying instruments and
     waiving  action  voluntarily,   either  directly  or  through  Lawyers  and
     Barristers, to whom they may grant the relevant powers of attorney.

j)   Executing  and signing all manner of public and private  document;  drawing
     and collecting  any sum or funds from any public or private body,  signing,
     for such purposes, promissory notes, receipts, invoices and drafts.

k)   Granting, amending and revoking all kinds of power of attorney instruments.

l)   Guaranteeing  and standing  surety.  Establishing  pledges and mortgages as
     guarantee for the obligations of others.

Article  19.  The  office  of  Director  shall  be paid.  Remuneration  shall be
determined  for  each  financial  year  by  decision  of  the  General  Meeting,
consisting of a fixed sum.

Article 20.  Board of Directors

The Board of  Directors  shall be made up of a minimum of three and a maximum of
twelve members.

The Board of Directors shall be duly constituted when there are, at the meeting,
either  present or  represented  by another  Director,  one half plus one of its
members.  Representation  shall be granted by means of a letter addressed to the
Chairman.  Decisions  shall be adopted by absolute  majority of those present at
the  meeting,  which  must be called by the  Chairman  or  Vice-Chairman,  where
applicable.  Voting  in  writing  and  without  a  meeting  shall be valid if no
Director objects  thereto.  In the event of a tie, the person acting as Chairman
shall have the casting vote.

The Board shall meet whenever so  determined by the Chairman,  either on his own
initiative  or when so  requested by two of its  members.  Notification  thereof
shall be sent by  letter  or  telegram  addressed  to each and  every one of its
members, with twenty-four hours' advance notice.

It will designate its Chairman and a Secretary.


CHAPTER IV.  REMOVAL AND EXCLUSION OF PARTNERS

Article 21. The  partners  shall be  entitled  to leave the  Company and may be
excluded  therefrom by decision of the General  Meeting,  for the reasons and in
the form provided for in articles 95 et seq. of the Law.

Article 22. The Company shall be dissolved and liquidated for the reasons and in
the form provided for in articles 104 et seq. of the Law.

Article 23. The Directors at the time of dissolution  shall become  liquidators,
unless the General  Meeting  has  designated  someone  else when  agreeing  upon
dissolution.

The Liquidators  shall exercise their duties for an indefinite  time. Once three
years  have  elapsed  from  commencement  of  liquidation,   without  the  final
liquidation  balance being  submitted to the General  Meeting for approval,  any
partner  or person  with a  legitimate  interest  may call  upon the  Magistrate
responsible  for the corporate  domicile for removal of the  liquidators  in the
manner provided for in legislation.

Article  24.  The  liquidation  quota  corresponding  to each  partner  shall be
proportional to their holding in the capital stock.

CHAPTER V.  UNIPERSONAL COMPANY

Article 25. In the case of a unipersonal company, there shall be compliance with
the  provisions  of articles 125 et seq. of the Law, and the sole partner  shall
exercise the powers of the General Committee.

Once six months have  elapsed  from a single  partner  becoming the owner of all
corporate holdings, without such circumstance being registered with the Register
of Commercial Concerns, the sole partner shall be personally, without limitation
and severally  liable for company debts incurred during the unipersonal  period.
Once registered as a unipersonal  company,  the sole partner shall not be liable
for any debts subsequently incurred.
EX-99 62 b-371.htm CERT OF INCORP CINERGY RENOVABLES ARAGON, SL Cinergy Renovables Aragon 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                         CINERGY RENOVABLES ARAGON, S.L.

The underdesigned, Cesar Rodriguez,  attorney-at-law,  officiating under Spanish
Bar Association, declares that:

     1.-  Cinergy  Renovables  Aragon,  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 Paseo  Castellana  23,
     2(degree),  CP 28046,  Madrid,  Spain and  having  its  offices at the same
     place,  and being  registered in the Mercantile  Register of Madrid on Page
     B-83145052.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the  incorporation  at civil law notary,  officiating  in Madrid on 6
     November 2001.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is the  consultancy,  development,  construction,  operation
     and/or  ownership of energy  generating  plant,  particularly  wind energy,
     subject  to  compliance  with the  special  administrative  procedures  and
     requirements  laid down by law.  The Company  objects  shall  comprise  the
     holding, acquisition and disposal of immovable property.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  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, 2(degree), Madrid;
          2. Maria del Carmen  Garcia  Arguelles,  adult of age,  Spanish,  with
          domicile in Paseo de la  Castellana,  23, 2(0),  Madrid and Spanish ID
          number 10.874.842-M;
          3. Francisco Rausell Solari,  adult of age, Spanish,  with domicile in
          Paseo de la Castellana  23,  2(degree),  Madrid and Spanish I.D number
          27.289.321-M.

     6.- The secretary  non-director is Cesar Rodriguez Gonzalez,  of legal age,
     Spanish,  residing  at Paseo de la  Castellana  23,  2(degree),  Madrid and
     provided with National Identity number 52.611.658-D.



Signed in Madrid on 19 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 63 b-372.htm ART OF ASSOC CINERGY RENOVABLES ARAGON, SL Cinergy Renovables Aragon 
ARTICLES OF ASSOCIATION

PART I - GENERAL PROVISIONS

Article 1 - Company name

The Company shall be called CINERGY RENOVABLES ARAGON, S.L. UNIPERSONAL

Article 2 - Company objects

1. The Company objects shall comprise  consultancy,  development,  construction,
operation and/or ownership of energy generating plant, particularly wind energy,
subject  to  compliance   with  the  special   administrative   procedures   and
requirements  laid down by law. The Company  objects shall comprise the holding,
acquisition and disposal of immovable property.

2. The activities  included in the Company  objects whose exercise  requires any
professional  qualification,  administrative  authorization  or entry in  public
registers by law may only be executed by persons holding such authorization and,
where   appropriate,   may  not  commence   prior  to  obtaining   the  relevant
authorization or entry.

3. The activities comprising the Company objects may be conducted by the Company
totally or partially,  directly or indirectly,  in any of the forms permitted by
law and,  in  particular,  by holding  shares or  interests  in  companies  with
identical or similar objects.

Article 3 - Company period, year-end date and commencement of trading

1. The Company shall be set up for an indefinite period.

2. The year-end date shall be 31 December each year.

3.  The  Company  shall  commence  trading  on  the  date  of  execution  of the
incorporation papers.

Article 4 - Company domicile and branches

1. The Company shall be domiciled at Paseo de la Castellana  23, 2(0), CP 28046,
Madrid.

2. The  governing  body shall be competent to decide or agree to the transfer of
Company domicile within the same municipal district.

3.  The  governing  body  shall  also be  competent  to  decide  or agree to the
formation,  abolition or transfer of  branches,  within and outside the national
territory.


PART II - COMPANY CAPITAL AND HOLDINGS

Article 5 - Company capital

The Company  capital  amounts to THREE  THOUSAND AND FIFTY  (3,050) EUROS and is
divided into THREE  THOUSAND AND FIFTY (3,050)  Company  holdings with a nominal
value of ONE (1) EURO each,  numbered  consecutively  from 1 to 3,050 inclusive,
that may be accumulated and are indivisible,  that may not be incorporated  into
negotiable  securities or called shares. The Company capital is fully subscribed
and paid up.

Article 6 - Transfer of Company holdings

1. The voluntary  transfer of Company holdings by means of acts drawn up between
living  persons is subject to the general rules  contained in the law on limited
liability companies.

2. The compulsory  transfer of Company holdings shall be governed by the general
rules of the law on limited liability companies.

The Company shall hold a  preferential  purchase  right to the Company  holdings
that are the object of auction or any other  form of  compulsory  transfer.  The
content of this preferential  purchase right shall be that determined by the law
on limited  liability  companies  and it may only be exercised by the Company if
the partners fail to exercise the right they hold by law.

3. The rules on the  transfer  of Company  holdings on account of death shall be
those laid down by law.

The surviving partners shall hold a preferential  purchase right to the holdings
of the deceased partner, assessed at their actual value on the date of the death
of the partner.  The provisions of the law shall govern the establishment of the
value,  conditions of exercising  the  preferential  purchase  right and form of
payment.

4. Transfers made in breach of the provisions of this Article shall not apply to
the Company.

PART III: COMPANY BODIES

Article 7.- Company bodies

The Company shall have a General  Meeting and a Board of Directors.  With regard
to everything not provided for in these Articles, these bodies shall be governed
by the provisions of the law on limited liability companies.

SECTION 1.  GENERAL MEETING OF SHAREHOLDERS

Article 8 - Competence of the General Meeting

The General Meeting shall  deliberate and agree, by the majority  established by
law or by the Articles,  on matters falling within its competence  determined by
the law and by these  Articles.  The  matters  referred  to in  Article 16 shall
comprise,  inter  alia,  matters  reserved  for the  competence  of the  General
Meeting.

Article 9 - Notice of the General Meeting

1. The  General  Meeting  shall be  called  by the  governing  body  and,  where
appropriate, by the Company liquidators.

2. The General Meeting shall be called by individual  notification,  which shall
be  forwarded by certified  post with  acknowledgment  of receipt to the address
indicated in the Shareholders' Register.  There shall be a period of at least 15
days  between  the date on which the notice is sent to the last of the  partners
and the date specified for holding the meeting.

3. The notice shall be signed by the Chairman of the Company Board of Directors.

Article 10 - Place of the meeting

The General Meeting shall be held in the place and at the address  determined in
the notice. If the notice does not expressly  indicate the place of the meeting,
the General Meeting shall be deemed to be called at the Company domicile.

Article 11 -Universal General Meeting

1. The General  Meeting shall be duly held to deal with any matter,  without the
need for prior  notice,  whenever  the  entire  Company  capital  is  present or
represented  and those present  unanimously  agree to hold the meeting and agree
the agenda thereof.

2. The  Universal  General  Meeting  may be held  anywhere  within the  national
territory or abroad.


Article 12 - Attendance and representation

1. The General  Meeting  may be  attended by the holders of one or more  Company
holdings  who  have  entered  them in the  Shareholders'  Register  or who  have
notified the Company of their acquisition prior to the meeting.

2. Partners may be  represented  at the General  Meeting by other  partners,  by
their spouses, ascendants or descendants, or by persons holding general power of
attorney  conferred by notarial  instrument with powers to administer the entire
wealth of the Principal in national territory.


Article 13 - Board of the General Meeting

1. The Chairman and Secretary of the General Meeting shall be those appointed by
the partners present at the start of the meeting.

2. If the  presence of a notary is  required,  the notary shall form part of the
Board of the General Meeting.

Article 14 - List of those present

1. Before  dealing with the agenda,  the Secretary of the General  Meeting shall
draw up a list of those present,  indicating the number of partners  present and
the number of partners represented and their  representations,  and the relevant
holdings by number.

2. If the  attendance  list is not  attached  at the front of the minutes of the
General Meeting, it shall be attached as an annex signed by the Secretary,  with
the approval of the Chairman.

Article 15 - Method of deliberating adopted by the General Meeting

1. Once the attendance  list is drawn up, the Chairman shall declare the General
Meeting validly held, where applicable,  specifying  whether it can consider all
the items on the  agenda  or,  where  appropriate,  on which  ones it is able to
deliberate and pass resolutions.

2. The  Chairman  shall  submit  the items on the agenda  for  deliberation,  as
indicated thereon.

3. Every person with the right to attend may take part in the  deliberation,  at
least  once,  in  relation  to each of the points on the  agenda,  although  the
Chairman of the General  Meeting may  establish the order of  participation  and
limit the maximum period of each one at any time.

4. Once the  Chairman  considers  an item to be  sufficiently  debated,  he will
submit it to the vote.

Article 16 - Method of passing resolutions

1.  Resolutions  shall be passed by a majority of votes validly  cast,  provided
they represent  one-third of the votes  corresponding to the holdings into which
the Company capital is divided. No blank votes shall be counted.

2. The removal of members of the Board  shall  require  the  favourable  vote of
two-thirds  of the votes  corresponding  to the holdings  into which the Company
capital is divided.

3. Resolutions on the exclusion of partners and resolutions on authorization for
directors to dedicate themselves on their own behalf or on someone else's behalf
to the same,  similar or complementary kind of activity as that constituting the
Company  objects  shall also require the  favourable  vote of  two-thirds of the
votes corresponding to the holdings into which the Company capital is divided.

4.  Notwithstanding  the provisions laid down in the foregoing  paragraphs,  the
following shall require the favourable vote of 80% of the votes corresponding to
the holdings into which the Company capital is divided:

1) Resolutions to increase or reduce the capital and any other  amendment to the
Articles, including a change of Company objects;

2) Resolutions on the liquidation of the Company;

3) A change in the type of governing body and the number of members thereof;

4) Resolutions on the acquisition, sale or redemption of holdings;

5) Resolutions relating to situations of Company insolvency;

6) Resolutions on the distribution of dividends;

7) Resolutions on the appointment and dismissal of auditors,  where  applicable,
without prejudice to the legal provisions;

8)  Resolutions  on the  transformation,  merger or  hive-off of the Company and
abolition of the preferential right to increases in capital.

5. With regard to decisions  over the Company net profits,  net profits shall be
deemed to be distributed,  where appropriate,  every year to partners,  unless a
resolution against distribution is passed by 80% of the Company capital,  always
according to the balance sheet approved and always observing the  appropriations
to be made beforehand, according to the current legislation.


SECTION 2 - GOVERNING BODY

Article 17 - Structure of the governing body

1. The Company shall be managed, as decided by the General Meeting, according to
the legal provisions, by a Board of Directors, with a minimum of three directors
and a maximum of six.

2. The General Meeting shall have sole competence to appoint the directors.

3.  Alternative  directors  may be  appointed  in case  any of them  cease to be
directors.

Article 18 - Subjective conditions, non-remuneration and period of office

1. It shall not be  necessary to be a partner to be appointed as a member of the
governing body.

2. Members of the governing body shall hold office for an indefinite period.

3. The position of member is free.

Article 19 - Management powers

1. The governing body shall represent the Company in and out of court and in all
acts included in the Company objects.

2. The governing  body shall have  competence  over any matters  relating to the
management,  representation  and  administration  of the Company,  including all
types of acts of disposal.

Article 20 - Power of representation

The governing body shall hold the power of representation in and out of court in
the manner laid down by law.

Article  21 - Duties of the Board of Directors

1. The Board of Directors  shall appoint its Chairman and, as an option,  one or
more Vice Chairmen.  If there is more than one Vice  Chairman,  each of the Vice
Chairmen shall be numbered. The priority of the number shall determine the order
in which the Vice Chairmen  substitute the Chairman in the event of his absence,
incapacity or vacancy.

2. The Board of Directors  shall appoint a Secretary  and, as an option,  a Vice
Secretary,  who need not be a director, in which case he shall have the right to
speak but not vote.  The Vice  Secretary  shall  substitute the Secretary in the
event of his absence, incapacity or vacancy.

Article 22 - Notice of meetings of the Board of Directors

1. The Board of Directors  shall be convened by the Chairman or, in the event of
his death, absence, incapacity or impossibility,  by the Vice Chairman, whenever
he considers it necessary or advisable,  a meeting having to be held every three
months.  The meeting shall necessarily be called whenever  requested by at least
one member of the  governing  body.  If 14 days  elapse  following  receipt of a
request without the Chairman calling a Board meeting,  the meeting may be called
by the member of the Board requesting the meeting.

2. The notice shall indicate the agenda for the meeting.

3. The  notice  shall be sent by letter  with  acknowledgment  of receipt to the
address of each of the members of the Board included in the Company records,  at
least 15 days prior to the date specified for the meeting.

Notice shall not be necessary if all the members of the Board of Directors  have
been called at the previous meeting.

4. The Board of Directors  shall be deemed to be validly formed without the need
for notice if all its members are present or represented and  unanimously  agree
to hold the meeting.

5. Written  ballot with no meeting shall only be accepted when no member objects
to such procedure.


Article 23 - Place of the Board meeting

The Board of Directors shall hold meetings at the Company  domicile,  unless the
notice indicates any other place.  Notices  indicating a place abroad shall only
be valid if no member objects thereto.




Article 24 - Formation of the Board of Directors

1. The Board of Directors shall be validly formed to deliberate and agree on any
matter when five members  thereof are present or  represented  on the day of the
General Meeting, even if such number is not covered in full or even if vacancies
subsequently arise.

2. The members of the Board of Directors may only delegate their  representation
to other members of the Board.

3.  Representation  shall be  conferred  in writing  and  specifically  for each
meeting.

Article 25 - Agenda of the Board of Directors

The Board of Directors may  deliberate and pass  resolutions on matters  falling
within its competence, even if not included in the agenda given in the notice.

Article 26 - Method of  deliberating  and  passing  resolutions  of the Board of
Directors

1. The Chairman  shall submit the items on the agenda for  deliberation.  Any of
the  members of the Board,  prior to the  meeting or during the course  thereof,
shall be entitled to submit any other matter for deliberation and voting, in the
order determined by the Chairman in his prudent opinion.

2. Once the Chairman considers an item to be sufficiently  debated, he shall put
it to the vote,  each  member of the Board  present or  represented  holding one
vote.

3. Resolutions  shall be passed by an absolute  majority of members of the Board
attending personally or by proxy.

4. Notwithstanding the foregoing, the adoption of resolutions on the matters set
out below  shall  require  the  favourable  vote of at least  two-thirds  of the
members of the Board of Directors:

1) Contracting new loans granting financing not required for the ordinary course
of Company business;

2) Amending contracts previously signed by the Company;

3) Granting guarantees in favour of the Company or other persons;

4) Without prejudice to the provisions set out in the foregoing paragraphs,  the
formation of mortgages or any type of real or personal guarantee, as well as the
formation of any lien on the assets or income of the Company on any account;

5)  Granting  loans or credits  in favour of third  parties,  apart from  credit
granted as a result of the ordinary course of business;

6) Contracting with any partner or with the affiliated company of any partner;

7) Disposal of any of the Company's tangible fixed assets;

8) Any contracting falling outside ordinary Company business;

9) Both the  commencement  and the filing of disputes or defences in relation to
claims made in law or through arbitration.

10) The approval and alteration of budgets;

11) Incurring  any expense  exceeding  that  budgeted  for,  apart from cases of
proven urgency or legal or contractual  obligation validly contracted  according
to these Articles;

12) Engaging employees;

13) The acquisition or disposal of shares or holdings in other companies;

14) Establishing long-term agreements requiring notice periods of at least three
months for giving notice of termination  of the agreement or comprising  serious
or unquantifiable risks on the date of formalization of such agreements;

15) Arranging  contracts  whose global price for the Company  exceeds the sum of
5,000,000 pesetas.


Article 27 - Delegation of powers

1. The Board of Directors may permanently  delegate all or part of its powers to
an executive committee and to one or more managing directors,  and determine the
members of its Board forming the delegated body.

2. The permanent  delegation of powers and  determining the members of the Board
to occupy such posts shall  require the  favourable  vote of  two-thirds  of the
number of members of the Board fixed by the General  Meeting at the time for the
composition of such body,  even if such number is not covered in full or even if
vacancies subsequently arise.

3. The  managing  directors  shall be  expressly  required to inform each of the
members of the daily management of the Company.

PART IV

DISSOLUTION AND LIQUIDATION OF THE COMPANY

Article 28 - Dissolution and liquidation of the Company

The Company shall be dissolved for the reasons and with the effects laid down by
law.

Article 29 - Liquidators

Once the Company is dissolved,  all the members currently  appointed and entered
in the Commercial  Register shall automatically  become liquidators,  unless the
Company  has  appointed  other  liquidators  on  agreeing  to  dissolution.  The
liquidators  shall  act  immediately  according  to the  specific  rules  of the
structure then held by the governing body.

Article 30 - Power of representation of the dissolved Company

In the event of dissolution of the Company, the power of representation shall be
held  by  the  liquidators   jointly,   whatever  the  rules  on  the  power  of
representation attributed to the governing body.
EX-99 64 b-373.htm CERT OF INCORP SAN JUAN DE BARGAS EOLICA San Juan de Bargas Eolica 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                         SAN JUAN DE BARGAS EOLICA, S.L.

The undersigned, Cesar Rodriguez, attorney-at-law, officiating under Spanish Bar
Association, declares that:

     1.- San Juan de Bargas  Eolica,  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  Villanueva  de  Gallego,
     Zaragoza, Aragon, Spain and having its offices at the same place, and being
     registered in the Mercantile Register of Zaragoza on Page Z29.656.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the incorporation at civil law notary,  officiating in Zaragoza on 10
     July 2001.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is to promote, build, and develop wind farms.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  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,  2(degree),
               Madrid;
          2.   Maria del Carmen Garcia Arguelles,  adult of age,  Spanish,  with
               domicile in Paseo de la Castellana,  23, 2(0), Madrid and Spanish
               ID number 10.874.842-M;
          3.   Augusto Fernandez Guaza, adult of age, Spanish,  with domicile in
               Villanueva de Gallego, Zaragoza, Aragon;
          4.   Jose Luis Garcia Arias,  adult of age, Spanish,  with domicile in
               Villanueva de Gallego, Zaragoza, Aragon;
          5.   Isabel Munagorri Arregi, adult of age, Spanish,  with domicile in
               Villanueva de Gallego, Zaragoza, Aragon;
          6.   Daniel Fernandez Cabanuz, adult of age, Spanish, with domicile in
               Villanueva de Gallego, Zaragoza, Aragon;
          7.   Francisco Berne Floria,  adult of age, Spanish,  with domicile in
               Villanueva de Gallego, Zaragoza, Aragon;
          8.   Antonio Zaforteza Rodes, adult of age, Spanish,  with domicile in
               Villanueva de Gallego, Zaragoza, Aragon;

     6.- The secretary  non-director is Rafael Alcazar Crevillen,  of legal age,
     Spanish, with domicile in Villanueva de Gallego, Zaragoza, Aragon.



Signed in Madrid on 23 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 65 b-374.htm ART OF ASSOC SAN JUAN DE BARGAS EOLICA, SL San Juan De Bargas Eolica 
                           ARTICLES OF ASSOCIATION OF
                         SAN JUAN DE BARGAS EOLICA, S.L.


      PART I - NAME, OBJECTS, PERIOD, COMMENCEMENT OF TRADING AND DOMICILE


Article 1.  NAME AND REGULATIONS

The  Company  will be governed  by the legal  regulations  in force at any time,
known as "SAN JUAN DE BARGAS EOLICA, S.L.".


Article 2.  OBJECTS

The Company objects  comprise the promotion,  construction and operation of wind
equipment.

The  activities  comprising  the  Company  objects may be  conducted  totally or
partially indirectly,  by holding shares or interests in companies with the same
or similar objects.


Article 3.  PERIOD AND COMMENCEMENT OF TRADING

The Company is set up for an indefinite period and will commence trading today.


Article 4.  DOMICILE

The Company will be domiciled at Carretera de Huesca,  Kilometro 9,800,  Gallego
(Saragossa).  The governing body will deal with the transfer of domicile  within
the  same  municipal  district  and the  formation,  abolition  or  transfer  of
branches,  agencies or representative  offices,  both in national  territory and
abroad.


                      PART II. COMPANY CAPITAL AND HOLDINGS


Article 5.  COMPANY CAPITAL

The Company capital  amounts to THREE THOUSAND SIX HUNDRED EUROS  ((euro)3,600),
represented  by and divided into 3,600  holdings with a nominal value  of(euro)1
each,  numbered  consecutively  from 1 to  3,600  inclusive,  which  may  not be
incorporated into negotiable  securities or called shares,  fully subscribed and
paid up.



Article 6.  PARTNER'S RIGHTS

Each  holding  will confer on its holder the  capacity of partner and the rights
laid down by law.


Article 7.  TRANSFER OF HOLDINGS

Transfer  between  living  persons  will be freely  effected  between  partners,
spouses, ascendants and descendants.

With regard to other transfers between living persons,  the following provisions
will apply:

a)   The  partner  wishing  to  transfer  or assign  all or part of its  Company
     holdings in any way should  notify the Company  administration  in writing,
     indicating  the number and price,  which will be notified  to the  partners
     within a period of 15 days.

     Within 30 days following such notification,  the other partners may acquire
     the Company  holdings at the price agreed or,  failing  that,  at the price
     determined by compliance  with the provisions laid down in point e) of this
     Article. If several partners are interested in acquiring the holdings, they
     will be apportioned among them in proportion to their existing holdings. If
     the number of Company  shares is not exactly  divisible,  the excess shares
     will be apportioned among the partners by draw.

b)   If  that  period  elapses  and  none  of the  partners  has  exercised  the
     preferential  purchase  right,  the Company  will have a further 30 days to
     acquire the holdings for repayment, with a reduction in Company capital.

c)   Following that period, the Company holdings may be freely disposed of. This
     freedom to sell will be evidenced by a certificate  issued by the governing
     body and will be delivered to the selling  partner within five working days
     following termination of the latter period.

d)   The  aforesaid  freedom of sale will be forfeit six months after  notifying
     the vendor.

     Once such freedom is forfeit,  if the partner has not effected the sale and
     insists on doing so at any other  time,  it will be required to comply with
     all the provisions laid down in this Article once again.

e)   The price of transfer of the  holdings to other  partners or to the Company
     will be the value of the  holding  fixed by  experts  for that  purpose  by
     drawing up an updated extra-accounting  inventory. The Company will appoint
     one expert and the vendor  another one and, if they fail to agree,  a third
     will be  appointed  by the Judge or  Chairman  of the  Official  Chamber of
     Commerce of the province in which the Company is domiciled.

     This valuation will be binding on the Company and on the partners,  without
     appeal.

     All  partners  so  requesting  will  receive  notification  of the  holding
     valuation agreements by registered post.

f)   The  final  selling  price to third  parties  may  never be less  than that
     offered to the governing body.

g)   The  transfer  of  holdings  on  account  of death or by  donation  will be
     effected  freely when it is made to the partner's  spouse,  descendants  or
     ascendants.

     If it is made to other persons, such persons will be required to notify the
     governing  body within three months  following  the death of the partner or
     the date of the  donation,  which will be  effected in the manner laid down
     for transfers between living persons in this Article,  but solely in favour
     of partners,  observing the  provisions of Article 100 of Law No. 2/1995 on
     valuation,  failing agreement, and, if preferential purchase rights are not
     exercised, the heirs, legatees or donees will be regarded as partners.

h)   Transfers of holdings failing to comply with the provisions of this Article
     will not be applicable vis-a-vis the Company.


                            PART III - COMPANY BODIES


                                 General Meeting


Article 8.  POWERS OF THE GENERAL MEETING.  RESOLUTIONS

The  General  Meeting  will be  responsible  for the  administration  and senior
management of the Company.  Legally formed,  it will represent all the partners,
hold the senior  management of the Company and its resolutions  adopted pursuant
to the law and these Articles will be immediately enforceable and binding on all
the partners,  including  those  absent,  dissenting  or  incapacitated,  always
without detriment to the right of appeal granted by law.


Article 9.  RIGHT OF ATTENDANCE AND REPRESENTATION

All partners will be entitled to attend General Meetings,  with a right to speak
and vote.

Any partner may be represented at the General  Meeting by another  partner or by
his spouse,  ascendants,  descendants or by any person holding  general power of
attorney  conferred by notarial  instrument with powers to administer the entire
wealth of the Principal in national territory.

The  representation   will  comprise  all  the  holdings  held  by  the  partner
represented and should be conferred in writing.  If a notarial instrument is not
drawn up, representation should be given for each General Meeting.


Article 10.  TYPE OF GENERAL MEETINGS.  SESSIONS

General Meetings may be Ordinary or Extraordinary.

Ordinary General Meetings will be held within the first six months of each year,
on the date and at the time and place indicated in the notice.

Extraordinary General Meetings will be held whenever considered advisable by the
governing   body,  or  when  requested  in  writing  by  one  or  more  partners
representing at least 5% of the Company capital.

In such event,  the General  Meeting should be called within one month following
the date on which the governing body has been requested by notary to convene it,
the items requested having to be included on the agenda.


Article 11.  NOTICE AND UNIVERSAL GENERAL MEETING

Ordinary and Extraordinary General Meetings will be called by the governing body
by  registered  letter  with  acknowledgment  of  receipt,  sent  to each of the
partners at least 16 days in advance and to the address  registered  by each one
for that  purpose.  The notice will  contain the agenda and the date and time of
the meeting.

Notwithstanding the provisions set out in the foregoing  paragraph,  the General
Meeting  will be deemed to be convened and will be validly held to deal with any
matter,  without the need for prior notice,  whenever the entire Company capital
is present or represented and the persons present  unanimously  agree to holding
the meeting and the agenda thereof.


Article 12.  GENERAL MEETING

1.  DELIBERATIONS

The Chairman  will allow  persons to speak and will  determine the time of their
participation  and when it should end.  The Chairman and any of the partners may
ask for the opinion of each  partner to be given in brief and  reasoned  form in
writing, for better deliberation thereon.

2.  MAJORITY PRINCIPLE

Company  resolutions  will be  passed by a  majority  of votes  validly  issued,
provided they  represent at least  one-third of the votes  corresponding  to the
Company holdings into which the Company capital is divided. Blank votes will not
be counted.

As an exception to the foregoing:

a)   The  increase  or  reduction  in  capital  and any other  amendment  to the
     Articles of Association not requiring a qualified majority will require the
     favourable vote of more than half the votes  corresponding  to the holdings
     into which the Company capital is divided.

b)   The  transformation,  merger  or  hive-off  of the  Company,  abolition  of
     preferential rights to increases in capital,  exclusion of partners and the
     authorization  referred  to in Article  65  section 1 of Law No.  2/95 will
     require  the  favourable   vote  of  at  least   two-thirds  of  the  votes
     corresponding to the holdings into which the Company capital is divided.

     The provisions of Articles 68 and 69 of the aforesaid Law No. 2/95 will not
     be prejudiced.


Article 13.  CHAIRMAN AND SECRETARY

The  Meeting  will be chaired by the  partner  appointed  by it. He will  direct
debates  and deal  with any  queries  arising  over the  procedure  for  holding
Meetings.  The Meeting will also appoint the Secretary,  who will be responsible
for drawing up the minutes.


Article 14.  MINUTES AND CERTIFICATION

The  minutes  should be  approved  therein  and will be signed by those  persons
acting  as  Chairman  and  Secretary.  Certificates  will be  issued  by  anyone
authorized  to do  so,  according  to  Article  109 of  the  Regulations  of the
Commercial Register.


Article 15.  ORDINARY GENERAL MEETING

The  Ordinary  General  Meeting  will be held to give its opinion on the Company
management,  approve the accounts and balance sheets for the previous year where
appropriate and decide on the distribution of profits.


Article 16.  RIGHT TO EXAMINE THE ACCOUNTS

Once notice of the General  Meeting has been given,  any partner may obtain from
the Company,  immediately  and free of charge,  the documents  submitted for the
approval  thereof and also the  management  report and, where  appropriate,  the
auditors' report.

The notice should mention this right.

During that same period, the partner or partners representing at least 5% of the
capital may examine the documents  supporting  and  providing  background to the
annual  accounts  at the  Company  domicile,  themselves  or  together  with  an
accountant.


                                 Governing body


Article 17.  GOVERNING BODY

The Company will be  represented,  governed and managed,  on the election of the
General Meeting, by:

a)   A sole director;
b)   Two or more joint and several directors, up to a maximum of five.
c)   Two joint directors.
d)   A board of directors.

Directors or members will be elected for an indefinite period.

When the Company  administration  and  representation  is assigned to a board of
directors, the following rules will apply:

1.   It will be governed by a minimum of three and a maximum of 12 members.

2.   It will elect its Chairman and Secretary  and,  where  appropriate,  a Vice
     Chairman and a Vice Secretary.

3.   The Secretary and Vice  Secretary  need not be members,  in which case they
     will be entitled to speak but not vote.

4.   It will meet  whenever  requested  by at least two of its  members  or when
     decided  by the  Chairman,  or  anyone  acting  in his  place,  who will be
     responsible for calling it. Notice should be given by written notification,
     indicating the date and time of the meeting and the place if other than the
     Company domicile,  and should be given at the very latest two days prior to
     the date of the meeting.

5.   It will be validly  formed when half plus one of its members are present or
     represented at the meeting. Representation will be conferred by letter sent
     to the Chairman.

6.   The Chairman  will open the meeting and direct the  discussion  on matters,
     allowing  persons to speak and  providing  information  and  reports on the
     trend of Company business for the members of the board.

7.   Resolutions will be passed by an absolute  majority of those present at the
     meeting; in the event of a tie, the Chairman will have the casting vote.

8.   Discussions  and  resolutions  of the board  will be drawn up in the Minute
     Book, which will be signed by the Chairman and the Secretary.

9.   Resolutions will be executed by the Secretary and, where  appropriate,  the
     Vice Secretary,  who need not be members, the member appointed by the board
     in each case or the legal representative with powers to execute and convert
     the Company resolutions into public documents.

10.  One or more Managing  Directors may be appointed from its members,  without
     prejudice to the powers of attorney  conferred on any person,  establishing
     the powers to be conferred in each case.

11.  The  permanent  delegation of any power of the Board of Directors to one or
     more Managing  Directors and the appointment of the persons  occupying such
     posts will require the favourable  vote of two-thirds of the members of the
     board to be valid.

12.  Under no circumstances will the presentation of accounts and balance sheets
     to the General  Meeting or the powers  conferred  by it on the board be the
     object of delegation, unless expressly authorized.


Article 18.  POWERS

The  governing  body may effect and implement  anything  included in the Company
objects and exercise any powers not expressly  reserved for the General  Meeting
by law or by these  Articles.  Purely by way of  indication,  the governing body
will hold the  following  powers and anything  else related  thereto,  fully and
without any limitation:

I.   Manage movable and immovable  property;  exercise and comply with all kinds
     of rights and obligations;  submit,  demand and approve accounts;  sign and
     follow up  correspondence;  issue and withdraw drafts and remittances;  set
     up,  amend,  terminate  and  settle  all kinds of  contracts,  particularly
     leasing, partnership, insurance, employment and transportation contracts of
     any kind; evict tenants, lessees,  partners, farm hands, porters, occupiers
     and all kinds of  occupants;  appoint  and dismiss  workers and  employees;
     recognize,  accept,  pay and collect any debts,  credits and obligations in
     capital,  interest and repayments,  and relating to any person or public or
     private body,  including the State,  province,  municipality and autonomous
     communities,  signing receipts,  balances,  approvals and vouchers;  attend
     meetings of owners,  partners,  joint owners and other joint holders or any
     other type of meetings with the right to speak and vote.

II.  Dispose of, transfer,  burden,  acquire or contract  actively or passively,
     with  regard to all  kinds of  movable  and  immovable  property,  real and
     personal rights,  company holdings,  shares and bonds, coupons,  securities
     and any public or private effects, being able to do so under the conditions
     and at  the  cash,  admitted  or  deferred  price  considered  appropriate;
     exercise,  grant,  assign and accept  purchases  and sales,  contributions,
     exchanges,  transfers  of payment and for  payment,  repayments,  releases,
     subrogations,  rights of  repurchase,  options  and  preferential  purchase
     rights,   declarations  of  new  works  and  demolished   works,   property
     alterations,  letters of payment,  bonds,  transactions,  undertakings  and
     arbitration;  set up, recognize,  accept, execute, transfer, divide, amend,
     extinguish  and  cancel  totally  or  partially  usufructs,  rights of way,
     pledges,  mortgages,  antichresis,  all  kinds of  communities,  horizontal
     ownership,  annuity contracts, surface rights and, in general, any real and
     personal rights; and accept pure,  conditional and burdensome  donations on
     any kind of property.

III. Market,  manage and  administer  the Company's  commercial  and  industrial
     business,  taking any measures relating to trade, take part in competitions
     and auctions, submitting proposals, reservations and protests and accepting
     awards;  set up,  alter,  extend,  dissolve  and  liquidate  all  kinds  of
     companies,  exercising all partner's  rights and obligations and accept and
     hold offices therein.

IV.  Issue, accept, guarantee, endorse, collect, pay, participate in and protest
     bills of exchange,  cheques and other  effects;  open,  follow,  cancel and
     settle savings books,  current accounts and credit accounts,  with personal
     guarantee or securities;  grant  commercial  credits actively or passively;
     guarantee and issue guarantees for others;  issue and receive cash on loan,
     with or without  interest and with  personal  guarantee,  securities or any
     other form; set up,  transfer,  alter,  cancel and withdraw  provisional or
     final  deposits  of cash,  securities  and other  assets;  purchase,  sell,
     exchange,  pledge and negotiate bills and securities and collect  interest,
     dividends and repayments thereon;  lease safes and, in general,  operate in
     savings banks, banks, including the Bank of Spain and other similar offices
     and  bodies,  disposing  of assets  existing  therein  for any reason  and,
     generally,  taking any measures  permitted by the banking  legislation  and
     practice.

V.   Appear  before  courts,   tribunals,   judiciary,   tax  offices,   unions,
     delegations, juries, commissions,  notaries, registry offices and all kinds
     of public or private offices,  authorities and  organizations of the State,
     province,   municipality   and  autonomous   bodies  in  civil,   criminal,
     administrative,  government, labour, tax and ecclesiastical matters, at all
     levels,  jurisdictions  and  stages;  promote,  file,  follow,  contest and
     terminate as plaintiff,  applicant, third party, party summoned, defendant,
     opponent  or in any other  form all  kinds of  measures,  acts,  judgments,
     causes,  negotiations,   declarations,   exceptions,   statements,  claims,
     complaints and appeals,  even to the Court of Cassation,  with the power to
     draw  up  personal  ratifications,   waivers  and  acceptances,   reply  to
     interrogatories;  confer  powers for the  aforesaid  purposes  in favour of
     court attorneys,  lawyers and other professionals holding the usual powers;
     submit declarations of suspension of payments,  arrangements with creditors
     and bankruptcy; issue arrangements with creditors; attend meetings with the
     right to speak and vote; accept and contest agreements;  appoint and accept
     posts as supervisors, auditors, agents and any others.

VI.  Confer  general or special  powers of attorney on other  persons,  with all
     kinds of powers,  apart from those  that  cannot be  delegated;  revoke all
     kinds of powers.

     Once power has been  conferred by the  governing  body in favour of another
     person,  such person will in turn be deemed to be  authorized to substitute
     any or all of the  foregoing  powers,  apart  from  those  for  which  such
     substitution is expressly prohibited.

VII. And exercising each and every one of the foregoing  powers,  issue and sign
     any public and private documents necessary.


Article 19.  DIRECTORS' RESPONSIBILITIES

The  directors  will be liable  vis-a-vis  the  Company,  partners  and  Company
creditors  for any loss caused by acts contrary to the law or the Articles or by
those executed without the diligence required of their position.

All the members of the governing  body  performing  the  detrimental  measure or
adopting the detrimental resolution will be jointly liable, apart from those who
can prove that, not  participating in its adoption and execution,  they were not
aware of its existence or, being aware, took all appropriate measures to prevent
the loss or, at least, expressly objected thereto.

Under no circumstances  will the fact that the detrimental act or resolution has
been adopted,  authorized or ratified by the General Meeting constitute a reason
for exemption from liability.


Article 20.  PAYMENT

The  position  of  director  will be  remunerated  with  an  annual  fixed  sum,
determined by the General Meeting for each year.


Article 21.  PROHIBITION FROM COMPETITION

The directors may not conduct any similar or complementary kind of activities to
those  constituting  the objects of this Company on their own or someone  else's
behalf without the Company's express  authorization,  given by resolution passed
by the General Meeting.


               PART IV - BALANCE SHEET AND DISTRIBUTION OF PROFITS


Article 22.  FINANCIAL YEAR

The financial year will coincide with the calendar year.


Article 23.  PREPARATION OF THE BALANCE SHEET

Within three months of the close of the financial  year, the governing body will
draw up the balance sheet,  profit and loss account,  proposed  distribution  of
profits and explanatory notes.


Article 24.       APPROPRIATION OF PROFITS

The General  Meeting will dispose of the net profits  obtained  each year in the
manner  considered  advisable  and  always  within  the  legal  limits,  without
prejudice  to an  adequate  tax  provision  and the  provisions  of the  laws on
compulsory reserves.


Article 25.  PAYMENT OF DIVIDENDS

Credit  dividends  not claimed by partners  within five years of the date of the
accrual or creation of the right  thereto will be  time-barred  in favour of the
Company.


                      PART V - DISSOLUTION AND LIQUIDATION


Article 26.  REASONS FOR DISSOLUTION

The reasons for dissolution will be those laid down by law.


Article 27.  LIQUIDATION

Once the Company is dissolved, the General Meeting will appoint an odd number of
liquidators.


Article 28.  DIVISION OF COMPANY ASSETS

The assets  resulting from the payment of Company debts and obligations  will be
apportioned  among the Company  partners in proportion to the nominal  amount of
their Company holdings.


                              PART VI - ARBITRATION


Article 29.  ARBITRATORS IN EQUITY

All issues  arising  between the Company and the  partners,  administrators  and
liquidators  not provided for by these  Articles will be resolved by arbitrators
in equity appointed pursuant to the Law of 5 December 1988, without prejudice to
any appeals partners are entitled to make.


Article 30.  LAWS APPLICABLE

Any matter not  provided  for herein  will be  resolved  pursuant  to the law on
limited companies,  commercial code and other provisions  especially  applicable
thereto and,  failing that, by those of ordinary  legislation  and by commercial
use and practice.
EX-99 66 b-375.htm CERT OF INCORP TRATAMIENTO CoI Tratamiento y Generacion de Energia 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                    TRATAMIENTO Y GENERACION DE ENERGIA, S.L.

The undersigned, Cesar Rodriguez, attorney-at-law, officiating under Spanish Bar
Association, declares that:

     1.- Tratamiento y Generacion de Energia,  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  Avenida  Academia
     General,  Militar  52,  Zaragoza,  Spain and having its offices at the same
     place, and being registered in the Mercantile  Register of Zaragoza on Page
     Z29.728.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the incorporation at civil law notary,  officiating in Zaragoza on 30
     July 2001.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is to promote, build, manage and develop animal waste plants
     with cogeneration plants and any other activity related thereto.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  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,  2(degree),
               Madrid;
          2.   Maria del Carmen Garcia Arguelles,  adult of age,  Spanish,  with
               domicile in Paseo de la Castellana,  23, 2(0), Madrid and Spanish
               ID number 10.874.842-M;
          3.   Francisco Rausell Solari, adult of age, Spanish, with domicile in
               Paseo de la  Castellana  23,  2(degree),  Madrid  and  Spanish ID
               number 27.289.321-M;
          4.   Fernando Samper Rivas,  adult of age,  Spanish,  with domicile in
               Paseo  de las  Damas 9,  Zaragoza,  and with  Spanish  ID  number
               17.210.271-S;
          5.   Sergio  Samper  Rivas,  adult of age,  Spanish,  with domicile in
               Avenida Poeta Gertrudis Gomez de Avellaneda 29, Zaragoza and with
               Spanish ID number 17.716.775-J;
          6.   Reyes Vidal  Vicente,  adult of age,  Spanish,  with  domicile in
               Camino de las Torres 31,  3(degree),  Zaragoza and provided  with
               National Identity number 30.642.314-Q.

     6.- The secretary  non-director is Cesar Rodriguez Gonzalez,  of legal age,
     Spanish,  residing  at Paseo de la  Castellana  23,  2(degree),  Madrid and
     provided with National Identity number 52.611.658-D.



Signed in Madrid on 23 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 67 b-376.htm ART OF ASSOC TRATAMIENTO AoA Tratamiento y Generacion de Energia 
             ARTICLES OF ASSOCIATION OF A LIMITED LIABILITY COMPANY
                                    LAW 1995

                    PART I.- NAME, OBJECT, DURATION, ADDRESS


ARTICLE 1 - NAME
- ----------------

A Limited  Liability  Company to be known as TRATAMIENTO Y GENERACION DE ENERGIA
S.L., is hereby set up governed by these Articles, the Limited Liability Company
Act and other applicable provision.

ARTICLE 2 - OBJECT
- ------------------

The Object of the Company is to promote,  build, manage and develop animal waste
plants  with  cogeneration  plants and any other  activity  related to the afore
mentioned.  For those activities listed in the Company's Object that may require
official  authorisation  or  inscription  in  an  Official  Register,  the  said
requirements  must be fulfilled  before the start of the activities.  Activities
that require a specific  professional  title, the Company must seek the services
of a  competent  person,  unless  one or all of the  shareholders  have or could
obtain such professional title.

ARTICLE 3 - The Company may carry out in whole or in part the activities  listed
- ---------
above on their own or through  shareholdings in other companies with the same or
similar objects.

ARTICLE 4 - DURATION, COMMENCEMENT DATE, FINANCIAL YEAR END
- -----------------------------------------------------------

The duration of the company is indefinite. The Company shall commence trading on
the date the deed is granted.
However,   if  any  of  the  activities  should  require   government   licence,
commencement will be on the date that such licence is granted.
The closing date of the financial year shall be the 31st December of each year.

ARTICLE 5 - REGISTERED OFFICE
- -----------------------------

The Company's Registered Office is in Zaragoza, Avenida Academia General Militar
N(0)52. The Administrative Body may resolve to move the registered office within
the same municipal boundaries. It could also resolve to create, modify or cancel
branches,  agencies or offices in national  territory or overseas if the company
sees fit to do so.

                          PART II - REGISTERED CAPITAL

ARTICLE 6 - The registered capital is THREE THOUSAND AND TEN EUROS, divided into
- ---------
three  thousand and ten shares,  equal,  cumulative and  indivisible  with a par
value of One Euro  ((euro)1)each,  numbered  from One to Three  Thousand and Ten
inclusive,  that shall not be incorporated into negotiable  documents nor called
shares.

                                PART III - SHARES

ARTICLE 7 - Each share  confers upon its holder the  condition  of  shareholder,
- ---------
giving him the rights and  obligations  set out by Law, by this Articles and any
company agreement dully adopted.

Shareholder  status  will be lost on  transfer  of  shares  or by  dismissal  or
exclusion.

ARTICLE 8 - Company  share  transfers and rights in rem of pledge vested on them
- ---------
will be recorded in a public  document.  The  constitution  of any other type of
right in rem different to that mentioned in the last paragraph shall be recorded
in a public deed.

ARTICLE 9 - The Company  shall keep a Share  Register  containing  the  personal
- ---------
details of  shareholders,  shares  held and any  changes  arising.  It will also
reflect  any stamp duty or charges  upon them.  The  shareholder  and holders of
pledges or charges over the shares have a right to obtain a certificate of their
shares  registered  in their  names.  However,  these  certificates  could never
substitute the purchasing title deed.

ARTICLE  10  -  Shares  may  be   transferred   without   restriction  to  other
- -----------
shareholders,  spouse, children or other relatives by acts inter vivos or mortis
causa.  This also applies to shares  transferred  to companies  belonging to the
same group as the transferor.


ARTICLE 11 -
- ------------

1.- Any shareholder intending to transfer voluntarily by acts inter vivos to any
person not  included  in the above  Article,  must give notice in writing to the
Administrative Body, stating the number of shares he wishes to sell, the name of
the person or persons of the buyer or buyers, the sale price and any other terms
of the transfer.

2.- The Administrative  Body shall notify the other shareholders  within 15 days
after receiving the  communication  of the intended  transfer.  The shareholders
could opt to buy the shares within 15 days following notification.

3.- After  this two  periods  have  elapsed,  and in any case 30 days  after the
company receives the communication,  if no shareholder has exercise his right to
buy the  preferential  shares or has  specifically  relinquish  his  right,  the
transferor  will be free to transfer his shares  within the following two months
to  the  person,   at  the  price  and  under  the  conditions   stated  in  the
communication.

4.- If more than one  shareholder  is interested  in buying the shares  offered,
allocation  between them shall be  proportionate to the number of shares held by
each; if in order to keep the proportion, any of the shares were to be allocated
pro indiviso to several  shareholders,  this could be avoided by allocating  the
excess to the person  with the highest  quota and in the case of several  having
the same it will be allocated by a draw. The  transferor  could not be forced to
transfer by this method a lower number of shares that he intended to transfer.

5.-  Shareholders  wishing  to buy shares  offered,  they may do so at the price
stated by the transferor to the company.  However, if they consider the price to
be  excessive,  the sale  price  shall be set by the  Company  Auditor or by the
person  appointed  voluntarily  by the  seller  and the  buyer.  If  there is no
agreement,  the final  sale price  will be set by an  auditor  appointed  by the
Companies Register of the company's registered office district at the request of
an interested  party. The auditor's fee will be paid by the Company.  If payment
of the whole or part of the shares were to be deferred it will be  necessary  to
previously obtain a banks warranty for the deferred payment.

6.- The  rules  set  above  will  also  apply  for  fixing  the  price of shares
transferred onerously or free of charge.

7.- In the case of shares in public limited companies or partnerships their real
value  will be that set by an  independent  expert  appointed  by the  Companies
Register.

ARTICLE  12 -  In  the  case  of  compulsory  transfer  of  company  shares  the
- -----------
shareholders  shall have a right to buy them  within 30 days of the notice  been
given in the manner provided by law.

ARTICLE 13 - After  death of any of the  shareholders,  the heir or  beneficiary
- ----------
will have shareholder  status. If the heir or beneficiary is a person not listed
in  Article  10,  the  remainder  shareholders  will  have a  right  to buy  the
deceased's  shares at the value they had on the date of death which will be paid
up in cash.  The value will be ruled by the  provisions set out in Law's Article
100 and the purchase shall be carried out within a maximum of 2 months from date
of notice given in writing by the  beneficiaries  to the company.  The notice in
writing is compulsory.

ARTICLE 14-  COMPANY BODIES
- ---------------------------
The Company will have a General Meeting and an  administrative  body.  These two
bodies  when no  provision  is set  herein,  will  be  governed  by The  Limited
Liability Company Law.

ARTICLE 15 - GENERAL MEETING
- ----------------------------
The  shareholders  assembled at the General Meeting shall discuss and agree upon
by a majority vote in matters within its  jurisdiction  as determined by law and
these  Articles.  The  matters  specified  in  Article  21 are  reserved  to the
competence of the Meeting.

ARTICLE 16- CALLING THE GENERAL MEETING
- ---------------------------------------
1. The General Meeting shall be convened by the  Administrative  Body or, in its
case by the Company's liquidators.

2. The calling  notice shall be sent out  individually  to each  shareholder  by
recorded  delivery to the address  appearing in the Share Register.  At least 15
days shall elapse between calling a General Meeting and its planned date.

3. The calling notice shall be signed by the Chairman of the Company's Board.

ARTICLE 17-VENUE
- ----------------
The  General  Meeting  shall be held at the place and address  indicated  in the
notice.  If the notice does not indicate the venue,  it will be understood  that
the Meeting will be held at the Company's Registered Office.
The General Meeting shall be quorate to transact any business,  without the need
for a  previous  call,  provided  that  all the  share  capital  is  present  or
represented  and all those  present  unanimously  agree to hold the  Meeting and
accept the Agenda.

The  Universal  Meeting  may be held in any place  within  national  territory.

ARTICLE 18-ATTENDANCE AND REPRESENTATION
- ----------------------------------------

1. The holder of one or more  shares  recorded in the  Shareholders  Register or
those who have  advised  the  company of shares  acquired  before the Meeting is
held, may be present at the General Meeting.

2. Members may be  represented  at the General  Meeting by another  shareholder,
spouse, descendant, other relation or a person who has power of attorney granted
by  notarised  document  with  powers  to  administer  all the  assets  that the
represented shareholder might have in national territory.

3. The Chairman and  Secretary of the General  Meeting shall be appointed by the
shareholders at the start of the Meeting.

4. The Chairman shall be assisted by the Secretary.  The person appointed by the
shareholders at the start of the Meeting will be the Secretary.

5. If the  presence  of a notary  has been  requested,  he will form part of the
board at the General Meeting.

ARTICLE 19- ATTENDANCE LIST
- ---------------------------
Before  beginning the Agenda,  the Secretary of the General  Meeting will make a
list of those present at the meeting,  in which it will be shown the name of the
shareholders  present and of those  represented  and their  proxies,  as well as
stating the  corresponding  number of shares.  If the list of  attendees  is not
shown  at the  beginning  of the  Minutes  of the  General  Meeting,  it will be
attached  thereto  by means  of an  annexe  signed  by the  Secretary,  with the
Chairman's countersignature.

ARTICLE 20- GENERAL MEETING PROCEDURES
- --------------------------------------
1. Once the  Attendance  List has been drawn up, the Chairman  shall declare the
General Meeting quorate, if appropriate, specifying whether it may start to deal
with all the  matters  included  on the  Agenda or  otherwise  on which  matters
discuss and resolve.

2. The Chairman shall refer to discussion the business included on the Agenda as
they appear therein.

3. Every  person with the right to attend may  intervene  in the  discussion  at
least once in connection with each one of the points on the Agenda,  even though
the Chairman of the General Meeting may lay down the order of contributions  and
limit at any time the maximum duration of each of them.

4. Once the Chairman considers a matter sufficiently  discussed, he shall put it
to the vote.

ARTICLE 21- ADOPTION OF RESOLUTIONS
- -----------------------------------
1. The resolutions  will be adopted by the majority of valid votes provided that
they represent one third of the votes corresponding to the shares into which the
capital is divided. Blank votes will not be counted.

2. Removal of members of the Board will require votes in favour of two thirds of
the votes corresponding to the shares into which the capital is divided.

3. A favourable vote of two thirds of the votes corresponding to the shares into
which  the  capital  is  divided  will also be  required  for the  exclusion  of
shareholders and also for resolutions relating to authorisation for directors to
engage  on their  own or on  someone  else's  behalf  in the  same,  similar  or
complementary kind of activity included in the Company's Object.

4. Notwithstanding the foregoing paragraphs, votes in favour of 75% of the votes
corresponding  to the shares  into which the share  capital is divided  shall be
required for:

1)   Resolutions to increase or reduce  capital and any other  alteration of the
     Company's Articles, including modification of the Company's Object.

2)   Company liquidation resolutions.

3)   Modification  of the  type of  administrative  body and the  number  of its
     members;

4)   Resolutions on the purchase, sale or redemption of treasury shares;

5)   Resolutions relating to the Company's insolvency situations;

6)   Resolutions for the distribution of dividends;

7)   Resolutions on the  appointment  and removal of auditors when  appropriate,
     without prejudice to statutory provisions;

8)   Approval of the annual accounts;

9)   Resolutions on the conversion,  merger or de-merger of the Company, removal
     of the right of priority in capital increases.

5. With  respect to decisions on the  Company's  net profits,  it will be deemed
that  they  are  to  be  distributed,  where  appropriate,  every  year  between
shareholders,  subject  to  resolution  by  votes  against  of 75% of the  share
capital,  in accordance  always with the approved balance sheet and complying at
all times with the formalities to be made previously, in accordance with the law
in force.

ARTICLE 22 - THE ADMINISTRATIVE BODY
- ------------------------------------

1. The General Meeting will decided on the way the Company should be managed, in
accordance  with the  provisions  set by law, by a Board of Directors made up by
six directors.

2. The  authority  to appoint  directors  resides  exclusively  with the General
Meeting.

3.  Alternate  directors  may be appointed in case one or more of the  directors
should resign for whatever reason.

4.   Shareholder   status  is  not  required  to  be  appointed  member  of  the
Administrative Body.

5. The Administrators shall be in office for an indefinite period of time.

6. The office of Administrator is not remunerated.  The Board of Directors shall
appoint its Chairman and,  optionally,  one or more Vice-Chairmen.  If there are
several  Vice-Chairmen,  each of them should be numbered. The priority of number
should be determined by the order in which the Vice-Chairmen  shall deputise for
the Chairman in cases of absence, incapacity or vacancy.

7. The  Board of  Directors  shall  appoint  a  Secretary  and,  optionally,  an
Assistant  Secretary,  this  appointment  could  fall  on  persons  who  are not
directors,  in which  case they will have a right to speak but not to vote.  The
Assistant  Secretary  shall  deputise  for the  Secretary  in cases of  absence,
incapacity or vacancy.

ARTICLE 23- ADMINISTRATION POWERS
- ---------------------------------
1. The  representation  of the  Company,  in and out of court,  is vested on the
Administrative  Body and should  extend to all acts  included  in the  Company's
Object.

2. The  Administrative  Body has  authority  in  whatever  matters  refer to the
Company's management,  representation and administration,  including all type of
acts of disposition.

3. The power of  representation,  in and out of  court,  should be vested on the
Administrative body in the manner laid down by law.

ARTICLE 24- NOTICE CONVENING THE BOARD OF DIRECTOR
- --------------------------------------------------
1. The Board of Directors  shall be called by the Chairman  when he sees fit, or
in the event of the Chairman's death, absence,  incapacity or inability,  by the
Vice-Chairman.  At least one meeting  must be held every three  months.  It will
have to be  necessarily  called at the request of one of the  directors.  In the
event of fourteen days having elapsed from reception of the request, without the
Chairman  having  called  the  meeting,  the  member of the board  that made the
requested shall call the meeting himself.

2. The calling notice shall include the Agenda.

3. The  notice  shall be sent by  recorded  delivery  letter  to each one of the
members of the Board at the address stated on the Company's Register at least 15
days prior to the date scheduled for the meeting.

No notice will be necessary  if all members of the Board of Directors  have been
called at the previous meeting.

4. The Board shall be considered  quorate without the need for notice if all its
members, present or represented, unanimously agree to hold the meeting.

5. A written  ballot  outside a meeting  shall be allowed  only when no director
objects to this procedure.

6. The Board of Directors  shall hold its meetings at the  Company's  Registered
Office,  except  when  any  other  venue is  indicated  in the  notice.  Notices
indicating a place abroad shall only be valid if no director objects thereto.

7. The Board of Director shall be validly  constituted to discuss and resolve on
any matter when the meeting is attended by the majority of its members,  present
or represented,  nominated  accordingly by of the General Meeting,  even if said
number has not been covered in its entirety or when vacancies have  subsequently
arisen. Members of the Board of Directors may only appoint another member of the
Board to represent them.  Representation  will have to be granted in writing and
for each meeting specifically.

ARTICLE 25- Procedure for  Discussing  and Adopting  Resolutions by the Board of
- ----------
Directors The Board of Directors could discuss and adopt  resolutions in matters
within its  competence  even when they are not  included on the Agenda sent with
the notice.

The Chairman  shall refer to  discussion  matters on the Agenda,  either if they
were previously set out or added at the start of the meeting. Any of the members
of the Board  shall,  prior to the  meeting or in the course  thereof,  have the
right to refer to discussion  and voting any other matter in the order  directed
by the Chairman at his reasonable discretion.

Once the Chairman considers a matters sufficiently discussed, he shall put it to
the vote, each member of the Board,  present or  represented,  being entitled to
one vote.

Resolutions  shall be adopted by a straight majority of members of the Board who
have attended personally or by proxy.

Notwithstanding  the above, the adoption of resolutions  relating to the matters
set out bellow shall  require the votes in favour of five out of the six members
of the Board of Directors:

1)   Raising  new  loans,  except  the normal  ones for the  ordinary  course of
     business.

2)   Any modification, cancellation or renewal of Company contracts.

3)   Giving  guarantees of any type except those  contemplated  by the Financial
     Documentation.

4)   Without prejudice to the foregoing paragraphs, the granting of mortgages or
     any other type of collateral or personal security,  as well as charging the
     assets or the income received for whatever reason by the Company.

5)   Granting  loans to third  parties  except those  necessary for the ordinary
     course of business.

6)   Entering  into  contracts  with  any   shareholder  or  any   shareholder's
     affiliated business.

7)   Make use of any tangible asset of the Company.

8)   Take part in transactions outside the ordinary course of business.

9)   To instigate and plan to contend or defend in respect of any judicial claim
     or arbitration procedures.

10)  To approve and modify budgets.

11)  To incur any expenditure that exceeds that budgeted for, except in cases of
     proven urgency or by a legal or contractual obligation validly entered into
     in accordance to these Articles.

12)  To hire personnel.

13)  Purchase or dispose of shares or interests in other companies.

14)  Enter into long term  contract  which require a  cancellation  notice of at
     least three months or those with  responsibilities  not clearly  defined at
     the time of signing or those that entail serious risk for the Company.

15)  To enter into contracts with an overall return for the Company of more than
     5.000.000 Pesetas.

ARTICLE 26- Delegation of Powers
- --------------------------------

1. The Board of Directors  may delegate in a permanent  way,  part or all of its
powers  on an  Executive  Committee  and  one or  more  Managing  Directors  and
determine  the members of the Board  itself who will form part of the  delegated
body.

2. The  permanent  delegation of powers and the election of members of the Board
to this end, will require to be valid votes in favour of two thirds of the board
members appointed by the General Meeting, even when all the post are not covered
or when vacancies have taken place.

3.  Managing  directors  will have the express duty to report to each one of the
members of the Board about the day to day management of the Company.


ARTICLE 27.- Winding up and liquidation
- ---------------------------------------

The Company will be wound up on the grounds set out by Law.

Upon the Company  being wound up, all  directors  with a valid  appointment  and
registered at the Mercantile  Register will  automatically  become  liquidators,
except when the Company has appointed  others at the winding up  agreement.  The
liquidators  shall act internally  according to the regulations of the structure
of the administrative body at the time.

If the Company is wound up, the power of  representation  shall be vested on the
liquidators jointly,  whatever has been the type of representation vested on the
administrative body.
EX-99 68 b-377.htm CERT OF INCORP GENERACION CoI Generacion y Abastecimiento de Energia 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                  GENERACION Y ABASTECIMIENTO DE ENERGIA, S.L.

The undersigned, Cesar Rodriguez, attorney-at-law, officiating under Spanish Bar
Association, declares that:

     1.- Generacion y Abastecimiento de Energia,  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 Avenida Academia
     General,  Militar  52,  Zaragoza,  Spain and having its offices at the same
     place, and being registered in the Mercantile  Register of Zaragoza on Page
     Z29.725.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the incorporation at civil law notary,  officiating in Zaragoza on 30
     July 2001.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is to promote, build, manage and develop animal waste plants
     with cogeneration plants and any other activity related thereto.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  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,  2(degree),
               Madrid;
          2.   Maria del Carmen Garcia Arguelles,  adult of age,  Spanish,  with
               domicile in Paseo de la Castellana,  23, 2(0), Madrid and Spanish
               ID number 10.874.842-M;
          3.   Francisco Rausell Solari, adult of age, Spanish, with domicile in
               Paseo de la  Castellana  23,  2(degree),  Madrid  and  Spanish ID
               number 27.289.321-M;
          4.   Fernando Samper Rivas,  adult of age,  Spanish,  with domicile in
               Paseo  de las  Damas 9,  Zaragoza,  and with  Spanish  ID  number
               17.210.271-S;
          5.   Sergio  Samper  Rivas,  adult of age,  Spanish,  with domicile in
               Avenida Poeta Gertrudis Gomez de Avellaneda 29, Zaragoza and with
               Spanish ID number 17.716.775-J;
          6.   Reyes Vidal  Vicente,  adult of age,  Spanish,  with  domicile in
               Camino de las Torres 31,  3(degree),  Zaragoza and provided  with
               National Identity number 30.642.314-Q.

     6.- The secretary  non-director is Cesar Rodriguez Gonzalez,  of legal age,
     Spanish,  residing  at Paseo de la  Castellana  23,  2(degree),  Madrid and
     provided with National Identity number 52.611.658-D.



Signed in Madrid on 23 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 69 b-378.htm ART OF ASSOC GENERACION AoA Generacion y Abastecimiento de Energia 
             ARTICLES OF ASSOCIATION OF A LIMITED LIABILITY COMPANY
                                    LAW 1995

                    PART I.- NAME, OBJECT, DURATION, ADDRESS


ARTICLE 1 - NAME
- ----------------

A Limited  Liability  Company  to be known as  GENERACION  Y  ABASTECIMIENTO  DE
ENERGIA S.L., is hereby set up governed by these Articles, the Limited Liability
Company Act and other applicable provision.

ARTICLE 2 - OBJECT
- ------------------

The Object of the Company is to promote,  build, manage and develop animal waste
plants  with  cogeneration  plants and any other  activity  related to the afore
mentioned.  For those activities listed in the Company's Object that may require
official  authorisation  or  inscription  in  an  Official  Register,  the  said
requirements  must be fulfilled  before the start of the activities.  Activities
that require a specific  professional  title, the Company must seek the services
of a  competent  person,  unless  one or all of the  shareholders  have or could
obtain such professional title.

ARTICLE 3 - The Company may carry out in whole or in part the activities  listed
- ---------
above on their own or through  shareholdings in other companies with the same or
similar objects.

ARTICLE 4 - DURATION, COMMENCEMENT DATE, FINANCIAL YEAR END
- -----------------------------------------------------------

The duration of the company is indefinite. The Company shall commence trading on
the date the deed is granted.  However,  if any of the activities should require
government  licence,  commencement  will be on the date  that  such  licence  is
granted.  The closing date of the  financial  year shall be the 31st December of
each year.

ARTICLE 5 - REGISTERED OFFICE
- -----------------------------

The Company's Registered Office is in Zaragoza, Avenida Academia General Militar
N(0)52. The Administrative Body may resolve to move the registered office within
the same municipal boundaries. It could also resolve to create, modify or cancel
branches,  agencies or offices in national  territory or overseas if the company
sees fit to do so.

                          PART II - REGISTERED CAPITAL

ARTICLE 6 - The registered capital is THREE THOUSAND AND TEN EUROS, divided into
- ---------
three  thousand and ten shares,  equal,  cumulative and  indivisible  with a par
value of One Euro  ((euro)1)each,  numbered  from One to Three  Thousand and Ten
inclusive,  that shall not be incorporated into negotiable  documents nor called
shares.

                                PART III - SHARES

ARTICLE 7 - Each share  confers upon its holder the  condition  of  shareholder,
- ---------
giving him the rights and  obligations  set out by Law, by this Articles and any
company agreement dully adopted.

Shareholder  status  will be lost on  transfer  of  shares  or by  dismissal  or
exclusion.

ARTICLE 8 - Company  share  transfers and rights in rem of pledge vested on them
- ---------
will be recorded in a public  document.  The  constitution  of any other type of
right in rem different to that mentioned in the last paragraph shall be recorded
in a public deed.

ARTICLE 9 - The Company  shall keep a Share  Register  containing  the  personal
- ---------
details of  shareholders,  shares  held and any  changes  arising.  It will also
reflect  any stamp duty or charges  upon them.  The  shareholder  and holders of
pledges or charges over the shares have a right to obtain a certificate of their
shares  registered  in their  names.  However,  these  certificates  could never
substitute the purchasing title deed.

ARTICLE  10  -  Shares  may  be   transferred   without   restriction  to  other
- -----------
shareholders,  spouse, children or other relatives by acts inter vivos or mortis
causa.  This also applies to shares  transferred  to companies  belonging to the
same group as the transferor.


ARTICLE 11 -
- ----------
1.- Any shareholder intending to transfer voluntarily by acts inter vivos to any
person not  included  in the above  Article,  must give notice in writing to the
Administrative Body, stating the number of shares he wishes to sell, the name of
the person or persons of the buyer or buyers, the sale price and any other terms
of the transfer.

2.- The Administrative  Body shall notify the other shareholders  within 15 days
after receiving the  communication  of the intended  transfer.  The shareholders
could opt to buy the shares within 15 days following notification.

3.- After  this two  periods  have  elapsed,  and in any case 30 days  after the
company receives the communication,  if no shareholder has exercise his right to
buy the  preferential  shares or has  specifically  relinquish  his  right,  the
transferor  will be free to transfer his shares  within the following two months
to  the  person,   at  the  price  and  under  the  conditions   stated  in  the
communication.

4.- If more than one  shareholder  is interested  in buying the shares  offered,
allocation  between them shall be  proportionate to the number of shares held by
each; if in order to keep the proportion, any of the shares were to be allocated
pro indiviso to several  shareholders,  this could be avoided by allocating  the
excess to the person  with the highest  quota and in the case of several  having
the same it will be allocated by a draw. The  transferor  could not be forced to
transfer by this method a lower number of shares that he intended to transfer.

5.-  Shareholders  wishing  to buy shares  offered,  they may do so at the price
stated by the transferor to the company.  However, if they consider the price to
be  excessive,  the sale  price  shall be set by the  Company  Auditor or by the
person  appointed  voluntarily  by the  seller  and the  buyer.  If  there is no
agreement,  the final  sale price  will be set by an  auditor  appointed  by the
Companies Register of the company's registered office district at the request of
an interested  party. The auditor's fee will be paid by the Company.  If payment
of the whole or part of the shares were to be deferred it will be  necessary  to
previously obtain a banks warranty for the deferred payment.

6.- The  rules  set  above  will  also  apply  for  fixing  the  price of shares
transferred onerously or free of charge.

7.- In the case of shares in public limited companies or partnerships their real
value  will be that set by an  independent  expert  appointed  by the  Companies
Register.

ARTICLE  12 -  In  the  case  of  compulsory  transfer  of  company  shares  the
- -----------
shareholders  shall have a right to buy them  within 30 days of the notice  been
given in the manner provided by law.

ARTICLE 13 - After  death of any of the  shareholders,  the heir or  beneficiary
- ----------
will have shareholder  status. If the heir or beneficiary is a person not listed
in  Article  10,  the  remainder  shareholders  will  have a  right  to buy  the
deceased's  shares at the value they had on the date of death which will be paid
up in cash.  The value will be ruled by the  provisions set out in Law's Article
100 and the purchase shall be carried out within a maximum of 2 months from date
of notice given in writing by the  beneficiaries  to the company.  The notice in
writing is compulsory.

ARTICLE 14-  COMPANY BODIES
- ---------------------------
The Company will have a General Meeting and an  administrative  body.  These two
bodies  when no  provision  is set  herein,  will  be  governed  by The  Limited
Liability Company Law.

ARTICLE 15 - GENERAL MEETING
- ----------------------------
The  shareholders  assembled at the General Meeting shall discuss and agree upon
by a majority vote in matters within its  jurisdiction  as determined by law and
these  Articles.  The  matters  specified  in  Article  21 are  reserved  to the
competence of the Meeting.

ARTICLE 16- CALLING THE GENERAL MEETING
- ---------------------------------------
1. The General Meeting shall be convened by the  Administrative  Body or, in its
case by the Company's liquidators.

2. The calling  notice shall be sent out  individually  to each  shareholder  by
recorded  delivery to the address  appearing in the Share Register.  At least 15
days shall elapse between calling a General Meeting and its planned date.

3. The calling notice shall be signed by the Chairman of the Company's Board.

ARTICLE 17-VENUE
- ----------------
The  General  Meeting  shall be held at the place and address  indicated  in the
notice.  If the notice does not indicate the venue,  it will be understood  that
the Meeting will be held at the Company's Registered Office.
The General Meeting shall be quorate to transact any business,  without the need
for a  previous  call,  provided  that  all the  share  capital  is  present  or
represented  and all those  present  unanimously  agree to hold the  Meeting and
accept the Agenda.

The Universal Meeting may be held in any place within national territory.

ARTICLE 18-ATTENDANCE AND REPRESENTATION
- ----------------------------------------

1. The holder of one or more  shares  recorded in the  Shareholders  Register or
those who have  advised  the  company of shares  acquired  before the Meeting is
held, may be present at the General Meeting.

2. Members may be  represented  at the General  Meeting by another  shareholder,
spouse, descendant, other relation or a person who has power of attorney granted
by  notarised  document  with  powers  to  administer  all the  assets  that the
represented shareholder might have in national territory.

3. The Chairman and  Secretary of the General  Meeting shall be appointed by the
shareholders at the start of the Meeting.

4. The Chairman shall be assisted by the Secretary.  The person appointed by the
shareholders at the start of the Meeting will be the Secretary.

5. If the  presence  of a notary  has been  requested,  he will form part of the
board at the General Meeting.

ARTICLE 19- ATTENDANCE LIST
- ---------------------------
Before  beginning the Agenda,  the Secretary of the General  Meeting will make a
list of those present at the meeting,  in which it will be shown the name of the
shareholders  present and of those  represented  and their  proxies,  as well as
stating the  corresponding  number of shares.  If the list of  attendees  is not
shown  at the  beginning  of the  Minutes  of the  General  Meeting,  it will be
attached  thereto  by means  of an  annexe  signed  by the  Secretary,  with the
Chairman's countersignature.

ARTICLE 20- GENERAL MEETING PROCEDURES
- --------------------------------------
1. Once the  Attendance  List has been drawn up, the Chairman  shall declare the
General Meeting quorate, if appropriate, specifying whether it may start to deal
with all the  matters  included  on the  Agenda or  otherwise  on which  matters
discuss and resolve.

2. The Chairman shall refer to discussion the business included on the Agenda as
they appear therein.

3. Every  person with the right to attend may  intervene  in the  discussion  at
least once in connection with each one of the points on the Agenda,  even though
the Chairman of the General Meeting may lay down the order of contributions  and
limit at any time the maximum duration of each of them.

4. Once the Chairman considers a matter sufficiently  discussed, he shall put it
to the vote.

ARTICLE 21- ADOPTION OF RESOLUTIONS
- -----------------------------------
1. The resolutions  will be adopted by the majority of valid votes provided that
they represent one third of the votes corresponding to the shares into which the
capital is divided. Blank votes will not be counted.

2. Removal of members of the Board will require votes in favour of two thirds of
the votes corresponding to the shares into which the capital is divided.

3. A favourable vote of two thirds of the votes corresponding to the shares into
which  the  capital  is  divided  will also be  required  for the  exclusion  of
shareholders and also for resolutions relating to authorisation for directors to
engage  on their  own or on  someone  else's  behalf  in the  same,  similar  or
complementary kind of activity included in the Company's Object.

4. Notwithstanding the foregoing paragraphs, votes in favour of 75% of the votes
corresponding  to the shares  into which the share  capital is divided  shall be
required for:

1)  Resolutions  to increase or reduce  capital and any other  alteration of the
Company's Articles, including modification of the Company's Object.

2) Company liquidation resolutions.

3)  Modification  of the  type of  administrative  body  and the  number  of its
members;

4) Resolutions on the purchase, sale or redemption of treasury shares;

5) Resolutions relating to the Company's insolvency situations;

6) Resolutions for the distribution of dividends;

7)  Resolutions  on the  appointment  and removal of auditors when  appropriate,
without prejudice to statutory provisions;

8) Approval of the annual accounts;

9) Resolutions on the conversion, merger or de-merger of the Company, removal of
the right of priority in capital increases.

5. With  respect to decisions on the  Company's  net profits,  it will be deemed
that  they  are  to  be  distributed,  where  appropriate,  every  year  between
shareholders,  subject  to  resolution  by  votes  against  of 75% of the  share
capital,  in accordance  always with the approved balance sheet and complying at
all times with the formalities to be made previously, in accordance with the law
in force.

ARTICLE 22 - THE ADMINISTRATIVE BODY
- ------------------------------------

1. The General Meeting will decided on the way the Company should be managed, in
accordance  with the  provisions  set by law, by a Board of Directors made up by
six directors.

2. The  authority  to appoint  directors  resides  exclusively  with the General
Meeting.

3.  Alternate  directors  may be appointed in case one or more of the  directors
should resign for whatever reason.

4.   Shareholder   status  is  not  required  to  be  appointed  member  of  the
Administrative Body.

5. The Administrators shall be in office for an indefinite period of time.

6. The office of Administrator is not remunerated.  The Board of Directors shall
appoint its Chairman and,  optionally,  one or more Vice-Chairmen.  If there are
several  Vice-Chairmen,  each of them should be numbered. The priority of number
should be determined by the order in which the Vice-Chairmen  shall deputise for
the Chairman in cases of absence, incapacity or vacancy.

7. The  Board of  Directors  shall  appoint  a  Secretary  and,  optionally,  an
Assistant  Secretary,  this  appointment  could  fall  on  persons  who  are not
directors,  in which  case they will have a right to speak but not to vote.  The
Assistant  Secretary  shall  deputise  for the  Secretary  in cases of  absence,
incapacity or vacancy.

ARTICLE 23- ADMINISTRATION POWERS
- ---------------------------------
1. The  representation  of the  Company,  in and out of court,  is vested on the
Administrative  Body and should  extend to all acts  included  in the  Company's
Object.

2. The  Administrative  Body has  authority  in  whatever  matters  refer to the
Company's management,  representation and administration,  including all type of
acts of disposition.

3. The power of  representation,  in and out of  court,  should be vested on the
Administrative body in the manner laid down by law.

ARTICLE 24- NOTICE CONVENING THE BOARD OF DIRECTOR
- --------------------------------------------------
1. The Board of Directors  shall be called by the Chairman  when he sees fit, or
in the event of the Chairman's death, absence,  incapacity or inability,  by the
Vice-Chairman.  At least one meeting  must be held every three  months.  It will
have to be  necessarily  called at the request of one of the  directors.  In the
event of fourteen days having elapsed from reception of the request, without the
Chairman  having  called  the  meeting,  the  member of the board  that made the
requested shall call the meeting himself.

2. The calling notice shall include the Agenda.

3. The  notice  shall be sent by  recorded  delivery  letter  to each one of the
members of the Board at the address stated on the Company's Register at least 15
days prior to the date scheduled for the meeting.

No notice will be necessary  if all members of the Board of Directors  have been
called at the previous meeting.

4. The Board shall be considered  quorate without the need for notice if all its
members, present or represented, unanimously agree to hold the meeting.

5. A written  ballot  outside a meeting  shall be allowed  only when no director
objects to this procedure.

6. The Board of Directors  shall hold its meetings at the  Company's  Registered
Office,  except  when  any  other  venue is  indicated  in the  notice.  Notices
indicating a place abroad shall only be valid if no director objects thereto.

7. The Board of Director shall be validly  constituted to discuss and resolve on
any matter when the meeting is attended by the majority of its members,  present
or represented,  nominated  accordingly by of the General Meeting,  even if said
number has not been covered in its entirety or when vacancies have  subsequently
arisen. Members of the Board of Directors may only appoint another member of the
Board to represent them.  Representation  will have to be granted in writing and
for each meeting specifically.

ARTICLE 25- Procedure for  Discussing  and Adopting  Resolutions by the Board of
- ----------
Directors

The Board of Directors could discuss and adopt resolutions in matters within its
competence even when they are not included on the Agenda sent with the notice.

The Chairman  shall refer to  discussion  matters on the Agenda,  either if they
were previously set out or added at the start of the meeting. Any of the members
of the Board  shall,  prior to the  meeting or in the course  thereof,  have the
right to refer to discussion  and voting any other matter in the order  directed
by the Chairman at his reasonable discretion.

Once the Chairman considers a matters sufficiently discussed, he shall put it to
the vote, each member of the Board,  present or  represented,  being entitled to
one vote.

Resolutions  shall be adopted by a straight majority of members of the Board who
have attended personally or by proxy.

Notwithstanding  the above, the adoption of resolutions  relating to the matters
set out bellow shall  require the votes in favour of five out of the six members
of the Board of Directors:

1)   Raising  new  loans,  except  the normal  ones for the  ordinary  course of
     business.

2)   Any modification, cancellation or renewal of Company contracts.

3)   Giving  guarantees of any type except those  contemplated  by the Financial
     Documentation.

4)   Without prejudice to the foregoing paragraphs, the granting of mortgages or
     any other type of collateral or personal security,  as well as charging the
     assets or the income received for whatever reason by the Company.

5)   Granting  loans to third  parties  except those  necessary for the ordinary
     course of business.

6)   Entering  into  contracts  with  any   shareholder  or  any   shareholder's
     affiliated business.

7)   Make use of any tangible asset of the Company.

8)   Take part in transactions outside the ordinary course of business.

9)   To instigate and plan to contend or defend in respect of any judicial claim
     or arbitration procedures.

10)  To approve and modify budgets.

11)  To incur any expenditure that exceeds that budgeted for, except in cases of
     proven urgency or by a legal or contractual obligation validly entered into
     in accordance to these Articles.

12)  To hire personnel.

13)  Purchase or dispose of shares or interests in other companies.

14)  Enter into long term  contract  which require a  cancellation  notice of at
     least three months or those with  responsibilities  not clearly  defined at
     the time of signing or those that entail serious risk for the Company.

15)  To enter into contracts with an overall return for the Company of more than
     5.000.000 Pesetas.

ARTICLE 26- Delegation of Powers
- --------------------------------

1. The Board of Directors  may delegate in a permanent  way,  part or all of its
powers  on an  Executive  Committee  and  one or  more  Managing  Directors  and
determine  the members of the Board  itself who will form part of the  delegated
body.

2. The  permanent  delegation of powers and the election of members of the Board
to this end, will require to be valid votes in favour of two thirds of the board
members appointed by the General Meeting, even when all the post are not covered
or when vacancies have taken place.

3.  Managing  directors  will have the express duty to report to each one of the
members of the Board about the day to day management of the Company.

ARTICLE 27.- Winding up and liquidation
- ---------------------------------------

The Company will be wound up on the grounds set out by Law.

Upon the Company  being wound up, all  directors  with a valid  appointment  and
registered at the Mercantile  Register will  automatically  become  liquidators,
except when the Company has appointed  others at the winding up  agreement.  The
liquidators  shall act internally  according to the regulations of the structure
of the administrative body at the time.

If the Company is wound up, the power of  representation  shall be vested on the
liquidators jointly,  whatever has been the type of representation vested on the
administrative body.
EX-99 70 b-379.htm CERT OF INCORP INTERCAMBIO CoI Intercambio de Derivados Porcinos 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                     INTERCAMBIO DE DERIVADOS PORCINOS, S.L.

The undersigned, Cesar Rodriguez, attorney-at-law, officiating under Spanish Bar
Association, declares that:

     1.- Intercambio de Derivados Porcinos,  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  Avenida  Academia
     General,  Militar  52,  Zaragoza,  Spain and having its offices at the same
     place, and being registered in the Mercantile  Register of Zaragoza on Page
     Z27.1125.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the incorporation at civil law notary,  officiating in Zaragoza on 22
     May 2000.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is to promote, build, manage and develop animal waste plants
     with cogeneration plants and any other activity related thereto.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  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,  2(degree),
               Madrid;
          2.   Maria del Carmen Garcia Arguelles,  adult of age,  Spanish,  with
               domicile in Paseo de la Castellana,  23, 2(0), Madrid and Spanish
               ID number 10.874.842-M;
          3.   Francisco Rausell Solari, adult of age, Spanish, with domicile in
               Paseo de la  Castellana  23,  2(degree),  Madrid  and  Spanish ID
               number 27.289.321-M;
          4.   Fernando Samper Rivas,  adult of age,  Spanish,  with domicile in
               Paseo  de las  Damas 9,  Zaragoza,  and with  Spanish  ID  number
               17.210.271-S;
          5.   Sergio  Samper  Rivas,  adult of age,  Spanish,  with domicile in
               Avenida Poeta Gertrudis Gomez de Avellaneda 29, Zaragoza and with
               Spanish ID number 17.716.775-J;
          6.   Reyes Vidal  Vicente,  adult of age,  Spanish,  with  domicile in
               Camino de las Torres 31,  3(degree),  Zaragoza and provided  with
               National Identity number 30.642.314-Q.

     6.- The secretary  non-director is Cesar Rodriguez Gonzalez,  of legal age,
     Spanish,  residing  at Paseo de la  Castellana  23,  2(degree),  Madrid and
     provided with National Identity number 52.611.658-D.



Signed in Madrid on 23 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 71 b-380.htm ART OF ASSOC INTERCAMBIO AoA Intercambio de Derivados Porcinos 
             ARTICLES OF ASSOCIATION OF A LIMITED LIABILITY COMPANY
                                    LAW 1995

                    PART I.- NAME, OBJECT, DURATION, ADDRESS


ARTICLE 1 - NAME
- ----------------

A Limited  Liability  Company to be known as INTERCAMBIO  DE DERIVADOS  PORCINOS
S.L., is hereby set up governed by these Articles, the Limited Liability Company
Act and other applicable provision.

ARTICLE 2 - OBJECT
- ------------------

The Object of the Company is to promote,  build, manage and develop animal waste
plants  with  cogeneration  plants and any other  activity  related to the afore
mentioned.  For those activities listed in the Company's Object that may require
official  authorisation  or  inscription  in  an  Official  Register,  the  said
requirements must be fulfilled before the start of the activities.
Activities that require a specific professional title, the Company must seek the
services of a competent  person,  unless one or all of the shareholders  have or
could obtain such professional title.

ARTICLE 3 - The Company may carry out in whole or in part the activities  listed
- ---------
above on their own or through  shareholdings in other companies with the same or
similar objects.

ARTICLE 4 - DURATION, COMMENCEMENT DATE, FINANCIAL YEAR END
- -----------------------------------------------------------

The duration of the company is indefinite. The Company shall commence trading on
the date the deed is granted.
However,   if  any  of  the  activities  should  require   government   licence,
commencement will be on the date that such licence is granted.
The closing date of the financial year shall be the 31st December of each year.

ARTICLE 5 - REGISTERED OFFICE
- -----------------------------

The Company's Registered Office is in Zaragoza, Avenida Academia General Militar
N(0)52. The Administrative Body may resolve to move the registered office within
the same municipal boundaries. It could also resolve to create, modify or cancel
branches,  agencies or offices in national  territory or overseas if the company
sees fit to do so.

                          PART II - REGISTERED CAPITAL

ARTICLE 6 - The registered capital is THREE THOUSAND AND TEN EUROS, divided into
- ---------
three  thousand and ten shares,  equal,  cumulative and  indivisible  with a par
value of One Euro  ((euro)1)each,  numbered  from One to Three  Thousand and Ten
inclusive,  that shall not be incorporated into negotiable  documents nor called
shares.

                                PART III - SHARES

ARTICLE 7 - Each share  confers upon its holder the  condition  of  shareholder,
- ---------
giving him the rights and  obligations  set out by Law, by this Articles and any
company agreement dully adopted.

Shareholder  status  will be lost on  transfer  of  shares  or by  dismissal  or
exclusion.

ARTICLE 8 - Company  share  transfers and rights in rem of pledge vested on them
- ---------
will be recorded in a public  document.  The  constitution  of any other type of
right in rem different to that mentioned in the last paragraph shall be recorded
in a public deed.

ARTICLE 9 - The Company  shall keep a Share  Register  containing  the  personal
- ---------
details of  shareholders,  shares  held and any  changes  arising.  It will also
reflect  any stamp duty or charges  upon them.  The  shareholder  and holders of
pledges or charges over the shares have a right to obtain a certificate of their
shares  registered  in their  names.  However,  these  certificates  could never
substitute the purchasing title deed.

ARTICLE  10  -  Shares  may  be   transferred   without   restriction  to  other
- -----------
shareholders,  spouse, children or other relatives by acts inter vivos or mortis
causa.  This also applies to shares  transferred  to companies  belonging to the
same group as the transferor.


ARTICLE 11 -
- ------------

1.- Any shareholder intending to transfer voluntarily by acts inter vivos to any
person not  included  in the above  Article,  must give notice in writing to the
Administrative Body, stating the number of shares he wishes to sell, the name of
the person or persons of the buyer or buyers, the sale price and any other terms
of the transfer.

2.- The Administrative  Body shall notify the other shareholders  within 15 days
after receiving the  communication  of the intended  transfer.  The shareholders
could opt to buy the shares within 15 days following notification.

3.- After  this two  periods  have  elapsed,  and in any case 30 days  after the
company receives the communication,  if no shareholder has exercise his right to
buy the  preferential  shares or has  specifically  relinquish  his  right,  the
transferor  will be free to transfer his shares  within the following two months
to  the  person,   at  the  price  and  under  the  conditions   stated  in  the
communication.

4.- If more than one  shareholder  is interested  in buying the shares  offered,
allocation  between them shall be  proportionate to the number of shares held by
each; if in order to keep the proportion, any of the shares were to be allocated
pro indiviso to several  shareholders,  this could be avoided by allocating  the
excess to the person  with the highest  quota and in the case of several  having
the same it will be allocated by a draw. The  transferor  could not be forced to
transfer by this method a lower number of shares that he intended to transfer.

5.-  Shareholders  wishing  to buy shares  offered,  they may do so at the price
stated by the transferor to the company.  However, if they consider the price to
be  excessive,  the sale  price  shall be set by the  Company  Auditor or by the
person  appointed  voluntarily  by the  seller  and the  buyer.  If  there is no
agreement,  the final  sale price  will be set by an  auditor  appointed  by the
Companies Register of the company's registered office district at the request of
an interested  party. The auditor's fee will be paid by the Company.  If payment
of the whole or part of the shares were to be deferred it will be  necessary  to
previously obtain a banks warranty for the deferred payment.

6.- The  rules  set  above  will  also  apply  for  fixing  the  price of shares
transferred onerously or free of charge.

7.- In the case of shares in public limited companies or partnerships their real
value  will be that set by an  independent  expert  appointed  by the  Companies
Register.

ARTICLE  12 -  In  the  case  of  compulsory  transfer  of  company  shares  the
- -----------
shareholders  shall have a right to buy them  within 30 days of the notice  been
given in the manner provided by law.

ARTICLE 13 - After  death of any of the  shareholders,  the heir or  beneficiary
- ----------
will have shareholder  status. If the heir or beneficiary is a person not listed
in  Article  10,  the  remainder  shareholders  will  have a  right  to buy  the
deceased's  shares at the value they had on the date of death which will be paid
up in cash.  The value will be ruled by the  provisions set out in Law's Article
100 and the purchase shall be carried out within a maximum of 2 months from date
of notice given in writing by the  beneficiaries  to the company.  The notice in
writing is compulsory.

ARTICLE 14-  COMPANY BODIES
- ---------------------------

The Company will have a General Meeting and an  administrative  body.  These two
bodies  when no  provision  is set  herein,  will  be  governed  by The  Limited
Liability Company Law.

ARTICLE 15 - GENERAL MEETING
- ----------------------------

The  shareholders  assembled at the General Meeting shall discuss and agree upon
by a majority vote in matters within its  jurisdiction  as determined by law and
these  Articles.  The  matters  specified  in  Article  21 are  reserved  to the
competence of the Meeting.

ARTICLE 16- CALLING THE GENERAL MEETING
- ---------------------------------------

1. The General Meeting shall be convened by the  Administrative  Body or, in its
case by the Company's liquidators.

2. The calling  notice shall be sent out  individually  to each  shareholder  by
recorded  delivery to the address  appearing in the Share Register.  At least 15
days shall elapse between calling a General Meeting and its planned date.

3. The calling notice shall be signed by the Chairman of the Company's Board.

ARTICLE 17-VENUE
- ----------------

The  General  Meeting  shall be held at the place and address  indicated  in the
notice.  If the notice does not indicate the venue,  it will be understood  that
the Meeting will be held at the Company's Registered Office.
The General Meeting shall be quorate to transact any business,  without the need
for a  previous  call,  provided  that  all the  share  capital  is  present  or
represented  and all those  present  unanimously  agree to hold the  Meeting and
accept the Agenda.

The  Universal  Meeting  may be held in any place  within  national  territory.

ARTICLE 18-ATTENDANCE AND REPRESENTATION
- ----------------------------------------

1. The holder of one or more  shares  recorded in the  Shareholders  Register or
those who have  advised  the  company of shares  acquired  before the Meeting is
held, may be present at the General Meeting.

2. Members may be  represented  at the General  Meeting by another  shareholder,
spouse, descendant, other relation or a person who has power of attorney granted
by  notarised  document  with  powers  to  administer  all the  assets  that the
represented shareholder might have in national territory.

3. The Chairman and  Secretary of the General  Meeting shall be appointed by the
shareholders at the start of the Meeting.

4. The Chairman shall be assisted by the Secretary.  The person appointed by the
shareholders at the start of the Meeting will be the Secretary.

5. If the  presence  of a notary  has been  requested,  he will form part of the
board at the General Meeting.

ARTICLE 19- ATTENDANCE LIST
- ---------------------------

Before  beginning the Agenda,  the Secretary of the General  Meeting will make a
list of those present at the meeting,  in which it will be shown the name of the
shareholders  present and of those  represented  and their  proxies,  as well as
stating the  corresponding  number of shares.  If the list of  attendees  is not
shown  at the  beginning  of the  Minutes  of the  General  Meeting,  it will be
attached  thereto  by means  of an  annexe  signed  by the  Secretary,  with the
Chairman's countersignature.

ARTICLE 20- GENERAL MEETING PROCEDURES
- --------------------------------------

1. Once the  Attendance  List has been drawn up, the Chairman  shall declare the
General Meeting quorate, if appropriate, specifying whether it may start to deal
with all the  matters  included  on the  Agenda or  otherwise  on which  matters
discuss and resolve.

2. The Chairman shall refer to discussion the business included on the Agenda as
they appear therein.

3. Every  person with the right to attend may  intervene  in the  discussion  at
least once in connection with each one of the points on the Agenda,  even though
the Chairman of the General Meeting may lay down the order of contributions  and
limit at any time the maximum duration of each of them.

4. Once the Chairman considers a matter sufficiently  discussed, he shall put it
to the vote.

ARTICLE 21- ADOPTION OF RESOLUTIONS
- -----------------------------------

1. The resolutions  will be adopted by the majority of valid votes provided that
they represent one third of the votes corresponding to the shares into which the
capital is divided. Blank votes will not be counted.

2. Removal of members of the Board will require votes in favour of two thirds of
the votes corresponding to the shares into which the capital is divided.

3. A favourable vote of two thirds of the votes corresponding to the shares into
which  the  capital  is  divided  will also be  required  for the  exclusion  of
shareholders and also for resolutions relating to authorisation for directors to
engage  on their  own or on  someone  else's  behalf  in the  same,  similar  or
complementary kind of activity included in the Company's Object.

4. Notwithstanding the foregoing paragraphs, votes in favour of 75% of the votes
corresponding  to the shares  into which the share  capital is divided  shall be
required for:

1)   Resolutions to increase or reduce  capital and any other  alteration of the
     Company's Articles, including modification of the Company's Object.

2)   Company liquidation resolutions.

3)   Modification  of the  type of  administrative  body and the  number  of its
     members;

4)   Resolutions on the purchase, sale or redemption of treasury shares;

5)   Resolutions relating to the Company's insolvency situations;

6)   Resolutions for the distribution of dividends;

7)   Resolutions on the  appointment  and removal of auditors when  appropriate,
     without prejudice to statutory provisions;

8)   Approval of the annual accounts;

9)   Resolutions on the conversion,  merger or de-merger of the Company, removal
     of the right of priority in capital increases.

5. With  respect to decisions on the  Company's  net profits,  it will be deemed
that  they  are  to  be  distributed,  where  appropriate,  every  year  between
shareholders,  subject  to  resolution  by  votes  against  of 75% of the  share
capital,  in accordance  always with the approved balance sheet and complying at
all times with the formalities to be made previously, in accordance with the law
in force.

ARTICLE 22 - THE ADMINISTRATIVE BODY
- ------------------------------------

1. The General Meeting will decided on the way the Company should be managed, in
accordance  with the  provisions  set by law, by a Board of Directors made up by
six directors.

2. The  authority  to appoint  directors  resides  exclusively  with the General
Meeting.

3.  Alternate  directors  may be appointed in case one or more of the  directors
should resign for whatever reason.

4.   Shareholder   status  is  not  required  to  be  appointed  member  of  the
Administrative Body.

5. The Administrators shall be in office for an indefinite period of time.

6. The office of Administrator is not remunerated.  The Board of Directors shall
appoint its Chairman and,  optionally,  one or more Vice-Chairmen.  If there are
several  Vice-Chairmen,  each of them should be numbered. The priority of number
should be determined by the order in which the Vice-Chairmen  shall deputise for
the Chairman in cases of absence, incapacity or vacancy.

7. The  Board of  Directors  shall  appoint  a  Secretary  and,  optionally,  an
Assistant  Secretary,  this  appointment  could  fall  on  persons  who  are not
directors,  in which  case they will have a right to speak but not to vote.  The
Assistant  Secretary  shall  deputise  for the  Secretary  in cases of  absence,
incapacity or vacancy.

ARTICLE 23- ADMINISTRATION POWERS
- ---------------------------------
1. The  representation  of the  Company,  in and out of court,  is vested on the
Administrative  Body and should  extend to all acts  included  in the  Company's
Object.

2. The  Administrative  Body has  authority  in  whatever  matters  refer to the
Company's management,  representation and administration,  including all type of
acts of disposition.

3. The power of  representation,  in and out of  court,  should be vested on the
Administrative body in the manner laid down by law.

ARTICLE 24- NOTICE CONVENING THE BOARD OF DIRECTOR
- --------------------------------------------------

1. The Board of Directors  shall be called by the Chairman  when he sees fit, or
in the event of the Chairman's death, absence,  incapacity or inability,  by the
Vice-Chairman.  At least one meeting  must be held every three  months.  It will
have to be  necessarily  called at the request of one of the  directors.  In the
event of fourteen days having elapsed from reception of the request, without the
Chairman  having  called  the  meeting,  the  member of the board  that made the
requested shall call the meeting himself.

2. The calling notice shall include the Agenda.

3. The  notice  shall be sent by  recorded  delivery  letter  to each one of the
members of the Board at the address stated on the Company's Register at least 15
days prior to the date scheduled for the meeting.

No notice will be necessary  if all members of the Board of Directors  have been
called at the previous meeting.

4. The Board shall be considered  quorate without the need for notice if all its
members, present or represented, unanimously agree to hold the meeting.

5. A written  ballot  outside a meeting  shall be allowed  only when no director
objects to this procedure.

6. The Board of Directors  shall hold its meetings at the  Company's  Registered
Office,  except  when  any  other  venue is  indicated  in the  notice.  Notices
indicating a place abroad shall only be valid if no director objects thereto.

7. The Board of Director shall be validly  constituted to discuss and resolve on
any matter when the meeting is attended by the majority of its members,  present
or represented,  nominated  accordingly by of the General Meeting,  even if said
number has not been covered in its entirety or when vacancies have  subsequently
arisen. Members of the Board of Directors may only appoint another member of the
Board to represent them.  Representation  will have to be granted in writing and
for each meeting specifically.

ARTICLE 25- Procedure for  Discussing  and Adopting  Resolutions by the Board of
- --------------------------------------------------------------------------------
Directors
- ---------

The Board of Directors could discuss and adopt resolutions in matters within its
competence even when they are not included on the Agenda sent with the notice.

The Chairman  shall refer to  discussion  matters on the Agenda,  either if they
were previously set out or added at the start of the meeting. Any of the members
of the Board  shall,  prior to the  meeting or in the course  thereof,  have the
right to refer to discussion  and voting any other matter in the order  directed
by the Chairman at his reasonable discretion.

Once the Chairman considers a matters sufficiently discussed, he shall put it to
the vote, each member of the Board,  present or  represented,  being entitled to
one vote.

Resolutions  shall be adopted by a straight majority of members of the Board who
have attended personally or by proxy.

Notwithstanding  the above, the adoption of resolutions  relating to the matters
set out bellow shall  require the votes in favour of five out of the six members
of the Board of Directors:

1)   Raising  new  loans,  except  the normal  ones for the  ordinary  course of
     business.

2)   Any modification, cancellation or renewal of Company contracts.

3)   Giving  guarantees of any type except those  contemplated  by the Financial
     Documentation.

4)   Without prejudice to the foregoing paragraphs, the granting of mortgages or
     any other type of collateral or personal security,  as well as charging the
     assets or the income received for whatever reason by the Company.

5)   Granting  loans to third  parties  except those  necessary for the ordinary
     course of business.

6)   Entering  into  contracts  with  any   shareholder  or  any   shareholder's
     affiliated business.

7)   Make use of any tangible asset of the Company.

8)   Take part in transactions outside the ordinary course of business.

9)   To instigate and plan to contend or defend in respect of any judicial claim
     or arbitration procedures.

10)  To approve and modify budgets.

11)  To incur any expenditure that exceeds that budgeted for, except in cases of
     proven urgency or by a legal or contractual obligation validly entered into
     in accordance to these Articles.

12)  To hire personnel.

13)  Purchase or dispose of shares or interests in other companies.

14)  Enter into long term  contract  which require a  cancellation  notice of at
     least three months or those with  responsibilities  not clearly  defined at
     the time of signing or those that entail serious risk for the Company.

15)  To enter into contracts with an overall return for the Company of more than
     5.000.000 Pesetas.

ARTICLE 26- Delegation of Powers
- --------------------------------

1. The Board of Directors  may delegate in a permanent  way,  part or all of its
powers  on an  Executive  Committee  and  one or  more  Managing  Directors  and
determine  the members of the Board  itself who will form part of the  delegated
body.

2. The  permanent  delegation of powers and the election of members of the Board
to this end, will require to be valid votes in favour of two thirds of the board
members appointed by the General Meeting, even when all the post are not covered
or when vacancies have taken place.

3.  Managing  directors  will have the express duty to report to each one of the
members of the Board about the day to day management of the Company.


ARTICLE 27.- Winding up and liquidation
- ---------------------------------------

The Company will be wound up on the grounds set out by Law.

Upon the Company  being wound up, all  directors  with a valid  appointment  and
registered at the Mercantile  Register will  automatically  become  liquidators,
except when the Company has appointed  others at the winding up  agreement.  The
liquidators  shall act internally  according to the regulations of the structure
of the administrative body at the time.

If the Company is wound up, the power of  representation  shall be vested on the
liquidators jointly,  whatever has been the type of representation vested on the
administrative body.
EX-99 72 b-381.htm CERT OF INCORP APLICACIONES CoI Aplicaciones indestriales de energias limpias 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
               APLICACIONES INDUSTRIALES DE ENERGIAS LIMPIAS, S.L.

The undersigned, Cesar Rodriguez, attorney-at-law, officiating under Spanish Bar
Association, declares that:

     1.-  Aplicaciones  Industriales  de  Energias  Limpias,  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 Avenida
     Academia General, Militar 52, Zaragoza, Spain and having its offices at the
     same place, and being registered in the Mercantile  Register of Zaragoza on
     Page Z29.727.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the incorporation at civil law notary,  officiating in Zaragoza on 30
     July 2001.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is to promote, build, manage and develop animal waste plants
     with cogeneration plants and any other activity related thereto.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  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,  2(degree),
               Madrid;
          2.   Maria del Carmen Garcia Arguelles,  adult of age,  Spanish,  with
               domicile in Paseo de la Castellana,  23, 2(0), Madrid and Spanish
               ID number 10.874.842-M;
          3.   Francisco Rausell Solari, adult of age, Spanish, with domicile in
               Paseo de la  Castellana  23,  2(degree),  Madrid  and  Spanish ID
               number 27.289.321-M;
          4.   Fernando Samper Rivas,  adult of age,  Spanish,  with domicile in
               Paseo  de las  Damas 9,  Zaragoza,  and with  Spanish  ID  number
               17.210.271-S;
          5.   Sergio  Samper  Rivas,  adult of age,  Spanish,  with domicile in
               Avenida Poeta Gertrudis Gomez de Avellaneda 29, Zaragoza and with
               Spanish ID number 17.716.775-J;
          6.   Reyes Vidal  Vicente,  adult of age,  Spanish,  with  domicile in
               Camino de las Torres 31,  3(degree),  Zaragoza and provided  with
               National Identity number 30.642.314-Q.

     6.- The secretary  non-director is Cesar Rodriguez Gonzalez,  of legal age,
     Spanish,  residing  at Paseo de la  Castellana  23,  2(degree),  Madrid and
     provided with National Identity number 52.611.658-D.



Signed in Madrid on 23 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 73 b-382.htm ART OF ASSOC APLICACIONES AoA Aplicaciones Industriales de engerias limpias 
             ARTICLES OF ASSOCIATION OF A LIMITED LIABILITY COMPANY
                                    LAW 1995

                    PART I.- NAME, OBJECT, DURATION, ADDRESS


ARTICLE 1 - NAME
- ----------------

A Limited Liability Company to be known as APLICACIONES INDUSTRIALES DE ENERGIAS
LIMPIAS S.L., is hereby set up governed by these Articles, the Limited Liability
Company Act and other applicable provision.

ARTICLE 2 - OBJECT
- ------------------

The Object of the Company is to promote,  build, manage and develop animal waste
plants  with  cogeneration  plants and any other  activity  related to the afore
mentioned.  For those activities listed in the Company's Object that may require
official  authorisation  or  inscription  in  an  Official  Register,  the  said
requirements must be fulfilled before the start of the activities.
Activities that require a specific professional title, the Company must seek the
services of a competent  person,  unless one or all of the shareholders  have or
could obtain such professional title.

ARTICLE 3 - The Company may carry out in whole or in part the activities  listed
- ---------
above on their own or through  shareholdings in other companies with the same or
similar objects.

ARTICLE 4 - DURATION, COMMENCEMENT DATE, FINANCIAL YEAR END
- -----------------------------------------------------------

The duration of the company is indefinite. The Company shall commence trading on
the date the deed is granted.
However,   if  any  of  the  activities  should  require   government   licence,
commencement will be on the date that such licence is granted.
The closing date of the financial year shall be the 31st December of each year.

ARTICLE 5 - REGISTERED OFFICE
- -----------------------------

The Company's Registered Office is in Zaragoza, Avenida Academia General Militar
N(0)52. The Administrative Body may resolve to move the registered office within
the same municipal boundaries. It could also resolve to create, modify or cancel
branches,  agencies or offices in national  territory or overseas if the company
sees fit to do so.

                          PART II - REGISTERED CAPITAL

ARTICLE 6 - The registered capital is THREE THOUSAND AND TEN EUROS, divided into
- ---------
three  thousand and ten shares,  equal,  cumulative and  indivisible  with a par
value of One Euro  ((euro)1)each,  numbered  from One to Three  Thousand and Ten
inclusive,  that shall not be incorporated into negotiable  documents nor called
shares.

                                PART III - SHARES

ARTICLE 7 - Each share  confers upon its holder the  condition  of  shareholder,
- ---------
giving him the rights and  obligations  set out by Law, by this Articles and any
company agreement dully adopted.

Shareholder  status  will be lost on  transfer  of  shares  or by  dismissal  or
exclusion.

ARTICLE 8 - Company  share  transfers and rights in rem of pledge vested on them
- ---------
will be recorded in a public  document.  The  constitution  of any other type of
right in rem different to that mentioned in the last paragraph shall be recorded
in a public deed.

ARTICLE 9 - The Company  shall keep a Share  Register  containing  the  personal
- ---------
details of  shareholders,  shares  held and any  changes  arising.  It will also
reflect  any stamp duty or charges  upon them.  The  shareholder  and holders of
pledges or charges over the shares have a right to obtain a certificate of their
shares  registered  in their  names.  However,  these  certificates  could never
substitute the purchasing title deed.

ARTICLE  10  -  Shares  may  be   transferred   without   restriction  to  other
- -----------
shareholders,  spouse, children or other relatives by acts inter vivos or mortis
causa.  This also applies to shares  transferred  to companies  belonging to the
same group as the transferor.


ARTICLE 11 -
- ------------

1.- Any shareholder intending to transfer voluntarily by acts inter vivos to any
person not  included  in the above  Article,  must give notice in writing to the
Administrative Body, stating the number of shares he wishes to sell, the name of
the person or persons of the buyer or buyers, the sale price and any other terms
of the transfer.

2.- The Administrative  Body shall notify the other shareholders  within 15 days
after receiving the  communication  of the intended  transfer.  The shareholders
could opt to buy the shares within 15 days following notification.

3.- After  this two  periods  have  elapsed,  and in any case 30 days  after the
company receives the communication,  if no shareholder has exercise his right to
buy the  preferential  shares or has  specifically  relinquish  his  right,  the
transferor  will be free to transfer his shares  within the following two months
to  the  person,   at  the  price  and  under  the  conditions   stated  in  the
communication.

4.- If more than one  shareholder  is interested  in buying the shares  offered,
allocation  between them shall be  proportionate to the number of shares held by
each; if in order to keep the proportion, any of the shares were to be allocated
pro indiviso to several  shareholders,  this could be avoided by allocating  the
excess to the person  with the highest  quota and in the case of several  having
the same it will be allocated by a draw. The  transferor  could not be forced to
transfer by this method a lower number of shares that he intended to transfer.

5.-  Shareholders  wishing  to buy shares  offered,  they may do so at the price
stated by the transferor to the company.  However, if they consider the price to
be  excessive,  the sale  price  shall be set by the  Company  Auditor or by the
person  appointed  voluntarily  by the  seller  and the  buyer.  If  there is no
agreement,  the final  sale price  will be set by an  auditor  appointed  by the
Companies Register of the company's registered office district at the request of
an interested  party. The auditor's fee will be paid by the Company.  If payment
of the whole or part of the shares were to be deferred it will be  necessary  to
previously obtain a banks warranty for the deferred payment.

6.- The  rules  set  above  will  also  apply  for  fixing  the  price of shares
transferred onerously or free of charge.

7.- In the case of shares in public limited companies or partnerships their real
value  will be that set by an  independent  expert  appointed  by the  Companies
Register.

ARTICLE  12 -  In  the  case  of  compulsory  transfer  of  company  shares  the
- -----------
shareholders  shall have a right to buy them  within 30 days of the notice  been
given in the manner provided by law.

ARTICLE 13 - After  death of any of the  shareholders,  the heir or  beneficiary
- ----------
will have shareholder  status. If the heir or beneficiary is a person not listed
in  Article  10,  the  remainder  shareholders  will  have a  right  to buy  the
deceased's  shares at the value they had on the date of death which will be paid
up in cash.  The value will be ruled by the  provisions set out in Law's Article
100 and the purchase shall be carried out within a maximum of 2 months from date
of notice given in writing by the  beneficiaries  to the company.  The notice in
writing is compulsory.

ARTICLE 14-  COMPANY BODIES
- ---------------------------

The Company will have a General Meeting and an  administrative  body.  These two
bodies  when no  provision  is set  herein,  will  be  governed  by The  Limited
Liability Company Law.

ARTICLE 15 - GENERAL MEETING
- ----------------------------

The  shareholders  assembled at the General Meeting shall discuss and agree upon
by a majority vote in matters within its  jurisdiction  as determined by law and
these  Articles.  The  matters  specified  in  Article  21 are  reserved  to the
competence of the Meeting.

ARTICLE 16- CALLING THE GENERAL MEETING
- ---------------------------------------

1. The General Meeting shall be convened by the  Administrative  Body or, in its
case by the Company's liquidators.

2. The calling  notice shall be sent out  individually  to each  shareholder  by
recorded  delivery to the address  appearing in the Share Register.  At least 15
days shall elapse between calling a General Meeting and its planned date.

3. The calling notice shall be signed by the Chairman of the Company's Board.

ARTICLE 17-VENUE
- ----------------

The  General  Meeting  shall be held at the place and address  indicated  in the
notice.  If the notice does not indicate the venue,  it will be understood  that
the Meeting will be held at the Company's Registered Office.
The General Meeting shall be quorate to transact any business,  without the need
for a  previous  call,  provided  that  all the  share  capital  is  present  or
represented  and all those  present  unanimously  agree to hold the  Meeting and
accept the Agenda.

The Universal Meeting may be held in any place within national territory.

ARTICLE 18-ATTENDANCE AND REPRESENTATION
- ----------------------------------------

1. The holder of one or more  shares  recorded in the  Shareholders  Register or
those who have  advised  the  company of shares  acquired  before the Meeting is
held, may be present at the General Meeting.

2. Members may be  represented  at the General  Meeting by another  shareholder,
spouse, descendant, other relation or a person who has power of attorney granted
by  notarised  document  with  powers  to  administer  all the  assets  that the
represented shareholder might have in national territory.

3. The Chairman and  Secretary of the General  Meeting shall be appointed by the
shareholders at the start of the Meeting.

4. The Chairman shall be assisted by the Secretary.  The person appointed by the
shareholders at the start of the Meeting will be the Secretary.

5. If the  presence  of a notary  has been  requested,  he will form part of the
board at the General Meeting.

ARTICLE 19- ATTENDANCE LIST
- ---------------------------

Before  beginning the Agenda,  the Secretary of the General  Meeting will make a
list of those present at the meeting,  in which it will be shown the name of the
shareholders  present and of those  represented  and their  proxies,  as well as
stating the  corresponding  number of shares.  If the list of  attendees  is not
shown  at the  beginning  of the  Minutes  of the  General  Meeting,  it will be
attached  thereto  by means  of an  annexe  signed  by the  Secretary,  with the
Chairman's countersignature.

ARTICLE 20- GENERAL MEETING PROCEDURES
- --------------------------------------

1. Once the  Attendance  List has been drawn up, the Chairman  shall declare the
General Meeting quorate, if appropriate, specifying whether it may start to deal
with all the  matters  included  on the  Agenda or  otherwise  on which  matters
discuss and resolve.

2. The Chairman shall refer to discussion the business included on the Agenda as
they appear therein.

3. Every  person with the right to attend may  intervene  in the  discussion  at
least once in connection with each one of the points on the Agenda,  even though
the Chairman of the General Meeting may lay down the order of contributions  and
limit at any time the maximum duration of each of them.

4. Once the Chairman considers a matter sufficiently  discussed, he shall put it
to the vote.

ARTICLE 21- ADOPTION OF RESOLUTIONS
- -----------------------------------

1. The resolutions  will be adopted by the majority of valid votes provided that
they represent one third of the votes corresponding to the shares into which the
capital is divided. Blank votes will not be counted.

2. Removal of members of the Board will require votes in favour of two thirds of
the votes corresponding to the shares into which the capital is divided.

3. A favourable vote of two thirds of the votes corresponding to the shares into
which  the  capital  is  divided  will also be  required  for the  exclusion  of
shareholders and also for resolutions relating to authorisation for directors to
engage  on their  own or on  someone  else's  behalf  in the  same,  similar  or
complementary kind of activity included in the Company's Object.

4. Notwithstanding the foregoing paragraphs, votes in favour of 75% of the votes
corresponding  to the shares  into which the share  capital is divided  shall be
required for:

1)   Resolutions to increase or reduce  capital and any other  alteration of the
     Company's Articles, including modification of the Company's Object.

2)   Company liquidation resolutions.

3)   Modification  of the  type of  administrative  body and the  number  of its
     members;

4)   Resolutions on the purchase, sale or redemption of treasury shares;

5)   Resolutions relating to the Company's insolvency situations;

6)   Resolutions for the distribution of dividends;

7)   Resolutions on the  appointment  and removal of auditors when  appropriate,
     without prejudice to statutory provisions;

8)   Approval of the annual accounts;

9)   Resolutions on the conversion,  merger or de-merger of the Company, removal
     of the right of priority in capital increases.

5. With  respect to decisions on the  Company's  net profits,  it will be deemed
that  they  are  to  be  distributed,  where  appropriate,  every  year  between
shareholders,  subject  to  resolution  by  votes  against  of 75% of the  share
capital,  in accordance  always with the approved balance sheet and complying at
all times with the formalities to be made previously, in accordance with the law
in force.

ARTICLE 22 - THE ADMINISTRATIVE BODY
- ------------------------------------

1. The General Meeting will decided on the way the Company should be managed, in
accordance  with the  provisions  set by law, by a Board of Directors made up by
six directors.

2. The  authority  to appoint  directors  resides  exclusively  with the General
Meeting.

3.  Alternate  directors  may be appointed in case one or more of the  directors
should resign for whatever reason.

4.   Shareholder   status  is  not  required  to  be  appointed  member  of  the
Administrative Body.

5. The Administrators shall be in office for an indefinite period of time.

6. The office of Administrator is not remunerated.  The Board of Directors shall
appoint its Chairman and,  optionally,  one or more Vice-Chairmen.  If there are
several  Vice-Chairmen,  each of them should be numbered. The priority of number
should be determined by the order in which the Vice-Chairmen  shall deputise for
the Chairman in cases of absence, incapacity or vacancy.

7. The  Board of  Directors  shall  appoint  a  Secretary  and,  optionally,  an
Assistant  Secretary,  this  appointment  could  fall  on  persons  who  are not
directors,  in which  case they will have a right to speak but not to vote.  The
Assistant  Secretary  shall  deputise  for the  Secretary  in cases of  absence,
incapacity or vacancy.

ARTICLE 23- ADMINISTRATION POWERS
- ---------------------------------

1. The  representation  of the  Company,  in and out of court,  is vested on the
Administrative  Body and should  extend to all acts  included  in the  Company's
Object.

2. The  Administrative  Body has  authority  in  whatever  matters  refer to the
Company's management,  representation and administration,  including all type of
acts of disposition.

3. The power of  representation,  in and out of  court,  should be vested on the
Administrative body in the manner laid down by law.

ARTICLE 24- NOTICE CONVENING THE BOARD OF DIRECTOR
- --------------------------------------------------

1. The Board of Directors  shall be called by the Chairman  when he sees fit, or
in the event of the Chairman's death, absence,  incapacity or inability,  by the
Vice-Chairman.  At least one meeting  must be held every three  months.  It will
have to be  necessarily  called at the request of one of the  directors.  In the
event of fourteen days having elapsed from reception of the request, without the
Chairman  having  called  the  meeting,  the  member of the board  that made the
requested shall call the meeting himself.

2. The calling notice shall include the Agenda.

3. The  notice  shall be sent by  recorded  delivery  letter  to each one of the
members of the Board at the address stated on the Company's Register at least 15
days prior to the date scheduled for the meeting.

No notice will be necessary  if all members of the Board of Directors  have been
called at the previous meeting.

4. The Board shall be considered  quorate without the need for notice if all its
members, present or represented, unanimously agree to hold the meeting.

5. A written  ballot  outside a meeting  shall be allowed  only when no director
objects to this procedure.

6. The Board of Directors  shall hold its meetings at the  Company's  Registered
Office,  except  when  any  other  venue is  indicated  in the  notice.  Notices
indicating a place abroad shall only be valid if no director objects thereto.

7. The Board of Director shall be validly  constituted to discuss and resolve on
any matter when the meeting is attended by the majority of its members,  present
or represented,  nominated  accordingly by of the General Meeting,  even if said
number has not been covered in its entirety or when vacancies have  subsequently
arisen. Members of the Board of Directors may only appoint another member of the
Board to represent them.  Representation  will have to be granted in writing and
for each meeting specifically.

ARTICLE 25- Procedure for  Discussing  and Adopting  Resolutions by the Board of
- --------------------------------------------------------------------------------
Directors
- ---------

The Board of Directors could discuss and adopt resolutions in matters within its
competence even when they are not included on the Agenda sent with the notice.

The Chairman  shall refer to  discussion  matters on the Agenda,  either if they
were previously set out or added at the start of the meeting. Any of the members
of the Board  shall,  prior to the  meeting or in the course  thereof,  have the
right to refer to discussion  and voting any other matter in the order  directed
by the Chairman at his reasonable discretion.

Once the Chairman considers a matters sufficiently discussed, he shall put it to
the vote, each member of the Board,  present or  represented,  being entitled to
one vote.

Resolutions  shall be adopted by a straight majority of members of the Board who
have attended personally or by proxy.

Notwithstanding  the above, the adoption of resolutions  relating to the matters
set out bellow shall  require the votes in favour of five out of the six members
of the Board of Directors:

1)   Raising  new  loans,  except  the normal  ones for the  ordinary  course of
     business.

2)   Any modification, cancellation or renewal of Company contracts.

3)   Giving  guarantees of any type except those  contemplated  by the Financial
     Documentation.

4)   Without prejudice to the foregoing paragraphs, the granting of mortgages or
     any other type of collateral or personal security,  as well as charging the
     assets or the income received for whatever reason by the Company.

5)   Granting  loans to third  parties  except those  necessary for the ordinary
     course of business.

6)   Entering  into  contracts  with  any   shareholder  or  any   shareholder's
     affiliated business.

7)   Make use of any tangible asset of the Company.

8)   Take part in transactions outside the ordinary course of business.

9)   To instigate and plan to contend or defend in respect of any judicial claim
     or arbitration procedures.

10)  To approve and modify budgets.

11)  To incur any expenditure that exceeds that budgeted for, except in cases of
     proven urgency or by a legal or contractual obligation validly entered into
     in accordance to these Articles.

12)  To hire personnel.

13)  Purchase or dispose of shares or interests in other companies.

14)  Enter into long term  contract  which require a  cancellation  notice of at
     least three months or those with  responsibilities  not clearly  defined at
     the time of signing or those that entail serious risk for the Company.

15)  To enter into contracts with an overall return for the Company of more than
     5.000.000 Pesetas.

ARTICLE 26- Delegation of Powers
- --------------------------------

1. The Board of Directors  may delegate in a permanent  way,  part or all of its
powers  on an  Executive  Committee  and  one or  more  Managing  Directors  and
determine  the members of the Board  itself who will form part of the  delegated
body.

2. The  permanent  delegation of powers and the election of members of the Board
to this end, will require to be valid votes in favour of two thirds of the board
members appointed by the General Meeting, even when all the post are not covered
or when vacancies have taken place.

3.  Managing  directors  will have the express duty to report to each one of the
members of the Board about the day to day management of the Company.


ARTICLE 27.- Winding up and liquidation
- ---------------------------------------

The Company will be wound up on the grounds set out by Law.

Upon the Company  being wound up, all  directors  with a valid  appointment  and
registered at the Mercantile  Register will  automatically  become  liquidators,
except when the Company has appointed  others at the winding up  agreement.  The
liquidators  shall act internally  according to the regulations of the structure
of the administrative body at the time.

If the Company is wound up, the power of  representation  shall be vested on the
liquidators jointly,  whatever has been the type of representation vested on the
administrative body.
EX-99 74 b-383.htm CERT OF INCORP CINERGY SERVICES IBERIA, SL Cinergy Servies Iberia 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                          CINERGY SERVIES IBERIA, S.L.

The undersigned, Cesar Rodriguez, attorney-at-law, officiating under Spanish Bar
Association, declares that:

     1.-  Cinergy  Services  Iberia,  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 Paseo  Castellana  23,
     2(degree),  28046,  Madrid, Spain and having its offices at the same place,
     and  being  registered  in  the  Mercantile  Register  of  Madrid  on  Page
     M-294.022.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the  incorporation  at civil law notary,  officiating  in Madrid on 9
     October 2001.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is the prospecting,  promotion, management, exploitation and
     representation  of all kinds of business relating to plant dedicated to the
     production of electricity and with the marketing of electricity and natural
     gas.  The  listed  activities  can  be  developed  indirectly,  totally  or
     partially,  through  participation  in other  companies  with  analogous or
     identical object.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  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,  2(degree),
               Madrid;
          2.   Maria del Carmen Garcia Arguelles,  adult of age,  Spanish,  with
               domicile in Paseo de la Castellana,  23, 2(0), Madrid and Spanish
               ID number 10.874.842-M;
          3.   Francisco Rausell Solari, adult of age, Spanish, with domicile in
               Paseo de la  Castellana  23,  2(degree),  Madrid and  Spanish I.D
               number 27.289.321-M.

     6.- The secretary  non-director is Cesar Rodriguez Gonzalez,  of legal age,
     Spanish,  residing  at Paseo de la  Castellana  23,  2(degree),  Madrid and
     provided with National Identity number 52.611.658-D.



Signed in Madrid on 23 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 75 b-384.htm ART OF ASSOC CINERGY SERVICES IBERIA, SL Cinergy Services Iberia 
                           ARTICLES OF ASSOCIATION OF
"CINERGY SERVICES IBERIA, S.L.", A UNIPERSONAL COMPANY.

CHAPTER I. GENERAL PROVISIONS.

ARTICLE 1.  NAME.  The  Company  is known as  "CINERGY  SERVICES  IBERIA,  S.L.,
Sociedad Unipersonal".

It is governed by the present Articles of Association and, where no provision is
made  therein,  by the Law  regarding  the  Legal  Nature of  Limited  Liability
Companies and complementary Legislation.

ARTICLE 2.  CORPORATE  PURPOSE.  The Company has as its  purpose:  "Prospecting,
promotion,  management,  operation and  representation of all manner of business
relating to  installations  given over to the production of electricity  and the
marketing of electricity or natural gas".

The activity  stated may also be developed by the Company,  wholly or partially,
indirectly, through holdings in other companies with a similar purpose.

Excluded  are those  activities  for the  exercising  of which the law lays down
special requirements which are not met by this company.

ARTICLE 3. The corporate purpose may be realised by the Company either directly,
or else  indirectly,  through  the  holding  of  shares  or  interests  in other
Companies with an identical or similar purpose.

In any event,  excluded from the corporate  purpose are all those activities for
the exercising of which the Law lays down special requirements which are not met
by this Company.

If legal provisions should, for the exercising of any of the activities included
in  the  corporate  purpose,   require  any  professional   qualifications,   or
administrative   authorisation,   or  registration  in  Public  Registers,  such
activities must be realised by someone who has such professional qualifications,
and,  where   applicable,   may  not  be  commenced  until  the   administrative
requirements specified have been met.

ARTICLE 4. LIFETIME AND COMMENCEMENT OF OPERATIONS.

The lifetime of the Company is  indefinite  and it commences  operations  on the
date of execution of the incorporation papers.

ARTICLE 5. COMPANY'S FINANCIAL YEAR

The  company's  financial  year end  shall be the 31st  December  in each  year,
commencing on the 1st January, except for the first one, which shall commence on
the date of execution of the incorporation papers.

ARTICLE 6. DOMICILE.

The corporate  domicile is established  as being at Paseo de la Castellana,  no.
23, 28046, Madrid.

Under a decision taken by the Board of Directors,  it may be transferred  within
the same municipal district in which it is established, and in the same way, any
branches,  agencies or offices made  necessary  or  advisable,  within  national
territory or abroad,  by  development of the corporate  purpose,  may be opened,
closed or transferred.

ARTICLE 7. CAPITAL STOCK.

The capital stock is THREE THOUSAND AND FIFTY EUROS (3,050 EUROS),  divided into
THREE THOUSAND AND FIFTY CORPORATE HOLDINGS,  numbers 1 to 3050,  inclusive,  of
ONE EURO nominal value each,  cumulative and  indivisible,  which shall not take
the form of  securities,  may not be  represented  by means of  certificates  or
entries in  accounts,  nor take the form of shares.  The capital  stock is fully
subscribed and paid-up.


CHAPTER II. REGIME GOVERNING CORPORATE HOLDINGS.

ARTICLE 8. The  corporate  holdings  are subject to the regime  provided  for in
legislation.

The transfer of corporate  holdings and  establishment  of actual  pledge rights
must be recorded in a public document.  The establishment of other actual rights
must be recorded in a public instrument.

Rights in respect of the Company may be  exercised  provided  that the latter is
aware of the transfer or establishment of the encumbrance.

The Company shall keep a Register of partners  which any partner may examine and
from which holders may obtain certifications of rights registered in their name.

ARTICLE 9. TRANSFER.

The  transfer of  corporate  holdings  shall be governed  by the  provisions  OF
articles 28 et seq. of the Law. Consequently, the voluntary transfer of holdings
by means of "inter vivos" acts between  partners,  or in favour of the partner's
spouse,  ascendant  relative or  descendant  relative or in favour of  Companies
belonging  to the same group as the  transferor,  as well as  transfers  "mortis
causa", shall be free.

ARTICLE 10. USUFRUCT AND ENCUMBRANCE.

In the event of usufruct of holdings,  the status of partner resides in the bare
legal title, but the person enjoying  usufruct shall in any event be entitled to
any  dividends  granted by the  Company  during such  usufruct.  In the event of
encumbrance, exercising of the partner's rights shall correspond to the owner.

CHAPTER III. CORPORATE BODIES.

ARTICLE  11. The  corporate  bodies  are the  General  Meeting  and the Board of
Directors,  and where there is no  provision in these  Articles of  Association,
they shall be governed by the provisions of articles 43 et seq. of the Law.

ARTICLE 12. GENERAL MEETING.

The partners,  coming  together at a General  Meeting,  shall  decide,  by legal
majority, all matters that fall within the remit of the Meeting.

ARTICLE 13. NOTIFICATION.

The  General  Meeting  shall  be  called  by the  Board of  Directors  or by the
Liquidators, where applicable, by means of an individual notification in writing
of the  announcement  containing  the data  called for in article 46 of the Law,
sent to all partners,  at the domicile appearing in the register,  by registered
post, with acknowledgement of receipt.

ARTICLE 14. ATTENDANCE AND REPRESENTATION.

All partners are entitled to attend the General Meeting in person or represented
by another person,  whether a partner or otherwise.  Representation  shall cover
all holdings of the person  represented,  must be granted in writing and, if not
recorded in a public document, must be specific for each Meeting.

ARTICLE 15.  BOARD OF DIRECTORS.

The General Meeting,  without needing any change to the Articles of Association,
shall  entrust  Administration  of the Company to a Sole  Administrator,  to two
persons  sharing such duties,  to several  persons acting jointly and severally,
with a maximum of five, or to a Board of Directors.

ARTICLE  16. To be  appointed  Director,  the status of  partner  shall not be a
requirement.  ARTICLE 17. The Directors shall exercise office  indefinitely,  it
being possible for them to be removed from office by the General  Meeting,  even
when such removal does not appear in the Agenda.

ARTICLE 18.  POWERS.  The Board of  Directors  is  responsible  for  management,
administration and representation of the Company and other powers resulting from
Legislation  and these  Articles of  Association,  and shall  extend to all acts
included in the corporate  purpose.  Solely for the purposes of clarification of
their  business   activities,   AND  WITHOUT  THERE  BEING  A  REQUIREMENT   FOR
REGISTRATION IN THE REGISTER OF COMMERCIAL CONCERNS, the following powers, among
others, are included:

A) To  exercise  all powers  necessary  for  management  and  administration  of
corporate  business,  being able to approve and  realise  all acts or  contracts
relating to  acquisition,  obligations,  alienation,  encumbrance,  or any other
means of strict  control,  in respect of any kind of  personal  property or real
estate,  whether  tangible  or  intangible,  securities  and  rights,  under the
conditions and with the terms and prices considered appropriate.

B) To sign,  agree  upon,  execute  and  authorise  all manner of  contract;  to
administer,  purchase,  alienate and administer [sic] personal property and real
estate,  encumbering the same by means of pledges or mortgages; to establish and
withdraw sureties and deposits including with the Caja General de Depositos;  to
take  part  in  auctions  and  competitions,  whether  relating  to  the  State,
Autonomous Bodies, Provinces,  Municipalities or private individuals, submitting
tenders and  resolving  ties by means of bidding or some other legal  means;  to
raise disputes,  complaints and claims; to accept,  where applicable,  awards of
contract;  to negotiate  matters,  whether  through the courts or otherwise;  to
appoint equitable or legal arbiters;  to lease or let, including under contracts
that can be  registered  with the Property  Register,  with the exception of the
leasing of financial assets.

C) To open,  operate,  dispose of and close current accounts,  savings accounts,
term accounts or accounts of any other kind;  to establish  deposits of money or
stocks;  to arrange  all types of banking,  discount  and draft  operations;  to
contract  and use credits and loans;  to ask for bonds and sureties in favour of
the Company and  counter-guarantee  the same and seek the opening of documentary
credits; all of this with any banking or credit institution, whether official or
private, or any individuals or corporate bodies.

D) To determine the workforce and their remuneration;  to appoint and remove the
same within legal standards; to assign duties, powers and pay; to grant ordinary
and  extraordinary  rewards and  bonuses;  to determine  general  administration
costs.

E) To appoint and remove agents and representatives.

F) To issue, sign, endorse, discount,  guarantee,  accept, negotiate and protest
bills of exchange, receipts and other transfer documents.

G) To realise  payments  on behalf of the  Company;  to collect or receive  from
whomsoever is applicable  any sums that may correspond or be owed to the Company
for any reason,  concept or under any title,  including  local Tax Offices,  the
Central  Paymaster's  Office or any body or  department  belonging to the State,
Autonomous Bodies, Provinces or Municipalities, issuing and signing the relevant
receipts and acquittances.

H) To collect,  from Post Offices,  letters,  registered letters,  money orders,
declared securities, telegrams and cable transfers.

I) To take out all kinds of insurance policies.

J) To apply for  permits  for the  establishment,  refurbishment,  extension  or
modification of industries or businesses;  to furnish  declarations  and ask for
administrative authorisations of any kind.

K) To exercise  all rights and  actions,  in legal  proceedings  and outside the
same,  that may  correspond to the Company,  being able to substitute  wholly or
partially  those powers  which can be delegated to one or more  employees of the
Company  or to  outsiders  and  to  execute  powers  of  attorney  for  granting
representation to the person or persons it considers appropriate.

L)  To  appear  before  all  kinds  of  Tribunals,  Courts,  Civil  Servants  or
Authorities for the purposes of bringing and pursuing, at all stages and levels,
governmental, administrative, contentious, civil, social or criminal proceedings
and  cases,  or those of any  other  jurisdiction  or law,  until  decisions  or
judgements  are  handed  down.  To grant  powers  of  attorney  to  Lawyers  and
Barristers  so that they,  where  necessary,  can  exercise  such powers and any
others of the type that are commonplace in legal disputes, including the lodging
of appeals before the Supreme Court, for review,  nullity,  protection and other
ordinary and extraordinary appeals.

M) To make  confessions in proceedings  under any  jurisdiction,  on specific or
non-specific oath, and to answer interrogatories, even if the exercising of such
powers  implies  or  assumes  acts of strict  control  in respect of any kind of
property.

N) To intervene in suspension of payment, insolvency and bankruptcy proceedings;
to appoint official receivers and administrators;  to accept or reject proposals
from  debtors,  administrators'  accounts  and any form of payment  relating  to
debts.

O) To  formalise  and  subscribe  any  public or private  documents  that may be
necessary for effective management of the powers granted.

ARTICLE 19.  The position of Director is unpaid.

ARTICLE 20.  BOARD OF DIRECTORS.

The Board of Directors,  if such exists,  shall be made up of at least three and
at most seven members.

The Board shall be duly convened when there are, at the meeting,  either present
or  represented  by  another  Director,  one  half  plus  one  of  its  members.
Representation shall be granted by means of a registered letter to the Chairman.
Decisions  shall be  adopted by an  absolute  majority  of those  present at the
meeting,  which  must  be  called  by  the  Chairman  or  Vice-Chairman,   where
applicable.  Voting  in  writing  and  without  a  meeting  shall be valid if no
Director objects  thereto.  In the event of a tie, the person acting as Chairman
shall have the casting  vote.  The Board  shall meet  whenever so decided by the
Chairman,  either  on his own  initiative  or when  so  requested  by two of its
members. The notice shall be sent by letter or telegram, with twenty-four hours'
advance notice.

It shall designate its Chairman and a Secretary from within its midst.

The Board of Directors may delegate the powers granted  thereto under article 18
of these Articles of Association to one or more Managing  Directors,  except for
those powers that cannot be delegated.

CHAPTER IV. REMOVAL AND EXCLUSION OF PARTNERS.

ARTICLE  21. The  partners  shall be  entitled  to leave the  Company and may be
excluded from the same by means of a decision taken by the General Meeting,  for
the reasons and in the form provided for in articles 95 et seq. of the Law.

CHAPTER V. DISSOLUTION AND LIQUIDATION.

ARTICLE 22. The Company shall be dissolved and liquidated for the reasons and in
accordance with the regime established in articles 104 et seq. of the Law.

ARTICLE 23. The  Administrators  shall, at the time of  dissolution,  become the
Liquidators,  unless  the  General  Meeting  has  designated  someone  else when
deciding in favour of dissolution.

The Liquidators  shall hold office for an indefinite time. Once three years have
elapsed from commencement of liquidation,  without the final liquidation balance
being submitted for approval by the General Meeting,  any partner or person with
a legitimate interest may ask the relevant Magistrate for the corporate domicile
for removal of the liquidators in the manner provided for in legislation.

ARTICLE  24.  The  liquidation  quota  corresponding  to each  partner  shall be
proportional to their holding in the capital stock.

CHAPTER VI. UNIPERSONAL COMPANY.

ARTICLE 25. In the event of the  Company  becoming  unipersonal,  there shall be
compliance  with the provisions of articles 125 et seq. Of The Law, and the sole
partner shall exercise the powers of the General Meeting.

Once six months  have  elapsed  from a sole  partner  becoming  the owner of all
corporate holdings, without such circumstance being registered with the Register
of Commercial Concerns,  the former shall be personally,  without limitation and
jointly and severally liable for any company debts incurred during the period of
unipersonality.  Once unipersonality has been registered, the sole partner shall
not be liable for any debts subsequently incurred.
EX-99 76 b-385.htm CERT OF INCORP COMPANIA PRODUCTORA CoI Compecin 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
            Compania Productora de Energia para Consumo Interno, S.L.

The underdesigned, Cesar Rodriguez,  attorney-at-law,  officiating under Spanish
Bar Association, declares that:

     1.- Compania Productora de Energia para Consumo Interno,  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
     C/Bonsoms 15-17, Barcelona, Spain and having its offices at the same place,
     and being registered in the Mercantile Register of Zaragoza in Volume 2553,
     Book 0, Folio 117, Section 8a, Page Z-27124, Inscription 3a.

     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 before Fernando Uson Valero, civil law notary
     officiating  in Zaragoza and  inscribed on the Register on 9 May 2001.  The
     Articles have not been amended since.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is to carry out all and any commercial  activities  relating
     to  the  livestock   industry  including  entering  into  construction  and
     transportation  enterprises  relating thereto. The listed activities can be
     developed   directly  or   indirectly,   totally  or   partially,   through
     participation in other companies with analogous or identical object.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register, the directors of the Company are:


          1.   VALLE DEL EBRO INGENIERIA Y CONSULTORIA, S.L.,(VEINCO), a Spanish
               company  inscribed  in the  Mercantile  Register  of  Zaragoza in
               Volume 2036,  Folio 202,  Page  Z-20001 and provided  with Fiscal
               Identity  number  B-50711233,  represented  by  D.  Manuel  Vidal
               Lizano, of legal age, married, of Spanish  Nationality,  residing
               in  Calle  Camino  de las  Torres,  Zaragoza  provided  with  the
               national identity number 17.309.426-V.

          2.   FINANCIERA AGROGANADERA, S.L., a Spanish company inscribed in the
               Mercantile  Register of Zaragoza in Volume 2078,  Folio 140, Page
               Z-20264 and  provided  with Fiscal  Identity  number  B-50720283,
               which company is represented by D. Sergio Samper Rivas.

          3.   D. Sergio Samper Rivas, of legal age, Spanish, domiciled at Paseo
               de las Damas 9, Zaragoza and provided with the National  Identity
               number 17.210271-S.

          4.   CINERGY GLOBAL POWER IBERIA, S.A., a Spanish company inscribed in
               the Mercantile Register of Madrid in Volume 13.634, Book 0, Folio
               70,  Section 8, Page  M-221995,  Inscription  1 and provided with
               Fiscal Identity number A-8204477, which company is represented by
               D.  Francisco   Rausell  Solari,   of  legal  age,  Spanish  with
               professional  domicile in Paseo de la  Castellana  23, 2nd Floor,
               Madrid and provided with National Identity number 27.289.321-M.

          5.   CINERGY RENOVABLES IBERICAS, S.A., a Spanish company inscribed in
               the  Mercantile  Register of Madrid in Volume 412 general,  46 of
               Section 3a,  Folio 95 Page  M-116.007  and  provided  with Fiscal
               Identity  number  A-28045367,  which company is represented by Da
               Maria del Carmen Garcia Arguelles,  of legal age,  Spanish,  with
               professional  domicile in Paseo de la  Castellana  23, 2nd Floor,
               Madrid and provided with National Identity number 10.874.842-M.

          6.   EOLOCRISA,  S.L., a Spanish  company  inscribed in the Mercantile
               Register of Madrid in Volume  15.925,  Book 0, Folio 73,  Section
               8a,  Page  M-269220  and  provided  with Fiscal  Identity  number
               B-82825258,  which  company  is  represented  by  D.  Derek  John
               Spencer,  of legal age,  British,  passport number  003980793 and
               Spanish ID number  X-2159330-K,  with  professional  domicile  in
               Paseo de la Castellana 23, 2nd Floor, Madrid, Spain.


Signed in Madrid on 9 January 2002




Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 77 b-386.htm ART OF ASSOC COMPANIA PRODUCTORA AoA Compecin 
             ARTICLES OF ASSOCIATION OF A LIMITED LIABILITY COMPANY
                                    LAW 1995

                    PART I. - NAME, OBJECT, DURATION, ADDRESS

ARTICLE 1 - NAME

A Limited Liability  Company to be known as COMPANIA  PRODUCTORA DE ENERGIA PARA
CONSUMO  INTERNO,  S. L. (also  "COMPECIN"),  is hereby set up governed by these
Articles, the Limited Liability Company Act and other applicable provision.

ARTICLE 2 - OBJECT

The Object of the Company is:

a)   To buy, sell and mediate in all kinds of livestock and animal meat products
b)   To import/export  all kinds of livestock and animal meat products either as
     slaughterhouse waste or end products.
c)   To create and manage industrial abattoirs and related industries.
d)   To rear animal stock,  feed and slaughter  them in their own  facilities or
     elsewhere, for their consumption or for third parties.
e)   To buy, sell,  import and export  agricultural  and food products for human
     and animal consumption.
f)   To produce animal fodder in their own facilities or elsewhere for their own
     consumption and third parties.
g)   To plan,  develop,  carry out  construction  work,  renovate  and  preserve
     private as well as public buildings.
h)   To buy, sell, develop,  lease (not financial),  manage and construct rural,
     urban and industrial buildings as well as company housing.
i)   Financial, technical or commercial in all kinds of companies, rural as well
     as urban, industrial, shops, services and investments.
j)   To manage,  direct and administer  companies and properties;  letting their
     own or  third  parties  facilities,  machinery  and  tolls  and  buying  as
     appropriate.
k)   To buy and make use of all kinds of  transport to cover the  company's  and
     associates needs, directly or indirectly, as well as carrying out transport
     services of all kinds of goods for third parties.
l)   Any other activity directly related to the above.

Any  commercial  activity  related to the above could be carried out either as a
wholesaler or retailer.

The  Company  may  carry  out the  activities  listed  above in whole or in part
through shareholdings in other companies with the same or similar objects.

For those  activities  listed in the Company's  Object that may require official
authorisation or inscription in an Official Register, the said requirements must
be fulfilled before the start of the activities.

Activities that require a specific professional title, the Company must seek the
services of a competent  person,  unless one or all of the shareholders  have or
could obtain such professional title.

ARTICLE 3 - The Company  will be governed by this  Articles of  Association  and
when no provision is contained therein, by the Limited Liability Company Act and
complimentary provisions.

ARTICLE 4 - DURATION, COMMENCEMENT DATE, FINANCIAL YEAR END

The duration of the company is indefinite.
The Company shall commence trading on the date the deed is granted.
The closing date of the financial year shall be the 31st December of each year.

ARTICLE 5 - REGISTERED OFFICE

The Company's Registered Office is in Zaragoza, Avenida Academia General Militar
N(0)52. The Administrative Body may resolve to move the registered office within
the same municipal boundaries.

                          PART II - REGISTERED CAPITAL

ARTICLE 6 - The registered capital is THREE THOUSAND AND TEN EUROS, divided into
three  thousand and ten shares,  equal,  cumulative and  indivisible  with a par
value of One Euro each,  numbered from One to Three  Thousand and Ten inclusive.
Shares are fully subscribed and paid up.

                                PART III - SHARES

ARTICLE 7 - Each share  confers upon its holder the  condition  of  shareholder,
giving him the rights and  obligations  set out by Law, by this Articles and any
company agreement dully adopted.

Shareholder  status  will be lost on  transfer  of  shares  or by  dismissal  or
exclusion.

ARTICLE 8 - Company  share  transfers and rights in rem of pledge vested on them
will be recorded in a public  document.  The  constitution  of any other type of
right in rem different to that mentioned in the last paragraph shall be recorded
in a public deed.

ARTICLE 9 - The Company  shall keep a Share  Register  containing  the  personal
details of  shareholders,  shares  held and any  changes  arising.  It will also
reflect  any stamp duty or charges  upon them.  The  shareholder  and holders of
pledges or charges over the shares have a right to obtain a certificate of their
shares  registered  in their  names.  However,  these  certificates  could never
substitute the purchasing title deed.

ARTICLE  10  -  Shares  may  be   transferred   without   restriction  to  other
shareholders,  spouse, children or other relatives by acts inter vivos or mortis
causa.  This also applies to shares  transferred  to companies  belonging to the
same group as the transferor.

ARTICLE 11 -

1.- Any shareholder intending to transfer voluntarily by acts inter vivos to any
person not  included  in the above  Article,  must give notice in writing to the
Administrative Body, stating the number of shares he wishes to sell, the name of
the person or persons of the buyer or buyers, the sale price and any other terms
of the transfer.

2.- The Administrative  Body shall notify the other shareholders  within 15 days
after receiving the  communication  of the intended  transfer.  The shareholders
could opt to buy the shares within 15 days following notification.

3.- After  this two  periods  have  elapsed,  and in any case 30 days  after the
company receives the communication,  if no shareholder has exercise his right to
buy the  preferential  shares or has  specifically  relinquish  his  right,  the
transferor  will be free to transfer his shares  within the following two months
to  the  person,   at  the  price  and  under  the  conditions   stated  in  the
communication.

4.- If more than one  shareholder  is interested  in buying the shares  offered,
allocation  between them shall be  proportionate to the number of shares held by
each; if in order to keep the proportion, any of the shares were to be allocated
pro indiviso to several  shareholders,  this could be avoided by allocating  the
excess to the person  with the highest  quota and in the case of several  having
the same it will be allocated by a draw. The  transferor  could not be forced to
transfer by this method a lower number of shares that he intended to transfer.

5.-  Shareholders  wishing  to buy shares  offered,  they may do so at the price
stated by the transferor to the company.  However, if they consider the price to
be  excessive,  the sale  price  shall be set by the  Company  Auditor or by the
person  appointed  voluntarily  by the  seller  and the  buyer.  If  there is no
agreement,  the final  sale price  will be set by an  auditor  appointed  by the
Companies Register of the company's registered office district at the request of
an interested  party. The auditor's fee will be paid by the Company.  If payment
of the whole or part of the shares were to be deferred it will be  necessary  to
previously obtain a banks warranty for the deferred payment.

6.- The  rules  set  above  will  also  apply  for  fixing  the  price of shares
transferred onerously or free of charge.

7.- In the case of shares in public limited companies or partnerships their real
value  will be that set by an  independent  expert  appointed  by the  Companies
Register.

ARTICLE  12 -  In  the  case  of  compulsory  transfer  of  company  shares  the
shareholders  shall have a right to buy them  within 30 days of the notice  been
given in the manner provided by law.

ARTICLE 13 - After  death of any of the  shareholders,  the heir or  beneficiary
will have shareholder  status. If the heir or beneficiary is a person not listed
in  Article  10,  the  remainder  shareholders  will  have a  right  to buy  the
deceased's  shares at the value they had on the date of death which will be paid
up in cash.  The value will be ruled by the  provisions set out in Law's Article
100 and the purchase shall be carried out within a maximum of 2 months from date
of notice given in writing by the  beneficiaries  to the company.  The notice in
writing is compulsory.

                            PART IV - COMPANY BODIES

ARTICLE 14 - GENERAL MEETING

CALLING: The General Meeting shall be convened by the Administrative Body or, in
its case by the  Company's  liquidators.  The calling  notice  shall be sent out
individually to each shareholder by recorded  delivery to the address  appearing
in the Share  Register.  At least 15 days shall elapse between calling a General
Meeting and its planned date. The calling notice shall be signed by the Chairman
of the Company's Board.

VENUE:  The General Meeting shall be held at the place and address  indicated in
the notice.  If the notice does not  indicate the venue,  it will be  understood
that the Meeting will be held at the Company's Registered Office.

UNIVERSAL  MEETING:  The  General  Meeting  shall be  quorate  to  transact  any
business,  without  the need for a previous  call,  provided  that all the share
capital is present or  represented  and all those present  unanimously  agree to
hold the Meeting and accept the Agenda. The Universal Meeting may be held in any
place within national territory.

ATTENDANCE AND REPRESENTATION:  The holder of one or more shares recorded in the
Shareholders  Register or those who have advised the company of shares  acquired
before the Meeting is held, may be present at the General  Meeting.  Members may
be  represented  at  the  General  Meeting  by  another   shareholder,   spouse,
descendant,  other  relation  or a person who has power of  attorney  granted by
notarised document with powers to administer all the assets that the represented
shareholder might have in national territory.

BOARD OF THE GENERAL MEETING:  The Chairman and Secretary of the General Meeting
shall be appointed by the shareholders at the start of the Meeting. The Chairman
shall be assisted by the Secretary.  The person appointed by the shareholders at
the start of the Meeting will be the Secretary.  If the presence of a notary has
been requested, he will form part of the board at the General Meeting.

ATTENDANCE  LIST:  before  beginning  the Agenda,  the  Secretary of the General
Meeting will make a list of those  present at the  meeting,  in which it will be
shown the name of the  shareholders  present and of those  represented and their
proxies,  as well as stating the corresponding  number of shares. If the list of
attendees is not shown at the  beginning of the Minutes of the General  Meeting,
it will be attached thereto by means of an annexe signed by the Secretary,  with
the Chairman's countersignature.

GENERAL  MEETING  PROCEDURES:  Once the  Attendance  List has been drawn up, the
Chairman shall declare the General Meeting quorate,  if appropriate,  specifying
whether  it may start to deal with all the  matters  included  on the  Agenda or
otherwise  on which  matters  discuss and resolve.  The Chairman  shall refer to
discussion the business included on the Agenda as they appear therein. Everybody
with the  right to attend  may  intervene  in the  discussion  at least  once in
connection  with each one of the points on the Agenda,  even though the Chairman
of the General Meeting may lay down the order of contributions  and limit at any
time the maximum duration of each of them. Once the Chairman  considers a matter
sufficiently discussed, he shall put it to the vote.

ADOPTION OF  RESOLUTIONS:  The  resolutions  will be adopted by the  majority of
valid votes provided that they represent one third of the votes corresponding to
the shares into which the capital is divided. Blank votes will not be counted.

Removal of members  of the Board will  require  votes in favour of two thirds of
the votes corresponding to the shares into which the capital is divided.

A favourable  vote of two thirds of the votes  corresponding  to the shares into
which  the  capital  is  divided  will also be  required  for the  exclusion  of
shareholders and also for resolutions relating to authorisation for directors to
engage  on their  own or on  someone  else's  behalf  in the  same,  similar  or
complementary kind of activity included in the Company's Object.

Notwithstanding  the foregoing  paragraphs,  votes in favour of 80% of the votes
corresponding  to the shares  into which the share  capital is divided  shall be
required for:

a)   Any modification of the Company's Object;  increases in share capital;  the
     issue  of  debentures  convertible  into  shares;  the  reduction  of share
     capital;  liquidation,  dissolution,  subdivision  or merger of the Company
     and, in general, any modification to the Articles of Association.

b)   Insofar  as  legally  possible,   resolutions  relating  to  situations  of
     insolvency of the Company.

c)   Resolutions concerning the no distribution of dividends.

d)   Increase or decrease the number of members of the Board.

e)   Resolution on the  appointment  and removal of auditors  when  appropriate,
     without prejudice to the statuary provisions.

With respect to decisions on the Company's  net profits,  it will be deemed that
they are to be distributed,  where appropriate, every year between shareholders,
subject  to  resolution  by  votes  against  of  80% of the  share  capital,  in
accordance  always with the approved  balance  sheet and  complying at all times
with the formalities to be made previously, in accordance with the law in force.

ARTICLE 15 - THE ADMINISTRATIVE BODY

The  General  Meeting  will  decided  on the way the way the  Company  should be
managed,  in accordance  with the provisions set by law, by a Board of Directors
made up by six directors.

The authority to appoint directors resides exclusively with the General Meeting.
Shareholder  status is not required to be appointed member of the Administrative
Body.

Alternate directors may be appointed in case one or more of the directors should
resign for whatever reason.

The  representation  of the  Company,  in and out of  court,  is  vested  on the
Administrative  Body and should  extend to all acts  included  in the  Company's
Object.  The power of representation,  in and out of court,  should be vested on
the Administrative body in the manner laid down by law.

The Administrative Body has authority in whatever matters refer to the Company's
management,  representation  and  administration,  including all type of acts of
disposition.

The Board of Directors shall appoint its Chairman and,  optionally,  one or more
Vice-Chairmen.  If  there  are  several  Vice-Chairmen  each of them  should  be
numbered.  The priority of number should be determined by the order in which the
Vice-Chairmen shall deputise for the Chairman in cases of absence, incapacity or
vacancy.

The Board of Directors  shall appoint a Secretary and,  optionally,  a Assistant
Secretary,  this  appointment  could fall on persons who are not  directors,  in
which  case  they  will  have a right to speak  but not to vote.  The  Assistant
Secretary  shall  deputise for the Secretary in cases of absence,  incapacity or
vacancy.

ARTICLE 16 - DUTIES OF THE BOARD OF DIRECTORS

Notice convening the Board of Directors:  The Board of Directors shall be called
by the  Chairman  when he sees  fit,  or in the event of the  Chairman's  death,
absence,  incapacity or inability,  by the  Vice-Chairman.  At least one meeting
must be held every three months.  It will have to be  necessarily  called at the
request of one of the  directors.  In the event of fourteen days having  elapsed
from reception of the request,  without the Chairman  having called the meeting,
the member of the board that made the requested shall call the meeting  himself.
The  calling  notice  shall  include  the  Agenda.  The notice  shall be sent by
recorded  delivery letter to each one of the members of the Board at the address
stated on the  Company's  Register at least 15 days prior to the date  scheduled
for the  meeting.  No notice  will be  necessary  if all members of the Board of
Directors have been called at the previous meeting.

The Board  shall be  considered  quorate  without the need for notice if all its
members,  present  or  represented,  unanimously  agree to hold the  meeting.  A
written ballot outside a meeting shall be allowed only when no director  objects
to this procedure.

Venue:  The  Board  of  Directors  shall  hold  its  meetings  at the  Company's
Registered  Office,  except  when any other  venue is  indicated  in the notice.
Notices  indicating a place  abroad  shall only be valid if no director  objects
thereto.

Constitution  of the Board of Directors:  The Board of Director shall be validly
constituted to discuss and resolve on any matter when the meeting is attended by
five  members,  present  or  represented,  of the same which  fixed the  General
Meeting at the time,  although  said number has not been covered in its entirety
or even  when  vacancies  have  subsequently  arisen.  Members  of the  Board of
Directors  may only  appoint  another  member  of the Board to  represent  them.
Representation  will  have  to be  granted  in  writing  and  for  each  meeting
specifically.

Agenda:  The Board of Directors  could discuss and adopt  resolutions in matters
within its  competence  even when they are not  included on the Agenda sent with
the notice.

Procedure for discussing and Adopting  Resolutions:  The Chairman shall refer to
discussion  matters on the  Agenda,  either if they were  previously  set out or
added at the start of the meeting.  Any of the members of the Board shall, prior
to the meeting or in the course  thereof,  have the right to refer to discussion
and  voting  any other  matter  in the order  directed  by the  Chairman  at his
reasonable  discretion.  Once the  Chairman  considers  a  matters  sufficiently
discussed,  he shall put it to the vote,  each  member of the Board,  present or
represented,  being  entitled  to one vote.  Resolutions  shall be  adopted by a
straight  majority of members of the Board who have  attended  personally  or by
proxy.  Notwithstanding  the above, the adoption of resolutions  relating to the
matters set out bellow shall  require the votes in favour of five out of the six
members of the Board of Directors:

1.   Raising  new  loans,  except  the normal  ones for the  ordinary  course of
     business.

2.   Any modification, cancellation or renewal of Company contracts.

3.   Giving  guarantees of any type except those  contemplated  by the Financial
     Documentation.

4.   Getting mortgages, or other type of finance on all or part of the Company's
     assets or property.

5.   Granting  loans to third  parties  except those  necessary for the ordinary
     course of business.

6.   Entering  into  contracts  with  any   shareholder  or  any   shareholder's
     affiliated business.

7.   Make use of any tangible asset of the Company.

8.   Take part in transactions  outside the ordinary course of business or those
     that are not appropriate for the correct run of commercial transactions.

9.   In respect of Company Budgets:

     (i)  To approve a budget ("The Budget") and/or modify it.

     (ii) Incurring  any  expenditure  which goes beyond The  Budget,  except in
          cases of  demonstrable  urgency or when the Company has a  contractual
          obligation to pay up an amount not included in The Budget.

     (iii)Incurring  any  expenditure  within  The Budget of more than 5 Million
          Pesetas.

11.  To appoint personnel, consultants or advisors.

12.  Purchase or dispose of branches or shares in other companies.

13.  Enter into long term  contract  which require a  cancellation  notice of at
     least three months or those with  responsibilities  not clearly  defined at
     the time of signing or those that entail serious risk for the Company.

14.  The early repayment of loans.

15.  Signing contracts committing the Company through life to pay an amount over
     5.000.000 Pesetas except when specifically agreed by budget.

16.  Changing Company's financial criteria or policy.

Delegation of Powers:  The Board of Directors  may delegate in a permanent  way,
part or all of its powers on an  Executive  Committee  and one or more  Managing
Directors  and  determine  the members of the Board itself who will form part of
the  delegated  body.  The  permanent  delegation  of powers and the election of
members of the Board to this end will require to be valid votes in favour of two
thirds of the board members appointed by the General Meeting,  even when all the
post are not covered or when vacancies have taken place. Managing directors will
have the  express  duty to report to each one of the  members of the Board about
the day to day management of the Company.

ARTICLE 17 - TERM OF OFFICE

Directors terms of office are unrestricted.

ARTICLE 18.-  POWERS OF THE BOARD OF DIRECTORS

The Board of Directors will represent the Company in legal  proceedings  and any
other  matter  with  full  powers  to  act  on  behalf  of  the  Company  in all
administrative  and  legal  businesses,   without  limitation  whatsoever.   For
proceedings  or  businesses  not  included  in the  Company's  Object it will be
understood  that the  Board  will be  previously  empowered  to  carry  them out
occasionally.  As a  guide,  with no  limitations,  and  without  access  to the
Mercantile Register the powers of the Board of Directors will include:

a)   To buy, make use of,  dispose of or levy all type of assets or real estate,
     to  constitute,  accept,  modify and revoke all type  rights in personam or
     rights in rem, including mortgages.

b)   To grant all kind of acts,  contracts or legal  proceedings with the terms,
     conditions, and clauses that they may think appropriate; to settle and pact
     arbitration;  to take  part in  tenders  and  auctions,  to bid and  accept
     allotments.  To buy,  levy  dispose  and in  general  carry out any type of
     operation in respect of shares, bonds or any type of stock. They could also
     carry  transactions to participate in other  companies,  either as founding
     partners or by subscribing  shares in capital  increases or any other issue
     of stock.

c)   To administer assets and real estate; to declare buildings and plantations,
     surveying,   mark   boundaries,    make   material   divisions,    mortgage
     modifications,  modify and revoke leases and any other  transfer of use and
     occupancy.

d)   To draw, accept, guarantee,  endorse or protest bills of exchange and other
     draft documents.

e)   To  take  up  loans  and  credit,  to  acknowledge  debts  and  credit.  To
     consolidate third party debentures.

f)   To make use of, operate,  open and cancel accounts and deposits in any type
     of financial institution including the Bank of Spain, rest of the banks and
     official   institutes   complying  with  current  legislation  and  banking
     practice.

g)   To  grant  employment   contracts,   transport  and  transfer  of  business
     contracts, to send and collect goods, consignments and postal orders.

h)   To appear before a court, tribunal or public entity under any jurisdiction,
     any  circumstance   and  in  any  type  of  trial  and  proceedings,   even
     arbitration;  to  bring  actions  before  a  court,  including  appeals  or
     annulments, directly or represented by lawyers to whom they will confer the
     appropriate powers.

i)   To manage  the  Company's  commercial  organization  and its  business,  to
     appoint and dismiss employees and representatives.

j)   To grant and sign all type of public and private documents,  to collect any
     amount  of money  from any  public or  private  organization,  signing  the
     relevant documents.

k)   To grant, modify and revoke any kind of proxy.

ARTICLE 19.-  REMUNERATION

The office of director is not remunerated.

                            PART V.- COMPANY ACCOUNTS

ARTICLE 20.- DIRECTOR'S DUTIES

The directors duties are as follows:

To deal with the Company's books as established by law.

To draw up within a maximum period of three months  counting from the end of the
Company's  financial year, 31st December of each year, the balance sheet, profit
and loss  accounts  and the  annual  report;  management  report,  proposals  to
distribute  profits  and,  if  applicable,  the rest of the  relevant  legal and
statuary documents required.

All the  documents  shall be drawn up according to law and under the  director's
responsibility  who will sign them. Should the signature of any of the directors
be  omitted,  it will be so stated  on each of the  documents  from  which it is
omitted, with an specific statement as to the reasons for its omission.

ARTICLE 21.-  ACCOUNTS REVIEW

Following notice of the General Meeting, any shareholder shall be able to obtain
from the  Company  on demand and free of charge,  the  documents  that are to be
submitted for the General Meeting's approval,  and if the case be, the auditor's
report. The notice of meeting must mention this fact.

During this period, the shareholder or shareholders  representing at least 5% of
the share  capital  will have a right to inspect at the  registered  office,  on
their  own  or  together  with  an  experienced  accountant,  the  relevant  and
supporting documents of the annual accounts.

ARTICLE 22.-  ACCOUNTS AUDIT

Even when,  according to law,  the Company is not legally  obliged to submit its
accounts  for  review to an  auditor,  it must be  carried  out if  shareholders
representing  5% of the share capital request it. The auditor's fee must be paid
by the Company.

ARTICLE 23.-  ACCOUNTS APPROVAL AND PROFIT DISTRIBUTION

The General Meeting will have a duty to:

a)   Approve  the  annual  accounts.  The  agreement  will be taken by a validly
     issued  majority  vote,  providing  they  represent at least a third of the
     votes  corresponding  to the  Company's  shares.  Blank  votes  will not be
     counted.

b)   Distribute the profits  between  shareholders in proportion to their shares
     in the Company's share capital.

ARTICLE 24.-  DEPOSIT AND PUBLICATION

Within the month following approval of the annual accounts,  they will be lodged
in the Mercantile  Register  together with the appropriate  certificate from the
directors,  signed  before a  notary,  of the  General  Meeting's  approval  and
distribution of profits agreement, it will also include the annual accounts, the
management report and the auditor's report if applicable.

The deposit of the accounts  will be  published  in the Official  Gazette of the
Mercantile Register.

                PART VI. SEPARATION AND EXCLUSION OF SHAREHOLDERS

ARTICLE 25.-  SEPARATION

The right to disassociate themselves, in cases allowed by law and this Articles,
will correspond to shareholders who have not voted in favour of the agreement of
disassociation or those whose vote was against,  blank or void, as well as those
who did not attend the General Meeting in which the agreement was adopted.

ARTICLE 26.-  EXCLUSION

It will be ruled by law provisions.

                      PART VII.- WINDING UP AND LIQUIDATION

ARTICLE 27.-

The Company will be wound up on the grounds set out by Law.

If the General Meeting does not decide otherwise, the administrators will become
the   liquidators   and  they  shall  act  in  the  same  way  as  they  did  as
administrators,  except  for the Board of  Directors,  in which  case it will be
understood  that all the directors will act jointly as liquidators  and at least
two of them together shall carry out the proceedings.
EX-99 78 b-387.htm CERT OF INCORP ELECDEY CARCELEN, SA CoI Elecdey Carcelen S.A. 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                             Elecdey Carcelen, S.A.

The underdesigned, Cesar Rodriguez,  attorney-at-law,  officiating under Spanish
Bar Association, declares that:

     1.- Elecdey Carcelen, 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 Muela de la Pena  Negra  (Poligono  13),
     Carcelen, Albecete, Spain and having its offices at Calle Maudes 51, Planta
     1, 28003 Madrid,  Spain, and being registered in the Mercantile Register of
     Albacete in Hoja AB-10567, Tomo 712, Folio 120.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the  incorporation  at civil law notary,  officiating in Madrid on 14
     December  2000,  except for . The company can  participate  in,  manage and
     finance these enterprises

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is the construction and subsequent operation,  together with
     the sale of electricity produced by plants using wind resources. The listed
     activities can be developed  directly or indirectly,  totally or partially,
     through  participation  in other  companies  with  analogous  or  identical
     object.

     4.-.  According  to  the  registration  of  the  aforementioned  Mercantile
     Register, the directors of the Company are:

          1.   ELECDEY,  S.L., a Spanish  company  inscribed  in the  Mercantile
               Register of Madrid in Volume  10991,  Folio 146,  Section 8, Page
               M-107715 and provided with Fiscal Identity number B-8040271.

          2.   INVERCARTERA, S.A., a Spanish company inscribed in the Mercantile
               Register of Barcelona in Volume 21.720,  Folio 199, Page B-27.239
               and provided with Fiscal Identity number A-58255688.

          3.   CINERGY RENOVABLES IBERICAS, S.A., a Spanish company inscribed in
               the  Mercantile  Register of Madrid in Volume 412 general,  46 of
               Section 3a, Folio 95, Page  M-116.007  and  provided  with Fiscal
               Identity  number  A-820447,  which company is  represented  by Da
               Maria del Carmen Garcia Arguelles,  of legal age,  Spanish,  with
               professional  domicile in Paseo de la  Castellana  23, 2nd Floor,
               Madrid and provided with National Identity number 10.874.842-M.

          4.   D. Derek John Spencer,  of legal age,  British,  passport  number
               003980793 and Spanish ID number  X-2159330-K,  with  professional
               domicile in Paseo de la Castellana 23, 2nd Floor, Madrid, Spain.

          5.   LA CAIXA  D'ESTALVIS DE CATALUNYA a Spanish entity  provided with
               Fiscal Identity number G08169815

          6.   D. Jose Antonio Gil Quinto, of legal age,  Spanish,  and provided
               with National Identity number 21373095T.

          7.   D. Gabriel Oraa y Moyua, of legal age, Spanish, and provided with
               National Identity number 14170156V.

          8.   D. Jose Sepulcre Coves, of legal age, Spanish,  and provided with
               National Identity number 21964812L.

          9.   D. Cristobal Gonzalez De Aguilar y Alonso Urquijo,  of legal age,
               Spanish, and provided with National Identity number 1397142F

Signed in Madrid on 9 January 2002

                                                   Fdo. Cesar Rodriguez Gonzalez
                                       Oviedo Bar Association (Spain), N(0)3.133
EX-99 79 b-388.htm ART OF ASSOC ELECDEY CARCELEN, SA AoA Elecdey Carcelen, S.A. 
                ARTICLES OF ASSOCIATION OF ELECDEY CARCELEN, S.A.

Article 1

The purpose of these  Articles of Association is to set out the way in which the
mercantile  company  called  ELECDEY  CARCELEN,  S.A.,  constituted  as a public
limited company, will operate.

Article 2

The object of the company  comprises the construction and subsequent  operation,
together with the sale of electricity  produced by plants using wind  resources,
specifically that of Parque Eolico de Carcelen in Carcelen (Albacete).

Article 3

The  registered  office is situated in Carcelen,  Muela de la Pena Negra,  which
will also be the administrative centre of the company.

Article 4

The company may change its  registered  office in accordance  with the following
conditions:

A)   If the company  changes its  registered  address  within the same municipal
     area, a resolution of the Shareholders' General Meeting will not be needed,
     and  therefore  it may be  decided  or  agreed  by the  company's  Board of
     Directors,  in accordance  with the  provisions set out in Articles 149 and
     150 of the Companies  Act, with reference to Article 163 and other relevant
     Articles of the Mercantile Register Regulations.

B)   In complying  with the  provisions  set out in Article 150 of the Companies
     Act regulated by the royal decree law  1564/1989 of 22nd December  which in
     turn is governed by the  Mercantile  Register  Regulations  approved by the
     Royal Decree Law  1784/1996  of 19th July the Board of Directors  will have
     all the necessary  powers to carry out the  procedures for giving notice of
     any proposed move of the registered office to another municipal area.

Article 5

The company is constituted for an indefinite period.

A majority vote of  shareholders in a General Meeting will be sufficient to wind
up the company,  as long as all the statutory and legal  requirements  have been
complied with.

Article 6

The company shall commence  trading on the day that the deed of incorporation is
granted.

                                                  TITLE II

                                               SHARE CAPITAL
Article 7

The share  capital is fixed at 660.000  (Six Hundred and Sixty  Thousand)  Euros
divided into 6.600 (Six Thousand 6 Hundred) ordinary shares, of a single series,
with a nominal value of 100 (One Hundred) each, numbered consecutively from 1 to
6.600, both inclusive.

The share capital is fully subscribed, and paid up.


Article 8

Shares will be  represented  by share  certificates.  The  creation and issue of
multiple share certificates is allowed.

The certificates  will be issued from counterfoil  books and each one will have,
as a minimum,  those details set out in Article 53 of the Companies Act and will
be  signed  by a legal  representative  or  designated  member  of the  Board of
Directors of the company whose signature may be reproduced by mechanical  means,
in  which  case an  authorised  Notary  will  certify  and so  minute  that  the
signatures reproduced mechanically are the same as those signed before him. This
Minute shall be inscribed in the Mercantile Register before the certificates are
circulated.

Article 9

The company shall keep at its registered  office the  Shareholders'  Register in
which will be recorded the  successive  transfers  of shares,  stating the name,
surname,  title or company,  if any,  nationality  and address of the successive
holders,  as well as the levy of transfer charges and other taxes upon them. Any
shareholder that so requests shall be able to examine the Shareholders' Register
at the  registered  office.  The company  will only be able to amend the entries
that it considers  false or  inaccurate  when the  interested  parties have been
notified  of the  company's  intention  to  proceed  in this  way and  have  not
indicated  in  writing  their   disagreement   during  the  30  days   following
notification.

The company shall only recognise as shareholders  those who are recorded in this
Register.

Article 10

The shares are  transferable by any means  recognised in law. In every case, the
provisions of the law as to whether or not the definitive certificates have been
issued and in  accordance  with the  character  of the shares must be taken into
account.

Without  prejudice  to that set out in the previous  paragraph,  the transfer of
shares to third  parties that are not  companies  belonging to the same group as
the shareholder transferring the shares will be subject to the following rules.

The  shareholder who proposes to dispose of all or some of his shares to another
shareholder  or a third  party,  must  advise  the  President  of the  Board  of
Directors  who,  subsequently,  will  advise  the other  members  of the  Board,
attaching a document in which is stated the purchase offer received from a third
party, stating the number of shares,  purchase price and name of purchaser,  and
this information,  within a period of ten calendar days, must be communicated to
each and every one of the other  shareholders  at the address  that is shown for
each  of  them  in the  Shareholders'  Register.  Within  thirty  calendar  days
following the date of the said  communication,  the shareholders may opt for the
acquisition  of the  shares  and if more than one of them  wishes to make use of
this  right,  the said  shares  will be  apportioned  between  them  pro-rata in
accordance with the shares that they hold.

When the above period has ended, the company may opt, within a further period of
twenty  calendar  days  starting  from the end of the previous  period,  between
allowing the projected  disposal or acquisition of the shares for itself, in the
normal legal manner.  If this last period ends without,  either on behalf of the
shareholders  or of the company,  having made use of the  preferential  right of
purchase,  the  shareholder  will be free to dispose of his shares to the person
and in the  conditions  that he advised  to the  management,  provided  that the
disposal  takes  place in the two months  following  the end of the last  period
indicated,  and, if this should not be the case,  the offer process will have to
be repeated.

In any event, if two months have passed since the request for  authorisation  to
transfer was presented and the company has not responded, the said authorisation
by default will be deemed to have been granted.

In exercising  this right of preferential  purchase,  the purchase price will be
that offered by the interested third party. The shareholder that has disposed of
the shares  must vouch for the price  obtained  per share by  delivering  to the
Chairman  of the  Board  a copy  of the  public  document  that  formalises  the
transfer. The transfers carried out other than in accordance with the provisions
of this Article will not be recognised by the company.

Where a shareholder  transferor is being wound up due to a merger situation,  or
when the transfer  arises as a consequence  of the company  being  dissolved for
legal  reasons,  the same  will also be  excluded  from the  provisions  of this
agreement

The transfer of shares are  excluded  from the  provisions  of this Article when
they are made in  favour  of any  company  who has  control  of the  shareholder
holding the share  certificates  being  transferred  or which company is in turn
controlled by the said shareholder or whoever has the controlling interest.

For the purposes of the previous paragraph, it is understood that control exists
when  the  controlling  shareholder  possesses  more  than  50 per  cent  of the
controlled  company or has the  capacity to nominate the majority of the members
which constitute the Board of Directors.

                                    TITLE III

                        MANAGEMENT BODIES OF THE COMPANY

Article 11

The daily  activities  of the company will be regulated  and managed by the duly
convened General Shareholders' Meeting and by the administrative body.

Article 12

The company will be regulated and managed:

a)   by the General Shareholders' Meeting
b)   by the Board of Directors.


                         GENERAL SHAREHOLDERS' MEETING

Article 13

The General Meetings shall be ordinary or  extraordinary,  and shall be convened
by the directors of the company.

Article 14

The Ordinary General Meeting,  previously  convened for this purpose,  must take
place  during  the  first  six  months  of each  year to  review  the  company's
operations,  to approve if appropriate  the Accounts of the previous year and to
decide  upon the  statement  of the  results.  Any other  matter  that may be of
interest  in the  opinion of the Board of  Directors  of the company may also be
included in the Agenda.

Article 15

All meetings that do not fall within the definition in the above Article will be
deemed to be Extraordinary General Meetings.

Article 16

In each case, the  Extraordinary  General Meeting shall be convened by the Board
of Directors of the company, whenever it is deemed to be in the interests of the
company,  or when it is requested by a number of shareholders  representing,  at
least, five per cent of the share capital.

Article 17

The General Meeting is deemed to be convened, and will be validly constituted to
deal with any matter,  whenever  there is present all the paid-up  share capital
and those present  accept  unanimously  that the meeting be held.  This class of
meeting  will be  called an  Extraordinary  General  and  Universal  Meeting  of
shareholders.

Article 18

All  General  Meetings,  except  those  described  in Article 17 above,  must be
convened by a public  announcement  in the  official  Gazette of the  Mercantile
Register,  and in one of the province's newspapers with a high circulation rate,
as well as to those  members  who  possess  at  least  10 per cent of the  share
capital  by means of  written  communication  with  acknowledgement  of  receipt
(registered  letter, fax with  acknowledgement of receipt etc) that will be sent
at least fifteen days before the date fixed for the said meeting.

The  announcement  and the written notice shall state the date of the meeting at
the first  call and all the  matters to be dealt  with;  it may also  state,  if
appropriate,  the date on which the  meeting  will be  reconvened  at the second
calling.

If the meeting is to deal with matters relating to the merger or sub-division of
the company,  the special  periods of notice  indicated in law for these matters
must be taken into account.

Article 19

The  General  Meeting,  whether  Ordinary  or  Extraordinary,  will  be  validly
constituted  at the first calling when the  shareholders  present or represented
possess at least seventy five per cent of the subscribed  share capital with the
right to vote.

At the second  calling the meeting  will be validly  constituted  when there are
present at the said  meeting  at least  fifty per cent of the  subscribed  share
capital with the right to vote.

Article 20

In order for the Ordinary or  Extraordinary  General  Meeting to validly resolve
the  issue  of   debentures,   the   increase  or   decrease  of  capital,   the
transformation,  merger or sub-division of the company or any other modification
to the Articles of Association,  the said meeting will need at the first calling
the approval of the assembled shareholders,  present or represented, who possess
at least eighty five per cent of the subscribed  share capital with the right to
vote.

At the second calling the approval of two-thirds of the subscribed share capital
will be required.

Article 21

The  holders of shares  whose  shareholding  is  recorded  in the  Shareholders'
Register five days prior to the proposed meeting date, and the holders of shares
that have demonstrated by means of a public document their purchase from someone
who appears in the Register as a shareholder, are able to attend the meeting. It
is  understood in the latter  instance  that the public  document will include a
request to the Board of Directors  for the said  shareholding  to be recorded in
the Register.

All  shareholders  with the right to attend the convened General Meetings may be
represented  by  another  person  who  may  not  be  a  shareholder,   the  said
representation  being in  accordance  with the  provisions of Article 106 of the
Public Companies Act.

Attendance  in  person  at the  meeting  by the  shareholder  revokes  any other
representation previously granted.

Article 22

The  Chairman and  Secretary  of the Board of Directors  will act as such at the
meetings.

The Chairman may authorise the attendance at the meetings of any person he deems
appropriate.  Only a decision or  agreement  of the majority of the meeting will
invalidate the said decision.

The  shareholders  may request in  writing,  prior to the  Meeting,  or verbally
during  it, any  report or  information  they deem  appropriate  concerning  the
matters  comprising  the agenda.  The directors  shall be obliged to provide the
same,  except in those  cases  where,  in the  judgement  of the  Chairman,  the
publicity of the requested  data would  prejudice the company's  interests,  but
without  prejudice to the  exception  set out in Article  112.2 of the Companies
Act.

The  Minutes  of the  Meeting  may be  approved  by the  Meeting  itself  at its
conclusion,  failing which,  within a period of fifteen days by the Chairman and
two referees,  one  representing  the majority and the other the  minority.  The
Minutes,  approved by whichever of the aforementioned  means will have executive
force from the date of their approval.

The  Chairman or the  Secretary  may  require  the  presence of a Notary for the
purpose of drawing up the Minutes of the  Meeting,  and will be obliged to carry
out this requirement whenever, five days prior to that fixed for the Meeting, it
is requested by  shareholders  that represent at least one per cent of the share
capital.  Once  notarised,  the Minutes will be considered as the Minutes of the
Meeting.

In the General Meetings the resolutions will be adopted by a majority, except in
those matters for which the legal or statutory  provisions  require a reinforced
majority.

A reinforced majority of 81% of the share capital is required for:

...    Changing the Company's Object
o    Agreement to carry out activities different to the company's object, and to
     carry out acts or operations outside the ordinary course of business
o    Any agreement to modify this Articles of Association
o    The transformation,  merger, subdivision,  winding up or liquidation of the
     company
o    Increase or reduction in share capital,  once the necessary  resources have
     been  paid up for the  commissioning  of the  wind  farm  which is the main
     object of the company
o    The issue of bonds (which may be convertible into shares),  Warrants or any
     other means that will give the right to subscribe or purchase,  directly or
     indirectly, company shares
o    The  purchase,  transfer or  constitution  of  encumbrance  on assets of an
     onerous  kind,  not related to the company's  activities,  when their value
     exceeds a tenth of the company's share capital
o    The sale or purchase of own shares
o    The  appointment and dismissal of members of the Board of Directors and the
     increase or reduction of the number of members of the Board
o    The decision not to  distribute  dividends  when legally and  contractually
     possible

THE BOARD OF DIRECTORS

Article 23

The Board of Directors is responsible for  representing the company in legal and
other matters.

Article 24

The Board of Directors, as the body that represents the company, will comprise a
minimum of five directors and a maximum of 12.

Article 25

A member  of the  Board of  Directors  must be  appointed  by the  Shareholders'
General  Meeting for a period of five years,  and may be re-elected  one or more
times  for  periods  of the same  maximum  duration,  without  prejudice  to the
provisions  relating to the removal of a director  set out in Article 131 of the
Companies Act.

A member of the Board of Directors need not be a shareholder of the company.

The  office of  director  will not be  remunerated,  nevertheless  there will be
established,  to cover  expenses,  the right to receive an  allowance  paid on a
daily basis to each director  which amount will be fixed annually by the General
Meeting.

Those persons that infringe the rules of incompatibility that are set out in law
12/1995 of 11th May and other similar and  complementary  provisions  may not be
members  of the Board of  Directors  of the  company.  In such  event,  the said
directors  shall be removed  immediately,  at the  request  of any  shareholder,
without  prejudice  to the  liabilities  which they may incur for their  illegal
conduct, in accordance with Article 133 of the Companies Act.

If during  the  period  for which  they are  appointed  members  of the Board of
Directors a vacancy should arise,  the Board, in accordance with that set out in
Article 138 of the  Companies  Act, may delegate the person or persons to occupy
the office of director until the next meeting of the General Meeting.

Article 26

The Board of Directors will meet whenever  requested by one of its members or by
its Chairman.  Each meeting shall be convened through written communication with
acknowledgement  of receipt  (registered  letter,  fax with  acknowledgement  of
receipt) sent to each director,  at least,  seven days before the date fixed for
the meeting.  The said notice shall  include the Agenda for the said meeting and
any documentation relating thereto.

The  Board of  Directors  shall be deemed  validly  constituted  when  there are
present or  represented  at the meeting,  one half plus one of its members.  The
resolutions will be adopted by an absolute  majority of the directors present at
the meeting that has been  convened by the  Chairman or whoever  carries out his
function.  Voting in writing and without  meeting  will only be allowed  when no
director opposes this procedure.  The discussions and subsequent  resolutions of
the Board will be entered into a Minute Book that will be signed by the Chairman
and the Secretary.

The Board of Directors will appoint the Chairman and  Secretary.  In addition it
may  appoint,   should  it  be  considered  necessary,  a  Vice-Chairman  and  a
Vice-Secretary,  always  providing  that  the  General  Meeting  at the  time of
appointing the director has not already made these  appointments.  The Secretary
and if appropriate the Vice-Secretary,  may or may not be directors,  and in the
case they will have a voice but no vote.  The  secretary  will be  empowered  to
certify and register all classes of company resolutions.

The Board could validly adopt written  agreements  without a meeting provided no
director is against it

Article 27

The Board of Directors will have all the powers and  attributes  that by law are
not reserved exclusively for the General Meeting.

The  following  list,  which  sets  out the  powers  ascribed  to the  Board  of
Directors,  is meant  neither  to be  exhaustive  nor to  replace  those  powers
conferred on it by law:

o    To manage the assets of the company,  of any class,  to pursue and conclude
     any type of action  against  any person or body or  organism  of the State,
     autonomous  community,  province or municipality,  as well as international
     organisations, of the European Community or other, before tribunals, courts
     and  authorities  of  whatever  class  and  hierarchy,  and to act as legal
     representative of the company.

o    To receive and pay amounts that are due the company for  whatever  title or
     cause, including payment warrants from the state,  autonomous  communities,
     province or  municipality,  in  whichever  of its  offices,  including  tax
     offices, signing the receipts and documents that may be required.

o    To  represent  the  company  in any type of  contract  or  operation,  with
     specific powers to buy, sell, promote,  cede, or lease; to lease industrial
     equipment  and  machinery or to lease out those owned by the company and in
     general to carry out, in relation to the assets of the company, all type of
     acts and contracts of management and ownership.

o    To contract loans from any person or entity including the Banco Hipotecario
     de Espana, Banco Industrial, savings bank or any similar institution taking
     on secondary responsibility to guarantee the capital, it could freely agree
     all type of personal or on rem  guarantees and cancel charges over non real
     state company assets.

o    To  sign,  endorse,  negotiate,  accept,  collect,  pay and  note  bills of
     exchange,  cheques  and  other  credit  and  transfer  documents;  to open,
     maintain and cancel current  accounts,  of cash or credit,  with or without
     guarantees of cash or other assets required for carrying out the operations
     of  the  company;  to  constitute,  cancel  and  withdraw  provisional  and
     definitive  bonds, as well as deposits of any type or nature,  all of which
     in whatever bank, savings bank or similar  institution,  including the Bank
     of Spain and its branches.

o    To hire and dismiss personnel, fixing their salary and other emoluments; to
     draw up  documents  for labour  disputes  before  employment  tribunals  or
     whatever  other entity or  organisation,  with  specific  powers to resolve
     legal disputes and ratify all those actions that may be necessary.

o    To take part in whatever  type of auctions and tenders that may be convened
     by  individuals  or  organisations  or  branches  of the State,  autonomous
     communities, provinces, municipalities or any other.

o    To  resolve,  transfer,  commit,  initiate,   maintain  and  terminate  the
     documents,  business  or  management  that may be in the  interests  of the
     company, and carry out any action deemed appropriate for the company.

o    To grant and revoke powers of any type,  including  those of litigation and
     defence,  with  ordinary  and  extraordinary  powers  that  are  considered
     appropriate, as well as appealing against verdicts, without any limitation.

o    To grant and  sign,  with  regard  to  everything  referred  to above,  the
     necessary or appropriate  public and private  documents,  agreeing  clauses
     within them, without any limitation.

An absolute  majority of the directors  present at a meeting is required to make
decisions.

Without prejudice to that set out in the previous Article, the following matters
will  require a favourable  vote of a number of members  equal to the total less
two:

     -    Approval and modification of the annual budgets
     -    Any issue of guarantees and constitution of charges over the company's
          assets
     -    drawing accounts and proposals for the application of results

The  following  matters will  require a  favourable  vote of the total amount of
members of the Board less one:

o    Any substantial modification to the Business Plan and the drawing up and/or
     approval of the Investment Plan.
o    To enter into any type of contracts or operation that require  disbursement
     not  contemplated  in the Business Plan,  Investment Plan or Annual Budget,
     except for expenses  strictly  necessary and urgent for repairs that do not
     exceed  (30.000  Euros per  year)  that  could be agreed by the  reinforced
     majority  mentioned  above of all the  members of the Board less two, or if
     the case be, and always subject to ratification,  by the Managing  Director
     or the Chairman of the company.
o    To  appoint,  replace or dismiss the  Managing  Director  and his  relevant
     functions
o    To grant or revoke powers on the company's administrators
o    To participate in the share capital of any company
o    The appointment of directors
o    The transactions  between any shareholder or any  shareholder's  affiliated
     business.
The Board of Directors  (except by unanimous  agreement of its members) may only
delegate  its  powers in  respect  of any  matter  that  requires  a  Reinforced
Majority.

                                    Title IV

                                  Company year

Article 28

The company year will coincide with the calendar  year, and will close each year
on 31st December.

As an  exception,  the first  company year will close on the date  indicated and
will begin on the date on which the company  starts to trade,  as  determined in
accordance with that stated by the law or these Articles of Association.

Article 29

The Board of Directors,  within a maximum  period of three months  starting from
the closing date of the  company's  year,  is obliged to draw up a report on its
management,  the  Annual  Accounts  and  the  proposal  for  the  statement  and
distributions of profits, if any, to the shareholders.

The Annual Accounts will comprise the balance sheet, profit and loss account and
the notes thereto. These documents, together with the management report, will be
drawn up with the  precision  and  clarity  that the law  requires,  and must be
signed by all the  directors of the company.  Should the signature of any of the
directors be omitted,  it will be so stated on each of the documents  from which
it is omitted, with a specific statement as to the reason for its omission.

The General  Meeting  will adopt the Annual  Accounts.  Following  notice of the
General  Meeting,  any  shareholder  will be able to  obtain  from the  company,
immediately  and at no charge,  the  documents  that must be  submitted  for the
approval of the  meeting,  and the report of the  auditors,  if any.  The notice
convening the meeting must specifically state this right.

Article 30

The General  Meeting will  determine the statement of the results of the year in
accordance with the adopted balance sheet.

                                     Title V

                           Winding up and liquidation
Article 31

The  company  will be wound up for  reasons  set out by law. In the event of the
company being wound up, its liquidation  will become the  responsibility  of the
Board of Directors who,  acting as  liquidators,  will carry out the liquidation
and  division  in  accordance  with that  which has been  agreed by the  General
Meeting concerning this matter, and the current legal and statutory provisions.

The number of liquidators  must always be uneven,  therefore,  in the event that
the number of members of the Board of  Directors  be even,  the General  Meeting
that  determines  the winding up and  liquidation  will appoint,  by a majority,
another person as liquidator, so that the total number of them becomes uneven.

Proposals for the merger or  sub-division of the company are excluded and deemed
exempt from the liquidation process.

Article 32

In accordance  with the  provisions of the law, once all the creditors have been
paid and the amount of their claims against the company  extinguished and having
appropriately  covered those not due, the company's remaining net assets will be
divided  between the  shareholders  in  proportion to the value of their nominal
shareholdings.  If all the shares have not been paid up in the same  proportion,
it will be distributed as set out in Article 277 of the Companies Act.

                                    TITLE VII

                             APPLICATION OF THE LAW

Article 33

All matters  that are not  provided for in these  Articles of  Association  will
require the observance and application of the provisions of the law regulated by
the Companies Act, 19/1989 of 25th July and complementary legislation.
EX-99 80 b-389.htm CERT OF INCORP ENREGA, SL CoI Enrega 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                                  ENREGA, S.L.

The undersigned, Cesar Rodriguez, attorney-at-law, officiating under Spanish Bar
Association, declares that:

     1.- Enrega,  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 Mourentans,  Viceso, Brion, Coruna, Galicia, Spain
     and having its offices at Paseo Castellana 23, 2(degree), CP 28046, Madrid,
     Spain,  and being  registered in the Mercantile  Register of Coruna on Page
     C-27.655.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the  incorporation  at civil law notary,  officiating  in Alcobendas,
     Madrid on 5 November 2001.

     3.- According to those Articles of Association of the Company,  the purpose
     of  the  Company  is to  operate  on the  electricity  market  in  all  its
     processes,   from  production  and   co-generation   to  sale  and  use  of
     electricity,  using all types of supply,  including wind power,  and taking
     any  necessary or  supplementary  action for the purpose,  complying at all
     times with current  legislation  in the trading  area;  to purchase,  lease
     concessions  for the running of  business  as well as granting  concessions
     themselves;  to research,  develop and use new  technology;  and to manage,
     develop and operate real estate.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  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,  2(degree),
               Madrid;
          2.   Maria del Carmen Garcia Arguelles,  adult of age,  Spanish,  with
               domicile in Paseo de la Castellana,  23, 2(0), Madrid and Spanish
               ID number 10.874.842-M;
          3.   Cesar  Rodriguez  Gonzalez,  of legal age,  Spanish,  residing at
               Paseo de la Castellana  23,  2(degree),  Madrid and provided with
               National Identity number 52.611.658-D;
          4.   Fernando Molina Martinez, adult of age, Spanish, with domicile in
               19 Calle Navarra,  Agustin de Guadalix,  Madrid and provided with
               National Identity number 35.258.584-K;
          5.   Braulio Molina Martinez,  adult of age, Spanish, with domicile in
               Calle Eduardo Pondal 82, 2(degree)E, Pontevedra and provided with
               National Identity number 35.322.365.-T;
          6.   Francisco Javier  Lajusticia  Villabona,  adult of age,  Spanish,
               with  domicile in Calle Costa Rica 15,  Madrid and provided  with
               National Identity number 17.842.152-V.


Signed in Madrid on 23 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 81 b-390.htm ART OF ASSOC ENREGA, SL AoA Enrega 
                ARTICLES OF ASSOCIATION OF THE MERCANTILE COMPANY
                                  ENREGA, S.L.


                    PART I - NAME, DURATION, ADDRESS, OBJECT

ARTICLE 1 - NAME
- ----------------

A Limited Liability Company to be known as ENREGA, SL is hereby set up, governed
by these Articles,  and, where no provision is contained therein, by the Limited
Liability Company Act, the Companies  Register  Regulations and other applicable
provisions.

ARTICLE 2 - LIFE OF THE COMPANY
- -------------------------------

The Company is set up for an  unrestricted  period.  The company shall  commence
trading on the date of execution of its incorporation documents.

ARTICLE 3 - REGISTERED OFFICE
- -----------------------------

The Company's  registered office is in Mourentans,  parroquia de Viceso,  Brion,
Coruna,  Galicia. The Company may set up branches,  agencies or offices in Spain
or abroad, upon resolution of the Administrative Body, which may also resolve to
move the  registered  office within the said  municipal  boundaries  and to move
branches, agencies or offices.

ARTICLE 4 - OBJECT
- ------------------

The object of the Company is:

(a)  To operate on the electricity market in all its processes,  from production
     and  co-generation  to sale  and use of  electricity,  using  all  types of
     supply,  including  wind power,  and taking any necessary or  supplementary
     action for the purpose,  complying at all times with current legislation in
     the  trading  area.  To  purchase,  lease  concessions  for the  running of
     business as well as granting concessions themselves.

(b)  Research, development and use of new technology.

(c)  Real estate management, development and operation.

The Company may carry out the activities listed directly or indirectly, in whole
or in part,  through  shareholdings  in other companies with the same or similar
objects.


                     PART II - REGISTERED CAPITAL AND SHARES

ARTICLE 5 - REGISTERED CAPITAL
- ------------------------------

The  registered  capital is THREE  THOUSAND AND FIFTY  EUROS,  divided into FIVE
THOUSAND SHARES, cumulative and indivisible,  numbered from ONE to FIVE THOUSAND
inclusive,  with a par  value  of 0.61  Euros  each.  Shares  forming  the  said
registered capital are fully subscribed and paid up.

ARTICLE 6 - SHARE OPTION
- ------------------------

In capital increases where new shares are created,  each shareholder may acquire
a number of shares proportionate to the par value of his current holding.

The option shall be exercised  within the period set when  adopting the increase
resolution,  which may not be less than one month from  publication of the offer
of the new shares for sale in the Official Bulletin of the Companies Register.

The  Administrative  Body may replace  publication  of the notice by a letter to
each  shareholder,  and the deadline for acquisition of the new shares shall run
from despatch of the said letter.

                            PART III - COMPANY SHARES

ARTICLE 7 - COMPANY SHARE SYSTEM
- --------------------------------

Shares may be transferred by all lawful methods,  but shall always be officially
registered.   The   foregoing    notwithstanding,    transfer   of   shares   to
non-shareholders is subject to the following rules:

1.   The  shareholder  wishing to  transfer  all or part of his shares  shall so
     state in a registered letter with receipt,  which may be preceded by a fax,
     to the Administrative Body, stating the number of shares which he wishes to
     sell, the name and personal details of the initially selected purchaser and
     the sale price.

2.   Transfer  shall be subject to Company  approval.  The  Administrative  Body
     shall convene a  Shareholders'  General  Meeting for the purpose to be held
     within a maximum of 45 days,  to resolve as to consent to the  transfer  of
     shares to non-shareholders.

3.   Shareholders  wishing to purchase shall so state within 30 days of the date
     of receipt of notice from the Administrative Body by registered letter with
     receipt,  or by fax to the  Administrative  Body,  which shall  communicate
     these replies immediately to the seller.

4.   If more than one shareholder is interested in purchasing the shares offered
     for sale,  allocation  between them shall be proportionate to the number of
     shares held by each.

5.   If shareholders  wishing to purchase the shares offered  disagree as to the
     price initially set by the seller, the final sale price of the shares shall
     be set by the Company auditor or, where appropriate,  the Auditor appointed
     by the  Companies  Register for the  Company's  registered  office,  at the
     request of an  interested  party,  in  compliance  with the  provisions  of
     Article 29 d. of the Limited Liability Companies Act.

6.   If shareholders do not wish to purchase all the shares offered,  the seller
     may proceed with the sale of shares under the agreed  conditions and within
     a  maximum  period  of  thirty  calendar  days  from the date on which  the
     Administrative  Body  informed him of the negative  reply of the  remaining
     shareholders.  Otherwise his right to carry out the proposed transfer shall
     lapse and, to put it into effect, he shall recommence the procedure set out
     in this article.

7.   The  proposed   transfer   system  under  this  article  shall  apply  when
     acquisition   of  shares  has  arisen  as  a  consequence  of  judicial  or
     administrative enforcement proceedings.

8.   Restrictions provided in the article shall not apply to acquisition through
     inheritance,  provided that those  acquiring them can prove their status as
     legal heirs of the deceased shareholder. In other cases of acquisition as a
     result of death  the  transfer  system  set out in the  previous  paragraph
     hereof shall apply.

ARTICLE 8 - CORRESPONDENCE AND SHARE REGISTER
- ---------------------------------------------

The Company  shall keep a Share  Register  containing  the  personal  details of
shareholders,  shares held and any changes arising.  Any shareholder may consult
the Share Register,  which shall be kept by and under the  responsibility of the
Administrative Body.  Shareholders may obtain a certification of their shares as
they appear in the Share Register.


             PART IV - GOVERNMENT AND ADMINISTRATION OF THE COMPANY

ARTICLE 9 - COMPANY BODIES
- --------------------------

The Company bodies are the General Meeting,  which is the supreme  authority and
at which a majority  vote is taken in matters  within its  jurisdiction,  and an
Administrative    Body   responsible   for   management,    administration   and
representation of the Company,  with powers vested in it under the law and these
Articles.

                        CHAPTER ONE - THE GENERAL MEETING

ARTICLE 10
- ----------

The  General  Meeting is the supreme  body of the  Company and its duly  adopted
Resolutions  shall  be  binding  upon  all  shareholders,  including  absentees,
abstainers and dissidents.

ARTICLE 11 - CALLING
- --------------------

The  General  Meeting  shall be convened by the  Administrative  Body.  At least
fifteen  days shall  elapse  between  calling a General  Meeting and its planned
date.  The calling  notice shall be sent out in  duplicate  to all  shareholders
appearing the Share Register,  to the address  appearing  therein,  and one copy
shall be returned signed by the addressee.  If he refuses to sign the duplicate,
the  calling  notice  shall be served  upon him  through a notary at the address
given. The calling notice shall state the company name,  venue, date and time of
the meeting, agenda and person or persons sending it out.

ARTICLE 12
- ----------

The Administrative Body shall call a General Meeting as and when it sees fit and
at the  request  of a number  of  shareholders  representing  at least 5% of the
company capital. In the latter case the meeting shall be called within the month
following the date on which notice was served through notarial channels upon the
Administrative  Body.  If the meeting is not called as provided in the  previous
paragraph, shareholders may appeal to the Judge of First Instance of the area in
which the Company is situated,  to call the meeting and appoint the Chairman and
Secretary of the Meeting to be held.

ARTICLE 13
- ----------

A General  Meeting  shall be held at least  once  during the first six months of
each financial year to approve company management and, if appropriate, adopt the
accounts  for the  previous  financial  year and  resolve  as to  allocation  of
results.  The  Meeting may  discuss  and agree upon any matter  submitted  to it
provided always that it is validly  constituted and within its statutory powers,
taking into account the matter to be discussed.

ARTICLE 14 - ADOPTION OF RESOLUTIONS
- ------------------------------------

Company  Resolutions shall adopted by majority vote validly cast provided always
that it represents at least 35% of the voting capital.  However,  Resolutions on
authorisation  of  share  transfer  to  non-shareholders,  capital  increase  or
decrease, waiver of option rights in capital increases, changes in the method of
organising  the  Company  administration  within the  limits of these  Articles,
restructuring,  merger, demerger, expansion or winding up of the Company and, in
general,  any amendment of the Articles of  Association,  the favourable vote of
shareholders  representing  over 70% of the  voting  capital  is  required.  The
Meeting  shall be  quorate  if  attended  by a number of  shareholders  enabling
resolutions  to be  adopted  by the  majority  required  for  the  matter  to be
discussed.

ARTICLE 15 - ATTENDANCE AT GENERAL MEETINGS
- -------------------------------------------

All  shareholders may attend General  Meetings.  The  Administrative  Body shall
attend General Meetings. They may be attended by Directors, Managers, Attorneys,
Technical  Advisers  and any  other  person  who  the  Chairman  of the  Meeting
considers  should  attend the Meeting in the interest of the correct  running of
Company  affairs.  The  Chairman of the Meeting  may,  in  principle,  allow the
attendance of whomsoever he wishes. The Meeting may revoke such authorisation.

ARTICLE 16 - UNIVERSAL MEETING
- ------------------------------

A General Meeting shall be validly  constituted to discuss any business  without
prior  notice  provided  always  that the total  company  capital  is present or
represented  and those present agree  unanimously to hold the Meeting and on its
Agenda. A Universal Meeting may be held anywhere in national territory.

ARTICLE 17 - ORGANISATION OF THE MEETING
- ----------------------------------------

General Meetings shall be held in the area of the Company's  registered  office,
agency  or  branch.   Plenary   Meetings  may  be  held  wherever   shareholders
representing the entire Company capital are present.

The Meeting shall be chaired by a member of the  Administrative  Body elected by
shareholders  present,  except when the Administrative  Body of the Company is a
Board,  in which case its  Chairman  shall chair the Meeting or, in his absence,
its  Vice-Chairman.  If neither of the  aforementioned  are present,  the person
elected on each occasion by the majority of shareholders  present at the Meeting
shall chair it.

A member  of the  Administrative  Body  specially  elected  for the  purpose  by
Shareholders  present shall act as Secretary unless the  administrative  Body of
the Company is a Board,  in which case the  Secretary  of the Board shall act as
Secretary of the Meeting or, in his absence, the Deputy Secretary. If neither of
the aforementioned are present the person elected on each occasion by a majority
of the shareholders present at the meeting shall act as Secretary.  The Chairman
of the Meeting shall direct the  proceedings,  give order for the speakers,  and
determine the duration of successive contributions.

ARTICLE 18 -  MINUTES AND CERTIFICATION OF GENERAL MEETINGS
- -----------------------------------------------------------

Minutes  of each  General  Meeting  shall be  entered  in the Book  kept for the
purpose,  together  with any  resolution  adopted and signed by the Chairman and
Secretary.  The  Minutes  may be  approved  by the  General  Meeting  itself or,
otherwise, within 15 days by the Chairman and the scrutinisers, one representing
the majority and the other the minority.  Resolutions of General Meetings may be
produced whenever necessary by certification under current legislation.

Public  registration of resolutions  both of the Meeting and the  Administrative
Body shall be carried out by  authorised  persons.  Any  director may also do so
without special appointment.

             CHAPTER TWO: THE ADMINISTRATIVE BODY AND REPRESENTATION

ARTICLE 19 - THE ADMINISTRATIVE BODY AND ITS COMPOSITION
- --------------------------------------------------------

Company  administration  may be entrusted to a Sole  Director,  to two directors
acting in  association  or jointly and severally or to a Board of Directors,  at
the  discretion  of  the  General  Meeting  without  amending  the  Articles  of
Association.

If the General Meetings opts for the Board, it shall comprise a minimum of three
and a maximum  of seven  Directors.  Appointment  of such  persons,  who must be
shareholders,  is the province of the General Meeting.  Appointment of Directors
shall take effect as of their acceptance.

Board  Meetings  shall be called  by the  Chairman  when he sees fit,  or at the
request of a least two  Directors,  who shall request a Meeting in writing or by
fax, with five days notice,  stating the matters to be discussed. A period of at
least fifteen days must elapse  between the date of the calling  notice and that
of the meeting. The calling notice shall include the Agenda,  stating matters to
be discussed and enclosing copy of any document to be tabled or submitted to the
Board for approval.

The Board  shall be  considered  quorate  when the  majority  of its members are
present or represented  by a proxy.  Proxies shall be appointed by letter to the
Chairman. Resolutions shall be adopted by the absolute majority of those present
at the Meeting.

Permanent  delegation  of some or all of its powers which may be so delegated to
an Executive  Committee or various  appointed  directors and the  appointment of
administrators  to assume such office shall require the  favourable  vote of two
thirds of the members of the Board and shall not take  effect  until it has been
registered in the Companies Register.

A ballot without a meeting shall be valid provided that it is not opposed by any
director.  Discussions and Resolutions of the Board shall be entered in a Minute
Book and signed by the Chairman and Secretary.

The Board shall elect from among its members a Chairman, Secretary and up to two
Deputy  Secretaries.  The  Secretary  and the  Deputy  Secretaries  need  not be
directors, in which case they may speak but not vote.

The  Administrative  Body,  in  whatever  form,  shall  direct,  administer  and
represent  the  Company  within the  confines of its  object,  and may  discuss,
resolve  and operate  completely  freely in all  matters  not  reserved  for the
General  Meeting  under  the Law or these  Articles,  without  prejudice  to the
appointment of any person by the Administration itself.

ARTICLE 20 - TERM OF OFFICE
- ---------------------------

Directors' terms of office are unrestricted. Votes representing over one half of
the Company capital will be required to remove a director from office.

Persons precluded under Act 12/1995 of 11 May or other statutorily  disqualified
persons may not hold office as Directors.

ARTICLE 21 - REMUNERATION OF DIRECTORS
- --------------------------------------

The office of Director is not remunerated.

              SECTION IV - BALANCE SHEET AND DISTRIBUTION OF PROFIT

ARTICLE 22
- ----------

The  financial  year shall  commence on 1 January and end on 31 December of each
year.  Exceptionally,  the first year shall commence on the date of registration
of the Company.

ARTICLE  23
- -----------

The Administrative  Body, as provided in the Limited Liability Companies Act and
other applicable commercial legislation, shall prepare annual accounts, a report
on  administration  and propose the allocation of results and, where  necessary,
consolidated  accounts and reports for submission to the General  Meeting,  when
they have been checked and reviewed by the Auditors.

ARTICLE 24
- ----------

Any  shareholder has a right to examine the annual accounts within 15 days prior
to a General  Meeting  held to discuss  them,  he can do this for  himself or by
employing an expert to do so, checking all the relevant original  documents that
make up the annual accounts without time restriction.

ARTICLE  25
- -----------

The Company's liquid profits shall be distributed as follows, in accordance with
the approved balance sheet.

(a)  The  necessary  sum to  cover  statutory  requirements  or  those  of these
     Articles.

(b)  The  remainder of the profits  shall be  distributed  each year between the
     shareholders  unless such distribution is outvoted by 85% of the registered
     capital.

                     SECTION VI - WINDING UP AND LIQUIDATION

ARTICLE 26 - WINDING UP
- -----------------------

The Company  may be wound up on the  grounds  set out in the  Limited  Liability
Companies  Act. The General  Meeting may be duly  convened at any time decide to
wind up and liquidate the Company.

ARTICLE 27 - LIQUIDATORS
- ------------------------

The General  Meeting  which  agrees on the winding up of the Company  shall also
appoint  liquidators who may be former members of the  Administrative  Body. The
number of  liquidators  shall always be uneven.  If the Meeting  resolves on the
appointment of the former Directors as liquidators and their number is even, the
General Meeting shall decide which Director will not be appointed as liquidator.

ARTICLE 28 - LIQUIDATION PROCEDURE
- ----------------------------------

Liquidation of the Company shall comply with statutory regulations and any other
which are additional but not contradictory thereto agreed by the General Meeting
in which the resolution to wind up the Company was taken.

ARTICLE 29 - ARBITRATION
- ------------------------

Any doubt,  query or dispute  arising in the  interpretation  or  application of
these  Articles  between  shareholder  among  themselves  or with the Company or
Company bodies, except where otherwise provided by law, shall be resolved in the
area of the  registered  office,  by  arbitrators  appointed  as provided in the
current  Private  Arbitration  Act,  and all  shareholders,  the Company and its
bodies shall be bound by the arbitration ruling.
EX-99 82 b-391.htm CERT OF INCORP PROCRISA SERVICIOS, SL Procrisa Servicios 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                            PROCRISA SERVICIOS, S.L.

The underdesigned, Cesar Rodriguez,  attorney-at-law,  officiating under Spanish
Bar Association, declares that:

     1.- Procrisa Servicios, 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 Calle Santa Susana 3,  Oviedo,  Spain and
     having its offices at Pico Gallo Wind Farm,  Tineo,  Asturias,  Spain,  and
     being registered in the Mercantile Register of Asturias on Page AS-26.293.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of Association of the Company have not been amended
     since the  incorporation  at civil law notary,  officiating in Oviedo on 21
     December 2001.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is the  prospecting,  promotion,  management,  exploitation,
     operation,   maintenance  and  representation  of  all  types  of  business
     transactions relating to plant dedicated to the generating and marketing of
     electricity.  These  activities  can be carried out directly or indirectly,
     totally  or  partially,  through  participation  in  other  companies  with
     analogous or identical object.

     4.- The company can participate in, manage and finance these enterprises.

     5.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register, the directors of the Company are:

          1. Maria del Carmen  Garcia  Arguelles,  adult of age,  Spanish,  with
          domicile in Paseo de la  Castellana,  23, 2(0),  Madrid and Spanish ID
          number 10.874.842-M;
          3. Sergio Robles Fernandez,  adult of age,  Spanish,  with domicile in
          Calle Santa Susana 3, Oviedo and Spanish I.D number 10.891.261-W.



Signed in Madrid on 19 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 83 b-392.htm ART OF ASSOC PROCRISA SERVICIOS, SL Procrisa Servicios 
Articles of Association of the Company PROCRISA SERVICIOS, S.L.


PART I: NAME, PERIOD, DOMICILE AND OBJECTS

Article 1. NAME

     A limited  liability  company is set up under the name PROCRISA  SERVICIOS,
S.L.,  which shall be governed by these  Articles and, with regard to everything
not  provided  for herein,  by the  provisions  of the law on limited  liability
companies,  by the  rules  of  the  Commercial  Register  and  other  provisions
applicable.

Article 2. COMPANY PERIOD

     The Company  shall be set up for an  indefinite  period.  The Company shall
commence trading on the date of execution of the incorporation papers.

Article 3. COMPANY DOMICILE

     The Company shall be domiciled at calle Santa Susana, 3, 1(0),  Oviedo. The
Company may set up branches,  agencies or representative  offices, both in Spain
and abroad,  on the  consent of the  governing  body,  which shall also give its
consent to the  transfer  of the  Company  domicile  within  the same  municipal
district and transfer of the branches, agencies or representative offices.

Article 4. COMPANY OBJECTS

     The Company objects shall comprise the following:

1.- The prospecting, promotion, management, exploitation, operation, maintenance
and  representation  of all kinds of business relating to plant dedicated to the
generation of electricity and the marketing of electricity.

2.- The  activities  included  in the Company  objects  that  legally  require a
professional  qualification,  administrative  authorization  or entry in  public
registers may only be conducted by persons holding such authorization and, where
appropriate,  may not commence prior to obtaining the relevant  authorization or
entry.

3.- The  activities  comprising  the  Company  objects may be  conducted  by the
Company  totally  or  partially,  directly  or  indirectly,  in any of the forms
permitted by law and, in particular, by holding shares or interests in companies
with identical or similar objects.

PART II: SHARE CAPITAL AND HOLDINGS

Article 5. SHARE CAPITAL

     The share capital amounts to FOUR THOUSAND EUROS,  and is divided into FOUR
THOUSAND equal HOLDINGS,  that may be accumulated and are indivisible,  numbered
from ONE to FOUR THOUSAND inclusive,  with a nominal value of ONE EURO each. The
holdings forming the share capital are fully subscribed and paid up.

Article 6. PREFERENTIAL RIGHT

     In the event of increases in share capital with the creation of new Company
holdings,  each  partner  shall be  entitled  to  acquire a number  of  holdings
proportional  to the nominal  value of those he holds.  The  preferential  right
shall be  exercised  within the period fixed on agreeing to such  increase,  but
shall not be less  than one month  following  publication  of the  notice of the
offer to subscribe for new holdings in the Official  Bulletin of the  Commercial
Registry.  The governing body may  substitute  the  publication of the notice by
written  notification  sent to each partner,  the period for subscribing for the
new holdings being calculated following dispatch of the notification.

PART III: COMPANY HOLDINGS

Article 7. RULES ON COMPANY HOLDINGS

1. The voluntary  transfer of Company  holdings  between living persons shall be
subject to the rules laid down below:

     Holdings may be transferred  freely between living partners,  and in favour
     of  companies  belonging  to the  same  group  as the  transferring  party,
     provided  such  transfer is notified to the rest of the  partners  within a
     period of 14 days thereof.

     Partners shall hold a preferential right to purchase the remaining holdings
     transferred  voluntarily  between living persons.  If several  partners are
     interested in acquiring the holdings,  they shall be distributed among them
     pro rata to their holdings in the share capital.

     The partner  wishing to transfer one or more Company  holdings shall notify
     the rest of the  partners  of the  written  offer  made by the third  party
     interested in acquiring the holdings by notarial instrument, indicating the
     number of holdings he wishes to transfer,  the  identity of the  purchaser,
     the price and other  conditions  of the transfer as a minimum  requirement.
     Within 30 days  following  receipt of such notice,  the partners  receiving
     such notification shall notify the partner proposing the transfer that they
     will or will not  exercise  their  preferential  rights to purchase all the
     holdings  offered,  the price being that  offered by the  interested  third
     party. If any of the partners fails to exercise his right,  the rest of the
     partners  shall  acquire  the  holdings  pro  rata.  After 30  days,  if no
     notification  has  been  given by the rest of the  partners  receiving  the
     notification  of the  intention to  transfer,  the partner may transfer the
     holdings under the conditions notified,  i.e. not at a lower price or under
     more favourable conditions; having to notify the new conditions of transfer
     offered  immediately,  where appropriate,  as provided for herein. He shall
     forfeit the right to make the transfer  announced and shall  recommence the
     procedure  laid down in this  Article  to  implement  it if 60 days  elapse
     following the new  notification  and no transfer is made to the partners or
     to the  interested  third  party.  In such event,  the  partner  wishing to
     transfer  his Company  holding  shall not notify any further  intention  to
     transfer  until six months  have  elapsed  following  the end of the 60-day
     period mentioned above.

2. The compulsory  transfer of Company holdings shall be governed by the general
rules of the law on limited liability companies.

     The Company shall hold a preferential  purchase right to the Company shares
     that are the object of auction  or any other form of  compulsory  transfer.
     The content of this preferential purchase right shall be that determined by
     the law on limited liability  companies and it may only be exercised by the
     Company if the partners fail to exercise the rights they hold by law.

3. The rules on the  transfer  of Company  holdings on account of death shall be
those laid down by law.

     The surviving  partners  shall hold a  preferential  purchase  right to the
     holdings of the  deceased  partner,  assessed at their  actual value on the
     date of the death of the partner.  The  provisions  of the law shall govern
     the  establishment of the value,  conditions of exercising the preferential
     purchase right and form of payment.

     Transfers  made in breach of the provisions of this Article shall not apply
     to the Company.

Article8. NOTIFICATIONS AND SHAREHOLDERS' REGISTER

     The Company shall keep a Shareholders'  Register, in which shall be entered
the  personal  circumstances,  Company  holdings  of each  one  and any  changes
arising. Any partner may consult this Shareholders' Register, which shall remain
under the care and  responsibility  of the  governing  body.  Partners  shall be
entitled to obtain a certificate of their holdings in the Company entered in the
Shareholders' Register.

PART IV: COMPANY RULES AND ADMINISTRATION

Article 9. COMPANY BODIES

     The Company  bodies  shall  comprise the General  Meeting of  Shareholders,
being the  supreme  decision-making  body in which the Company  wishes  shall be
declared by a majority  decision on matters falling within its  competence,  and
the governing body which shall be responsible for the management, administration
and representation of the Company with the powers conferred on it by the law and
by these Articles.

SECTION ONE: GENERAL MEETING

Article 10.

     The  General  Meeting  is the  sovereign  Company  body and  binds  all the
partners  with  its  resolutions   validly  adopted,   including  those  absent,
abstaining from voting and dissenting.

 Article 11. NOTICE

     The General  Meeting  shall be called by the  governing  body,  allowing at
least 15 days between the notice of the General  Meeting and the date  specified
for holding it. Notice shall be given in writing,  in  duplicate,  to be sent to
all the  partners  entered  in the  Shareholders'  Register  and to the  address
indicated  therein,  a copy of which  shall be  returned  signed by the  partner
called.  If the  partner  refuses to sign the copy,  he shall be sent  notice by
notarial  instrument,  to the aforesaid  address.  The notice shall indicate the
name of the Company, the place, date and time of the meeting, the agenda and the
person or persons issuing the notice.

Article 12. The governing body shall call the General  Meeting when it considers
it advisable and when requested by a number of partners representing at least 5%
of the share capital.  In such event,  the General  Meeting shall be held within
one  month  following  the  date on  which  a  notarial  request  is made to the
governing  body to call the  meeting.  If notice is not given in the manner laid
down in the  foregoing  paragraph,  the  partners  may apply to the Judge of the
Court of First Instance of the Company's  domicile to give notice and to appoint
the Secretary of the Meeting to be held.

Article 13. The General Meeting shall meet at least once in the first six months
of each financial year to approve the Company management and, where appropriate,
approve the  accounts for the previous  year and decide on the  distribution  of
profits. The General Meeting may deliberate and agree on any point submitted for
its consideration,  provided that, taking into account the matter to be decided,
it is properly set up and the matter falls  within its  competence  laid down by
law.

Article 14. PASSING RESOLUTIONS

     Save as  otherwise  provided for by law or by these  Articles,  the Company
resolutions shall be adopted by a majority of votes validly cast,  provided they
represent at least one-third of the votes  corresponding to the Company holdings
into which the share capital is divided. Blank votes shall not be counted.

     As an  exception  to the  provisions  of the  foregoing  paragraph:  a) The
increase or  reduction  in capital,  dissolution  by  resolution  of the General
Meeting and any other  amendment to the Articles of Association  not requiring a
qualified  majority and the option for any of the forms of  administration  laid
down in the Articles  shall  require the  favourable  vote of more than half the
votes  corresponding to the holdings into which the share capital is divided; b)
The Company  transformation,  merger or hive-off,  the abolition of preferential
rights to increases in capital,  the exclusion of partners and the authorization
for directors to dedicate themselves on their own behalf or on someone else's to
the same,  similar or complementary kind of activities as those constituting the
Company objects shall require the favourable vote of at least  two-thirds of the
votes corresponding to the holdings into which the share capital is divided.

     All without  prejudice to those cases in which the law requires the consent
of all the partners.

Article 15. ATTENDANCE AT GENERAL MEETINGS

     All the  partners  shall  be  entitled  to  attend  General  Meetings.  The
governing body shall attend the General  Meetings.  Directors,  managers,  legal
representatives  and other  persons  who, in the opinion of the  Chairman of the
Meeting, should be present at the meeting as they have an interest in the proper
development of Company matters,  may attend. The Chairman of the Meeting may, in
principle,  authorize the attendance of any other person he considers advisable.
The General Meeting may revoke this latter authorization.

Article 16. UNIVERSAL MEETING

     The  General  Meeting  shall be  validly  set up to deal  with any  matter,
without the need for prior notice,  provided the entire share capital is present
or represented  and those  attending  unanimously  agree to hold the meeting and
agree the agenda thereof. The Universal Meeting may be held anywhere in national
territory.

Article 17. HOLDING MEETINGS

     General  Meetings  shall be held in the  place  where the  Company  has its
Company domicile,  representative office or branch.  Universal meetings shall be
held in the place where the partners representing the entire share capital meet.

     The Chairman  shall be one of the members of the governing  body  expressly
elected for that purpose by the partners present, unless the Company's governing
body is a board of directors, in which case the Chairman of the Board or, in his
absence,  the Vice Chairman shall be the Chairman of the Meeting.  Failing that,
the  person  elected in each case by the  majority  of  partners  present at the
meeting shall chair the General Meeting.


     The Secretary  shall be one of the members of the governing  body expressly
elected for that purpose by the partners present, unless the Company's governing
body is a board of  directors,  in which case the  Secretary of the Board or, in
his absence,  the Vice Secretary shall be the Secretary of the Meeting.  Failing
that, the person electing in each case by the majority of  shareholders  present
at the meeting shall act as Secretary.

     The  Chairman of the Meeting  shall  direct  deliberations,  agree to allow
persons to speak and determine the period of subsequent participation.

Article 18. MINUTES AND CERTIFICATES OF GENERAL MEETINGS

     A minute  of each  General  Meeting  shall be drawn up in the book kept for
that purpose, together with the resolutions passed, which shall be signed by the
Chairman and by the Secretary. The minute may be approved by the General Meeting
itself or,  failing  that,  within a period of 15 days by the  Chairman  and two
auditors, one representing the majority and the other the minority.  Resolutions
of the General  Meetings may be evidenced,  where  necessary,  by  certification
according to the current legislation.

     Resolutions of both the General Meeting and the governing body may be drawn
up in a public  instrument  by  persons  authorized  to  certify  them or by any
director without the need for express delegation.

SECTION TWO: GOVERNING AND REPRESENTATIVE BODY

Article 19. GOVERNING BODY AND ITS COMPOSITION

     The  Company  administration  may be assigned  to a Sole  Director,  to two
Directors acting jointly or severally,  or to a Board of Directors,  the General
Meeting  having the power to opt for any of such  formulas  without  the need to
amend the Articles.
          If the Meeting opts for a Board of Directors,  this shall be formed of
     a minimum  of three and a maximum  of seven  members.  The  appointment  of
     persons to occupy such posts, who need not be  shareholders,  shall be made
     by the General Meeting. The appointment of directors shall take effect from
     the time of their acceptance.
          The  Board  shall be  called  by the  Chairman  when he  considers  it
     advisable  or on the request of at least two members,  requesting  that the
     meeting  be called by  letter  or fax sent at least  five days  beforehand,
     indicating  the  items to be dealt  with.  There  shall be at least 15 days
     between the notice of the Board meeting and the date of the meeting itself.
     The notice of the meeting shall contain the agenda, specifying the items to
     be dealt with, and attaching a copy, where appropriate, of the documents to
     be presented or submitted for the approval of the Board.
          The Board shall be validly set up when the majority of its members are
     present or represented by another member. Representation shall be conferred
     by letter sent to the Chairman.  Resolutions shall be passed by an absolute
     majority of those present at the meeting.
          The  permanent  delegation  of some or all of its  powers  that can be
     legally  delegated  to an executive  committee  or to one or more  managing
     directors  and the  appointment  of  directors  to occupy  such posts shall
     require a favourable  vote of  two-thirds of the members of the Board to be
     valid and shall  not take  effect  until it is  entered  in the  Commercial
     Register.
          Voting  in  writing  without  a  meeting  shall be valid if no  member
     objects  thereto.  The  discussions  and  resolutions of the Board shall be
     drawn up in a minute  book,  which  shall be  signed  by the  Chairman  and
     Secretary.
          The Board shall elect a Chairman from its members,  a Secretary and up
     to two Vice  Secretaries.  The Secretary and Vice  Secretaries  need not be
     members, in which case they shall have the right to speak but not vote.
          The governing body, whatever form it adopts,  shall be responsible for
     directing,  managing and  representing  the Company within the scope of the
     Company  objects,  being able to  deliberate,  resolve  and operate in full
     freedom in all matters not  reserved  for the General  Meeting by law or by
     the Articles,  without prejudice to the powers that may be conferred on any
     person by the Board itself.

Article 20. PERIOD OF OFFICE

     Directors  shall hold office for an  indefinite  period.  For a director to
cease to hold office,  a number of votes  representing  more than half the share
capital shall be required.

     Persons  declared  incompatible  by Law No.  12/1995  of 11 May 1995 or any
other legal provision shall not hold office.

Article 21. DIRECTORS' REMUNERATION

     Directors shall not receive remuneration.

PART IV: BALANCE SHEET AND DISTRIBUTION OF PROFITS

Article 22. The financial  year shall  commence on 1 January and shall end on 31
December each calendar  year. As an exception,  the first year shall commence on
the date of formation of the Company by notarial instrument.

Article 23. Under the terms laid down by the law on limited liability  companies
and other commercial  legislation  applicable,  the governing body shall draw up
the annual  accounts,  the management  report and the proposed  distribution  of
profits and, where appropriate,  the consolidated accounts and management report
to be presented to the General Meeting, once they have been audited and reported
by the auditors, where appropriate.

Article 24. Any  partner  shall be  entitled  to examine  the  Company's  annual
accounts with all their information  within 15 days prior to the General Meeting
deciding  on the  annual  accounts,  using  the time he  considers  appropriate,
himself or through an expert.

Article 25. The Company's net profits shall be distributed as follows, according
to the approved balance sheet:

a)   The  necessary  amount  to cover  the  matters  laid  down by law or by the
     Articles.
b)   And,  with  regard to the  remaining  profits,  as decided  by the  General
     Meeting.

PART VI: DISSOLUTION AND LIQUIDATION

Article 26. DISSOLUTION

     The Company  shall be  dissolved  for the  reasons  laid down by the law on
limited liability companies.  The General Meeting holding the legal requirements
to do so may agree to dissolve and liquidate the Company at any time.

Article 27. LIQUIDATORS

     The General Meeting agreeing to dissolve the Company shall also appoint the
liquidators,  who may be the former members of the governing  body.  There shall
always be an odd number of  liquidators.  If the Meeting  decides to appoint the
former  directors as liquidators  and there is an even number of directors,  the
General  Meeting  shall  also  decide on the  director  not to be  appointed  as
liquidator.

Article 28. LIQUIDATION RULES

     On  liquidation  of the  Company,  the  rules  laid  down  by law  and  any
supplementing  them, but not  contradicting  them, agreed by the General Meeting
passing the resolution to dissolve the Company, shall be observed.

Article 29. ARBITRATION

     Any  doubt,   query  or  difference  arising  over  the  interpretation  or
application  of the Articles,  among the partners as such or with the Company or
with its  Company  bodies,  except  in those  cases in which the law lays down a
different  compulsory  procedure,  shall be resolved in the place of the Company
domicile, by arbitrators appointed in the manner laid down by the current law on
private arbitration,  all the partners, the Company and its Company bodies being
required to comply with the arbitration decision.
EX-99 84 b-393.htm CERT OF INCORP PROMOCIONES Promociones y Servicios Hidraulicos 
                  CERTIFICATE OF INCORPORATION WITH RESPECT TO
                    PROMOCIONES Y SERVICIOS HIDRAULICOS, S.A.

The undersigned, Cesar Rodriguez, attorney-at-law, officiating under Spanish Bar
Association, declares that:

     1.- Promociones y Servicios Hidraulicos,  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 Paseo  Castellana 23,
     2(degree),  28046,  Madrid, Spain and having its offices at the same place,
     and being registered in the Mercantile Register of Madrid on Page M-1260.

     2.-  According  to  the  registration  of  the  aforementioned   Mercantile
     Register,  the Articles of  Association  of the Company were most  recently
     amended by deed at civil law notary, officiating in Madrid in October 2001.

     3.- According to those Articles of Association of the Company,  the purpose
     of the Company is [TO BE INSERTED WHEN ENGLISH TRANSLATION RECEIVED.]

     4.- The company can participate in, manage and finance these enterprises.

     5.-  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,  2(degree),
               Madrid;
          2.   Maria del Carmen Garcia Arguelles,  adult of age,  Spanish,  with
               domicile in Paseo de la Castellana,  23, 2(0), Madrid and Spanish
               ID number 10.874.842-M;
          3.   Francisco Rausell Solari, adult of age, Spanish, with domicile in
               Paseo de la  Castellana  23,  2(degree),  Madrid and  Spanish I.D
               number 27.289.321-M.

     6.- The secretary  non-director is Cesar Rodriguez Gonzalez,  of legal age,
     Spanish,  residing  at Paseo de la  Castellana  23,  2(degree),  Madrid and
     provided with National Identity number 52.611.658-D.



Signed in Madrid on 23 April 2002


Fdo. Cesar Rodriguez Gonzalez
Oviedo Bar Association (Spain), N(0)3.133
EX-99 85 b-394.htm ART OF ASSOC PROMOCIONES Promociones y Servicios Hidraulicos 
                 ARTICLES OF ASSOCIATION OF THE LIMITED COMPANY
                   "PROMOCIONES Y SERVICIOS HIDRAULICOS, S.A."


                              I. GENERAL PROVISIONS

     ARTICLE 1.- NAME AND SYSTEM.- The Limited company  "PROMOCIONES Y SERVICIOS
HIDRAULICOS, S.A." has been constituted.

     The Company shall be governed by these Articles of  Association  and by the
Companies Act and current additional legal provisions that are applicable.

     ARTICLE 2.- OBJECT.- The Company's object is:-

          A)  Autoproduction  of  electric  power,   biomass   developments  and
     hydraulic and hydroelectric developments, in general.

          B) Study, design,  planning,  management,  assembly,  construction and
     operation of hydroelectric power plants, of all sizes.

          C) In general,  execution  of all kinds of  technical  assistance  and
     services,  such  as,  for  purely  illustrative  purposes,  the  following:
     Execution  of  engineering  and  architectural  projects;  draft  projects;
     technical and economic  feasibility  studies of works,  as well as control,
     inspection  and  technical   direction   thereof;   consultancy,   reports,
     inventories, technical surveys and statistics.

     ARTICLE 3.- DURATION.-  The Company is set up for an indefinite  period and
shall begin its company operations on the date whereon the Company's  Memorandum
of Association is executed.

     ARTICLE 4.- REGISTERED  ADDRESS.- The Company has its registered address at
Paseo de la Castellana, no. 23, Escalera I, Planta 2(a), 28046 Madrid.

          The  Company's  Board of  Directors  may set up,  remove and  transfer
     branches,  agencies or offices in any part of Spain or abroad, and move the
     head office within the city where it has its registered address.

     ARTICLE 5.- SHARE CAPITAL.-

          1.- The share capital is TEN MILLION PESETAS.

          This share capital is divided into TEN THOUSAND SHARES,  each one with
     a nominal value of ONE THOUSAND PESETAS,  numbered  correlatively  from one
     upwards.

          2.- The shares shall be represented  by means of bonds,  that shall be
     issued  in  cheque  books,  shall  state  the  conditions  required  by the
     Companies Act and shall bear the signature of one or more of the Directors,
     that may be printed in accordance with current legal stipulations; multiple
     bonds may also be issued.

          In accordance  with the  provisions  in the Companies  Act, the shares
     shall  appear in a  Register  that the  Company  shall  keep,  wherein  the
     successive  transfers  of shares  shall be  recorded,  stating the name and
     surnames,  or company name or title, as well as the establishment of actual
     rights and other duties on the shares.

          3.- The  share  capital  is  twenty-five  per cent  paid up,  with the
     remaining  seventy-five  per cent of its nominal value  outstanding,  which
     shall  be  paid  in  cash  and in a time  to be  decided  by the  Board  of
     Directors, in a period of not more than eight years.

     ARTICLE 6.- SHAREHOLDERS.-

          1.- Each share gives its legal holder the status of partner and grants
     him/her the right to have a share in the  distribution  of company  profits
     and  in  the  equity  resulting  from  liquidation,  that  of  preferential
     subscription in the issue of new shares or bonds  convertible  into shares,
     that of attending, voting and contesting at General Shareholders' Meetings,
     that of information and other legal and statutory rights.

          2.-  The  rights  of  partner   shall  be  exercised  in  the  legally
     established  manner;  in particular and with a view to exercising the right
     to vote, it is laid down that in order to attend the General  Shareholders'
     Meetings and exercise the right to vote, each share, itself or represented,
     gives  entitlement to attend the Meetings,  and also each share,  itself or
     represented, gives entitlement to the right to a vote.

          3.- Being the holder of a share involves complete agreement with these
     Articles of Association and submission to the legitimate  agreements of the
     company bodies.

          4.- Holders of convertible  bonds may, in the manner and terms set out
     in law, exercise the right of subscription granted to them by Law.

     ARTICLE 7.-  SYSTEM.-  With  regard to  exercise,  transfer,  constitution,
modification  and life of the rights  over the  shares,  the  provisions  in the
Companies Act and what is set out in the following rules shall be observed:-

     In the CASE OF  COMMUNITY  or  co-ownership  of  rights  over  shares,  the
co-owners or  co-holders  shall agree to appoint one only to exercise the rights
of  partner,  and the  Company  should  be duly  notified  thereof;  and all the
interested  parties shall be jointly  liable to the Company for all  obligations
that may arise from the status of shareholder.

     In the CASE OF  USUFRUCT,  the  status  of  shareholder  falls on the owner
subject to usufruct,  but the usufructuary shall in all cases be entitled to the
dividends  agreed by the  Company  during  usufruct.  The  exercise of the other
rights of partner belong to the owner subject to usufruct,  and the usufructuary
is obliged to permit the former to exercise  these  rights.  The same rule shall
apply to contingent trusts, reserves and similar concepts.

     In the CASE OF SHARE  SECURITY,  it shall be the owner of these  shares who
exercises the rights of shareholder.

     In the CASE OF SHARE TRANSFER, the following rules shall be followed:

     A) INTER VIVOS.  1.- Transfer inter vivos of shares to direct  ancestors or
descendants (not by affinity) and spouse, of the shareholder, is free.

     2.- Apart from these cases,  the Board of  Directors  should be notified of
any transfer of shares, stating the conditions, and in particular the details of
the  intended  purchaser.   The  Board  of  Directors  shall  inform  the  other
shareholders  thereof  within  fifteen days from the date whereon they  received
notification.  The shareholders  shall have preferential right to purchase these
shares,  informing  the Board of  Directors of their  decision in this  respect,
within fifteen days following the date whereon notification was received. Should
there be several applicants, they shall exercise their right on a pro rata basis
of  the  shares  they  hold.  When  the  above  periods  have  elapsed  and  the
shareholders  have not made use or have  exhausted  their right of  preferential
purchase,  the Company may  purchase the shares not  purchased by the  partners,
following agreement by the General Shareholders'  Meeting,  within the following
fifteen days, subject to the stipulation on this matter in the Companies Act.

     3.- When all the said periods have elapsed and nobody has exercised his/her
right of  preferential  purchase,  the  shareholder  may freely transfer them to
third-parties in the three months  following expiry of the last period;  and the
same also  from the date of the  certificate  issued by the Board of  Directors,
which shall be provided thereto,  confirming that the other shareholders and the
Company  itself have waived their right of  preferential  purchase,  or when two
months have  elapsed  since the  shareholder  notified the Board of Directors of
his/her decision to transfer, without having received any reply.

     The  shareholder  who,  after three months have elapsed since he/she was at
liberty to transfer  his/her shares,  as set out in the paragraph above, has not
transferred them, in order to be able subsequently to transfer them, shall again
be obliged to fulfil the requirements  necessary for transferring  shares, as if
he/she were doing so for the first time.

     4.- In order to exercise the right of  preferential  purchase as set out in
these  regulations,  the sale price, in the event of discrepancy,  shall be that
determined by the Company's accounts auditor, and in his absence, by the auditor
appointed for this purpose by the Business  Registrar of the registered  address
of the company.  If the shares are quoted on a secondary  official market,  only
the average quotation value of the last six months shall be applied.

     5.-  Payment of the price  shall be made upon  signing  the  official  sale
document,  on the  day  indicated  by the  purchasing  party  within  the  month
following  the day  whereon  the  respective  period of  possible  option of the
purchasing  party in  question  has  ended,  and in the  presence  of the notary
appointed  by the latter,  in the capital of the province  where the  registered
address of the company is located,  unless the place is otherwise  agreed by the
parties.

     6.- The transferor shall be responsible for the cost of sending the notices
by certified letter and through the notary, to the addresses of the shareholders
who appear in the  Register;  and the Board of  Directors  shall  certify who is
entitled to purchase, and, where appropriate,  the purchase price of the shares,
as well as the number of working days required for legalising the operation.

     B) MORTIS  CAUSA.  - 1.- The transfer  mortis causa to direct  ancestors or
descendants (not by affinity) and spouse, of the shareholder, is free.

     2.-  Any  other   transfer   mortis   causa   shall  be   governed  by  the
afore-mentioned general rules for transfer inter vivos.

     3.-  For   application  of  these  rules,   it  is  set  out  that  initial
communication  may be  made by the  party  legalised  for  this  purpose  (heir,
corporation stock manager, accountant, etc.) and that the Board of Directors may
also deal directly with the  communication  when it receives  information on the
case.

     In this  case of  transfer  mortis  causa,  in order to  accept  or  reject
registration of the transfer in the Share Register, the provisions on the matter
in the Companies Act shall apply.

     C) COMMON  REGULATIONS.-  The Company  shall not  acknowledge  as valid any
transfer of shares that does not comply  with the  stipulations  set out herein.
All shareholders  shall be obliged to inform the Company of their status thereof
and  the  address  for  sending  summonses  and  notices  given,   without  such
requirement  they may not exercise  any right with regard to the  aforementioned
matters, or with regard to the Company itself.

                              III.- COMPANY BODIES

     ARTICLE 8.- COMPANY  BODIES.-  The  following  are Company  Bodies:  a) The
General Shareholders' Meetings; b) the Board of Directors.


                    CHAPTER 1.- GENERAL SHAREHOLDERS' MEETING

     ARTICLE 9.- SOVEREIGNTY OF THE MEETING.- The General  Shareholders' Meeting
is the Company's decision-making body, and its agreements, legitimately adopted,
are binding on the Company itself and all its shareholders,  including those who
are absent, who dissent or who have abstained from voting.

     ARTICLE  10.- CLASSES OF  SHAREHOLDERS'  MEETINGS.-  General  Shareholders'
Meetings shall be Ordinary or Extraordinary.

     The Ordinary  General  Shareholders'  Meeting shall meet necessarily once a
year,  within the first six  months of each  financial  year,  in order to audit
company  management,  to approve,  where appropriate,  the balance sheet and the
accounts of the  previous  financial  year and to decide on  application  of the
results.

     The Board of Directors shall call the Extraordinary  General  Shareholders'
Meeting when it deems appropriate for the interested parties of the company;  it
should also call it when requested by  shareholders  representing  at least five
per cent of the share capital,  and the matters to be deliberated at the Meeting
should be stated in the request.

     ARTICLE 11.- NOTICE OF MEETING, CONSTITUTION AND AUTHORITY.- With regard to
notice of the meeting,  constitution,  powers, board, agreements,  objection and
minutes, the provisions in the Companies Act shall apply.

     In order to attend  Shareholders'  Meetings and exercise the right to vote,
the provisions in the Companies Act and in the regulations stated in article six
of these Articles of Association shall be observed.

                         CHAPTER 2.- BOARD OF DIRECTORS

     ARTICLE 12.-  COMPOSITION.-  1.- The Board of Directors  shall consist of a
minimum  of  three  members  and a  maximum  of  nine,  elected  by the  General
Shareholders' Meeting, even among non-shareholders.

     2.- The Board of  Directors  shall  elect from among its members a Chairman
and, where appropriate,  a Vice-Chairman.  It shall also elect a Secretary,  who
may or may not be a member of the Board.

     ARTICLE 13.- APPOINTMENTS.- 1.- The members of the Board of Directors shall
hold their posts for a maximum  period of five years,  unless the  Shareholders'
Meeting appoints them for a shorter period.

     2.- In any event,  the Board Members may be re-elected  once or more times,
and for the periods to be determined  by the  Shareholders'  Meeting,  under the
above-mentioned terms.

     ARTICLE 14.- POWERS.- The Board of Directors  shall be empowered  fully and
absolutely  to  represent  the  Company  in  company  business  and  activities,
judicially and extrajudicially.

     This  representation  shall be extended to all acts included in the company
object as defined in article two of these Articles of Association, in such a way
that any  limitation  of the  representative  powers of the Board of  Directors,
albeit entered in the Companies Register, shall be invalid with third-parties.

     The Company shall be under  obligation to  third-parties  who have acted in
good faith and  without  serious  fault,  even when it can be  deduced  from the
Articles of  Association  entered in the Companies  Register that the act is not
included in the company's object.

     For the purposes of clarification,  by way of illustration only and without
this involving any limitation  whatsoever,  the powers of the Board of Directors
are stated as follows:

     1.- TO AGREE,  arrange,  execute  and fulfil all manner of  contracts  that
directly or indirectly  refer to the  company's  object.  To direct,  govern and
control the business,  property (movable and fixed), rights and, in general, the
equity of the  Company;  and in this  respect  to take care of and attend to the
good upkeep of the  property.  To  exercise  and fulfil all manner of rights and
obligations;  to produce,  cancel and settle all types of  contracts,  including
lease,  insurance,  work and transport contracts. To appoint, remove and dismiss
all manner of  employees  and workers of the  Company,  and to set their  wages,
salaries,  work regulations and rules of status and  performance.  To attend all
manner of Shareholders'  Meetings,  with authority to discuss and vote. To open,
answer  and  sign   correspondence.   To  collect  from  Post  Offices  letters,
certificates,  dispatches,  packets,  postal or  telegraphic  money  orders  and
declared  values,  and from  railway,  airline,  shipping and general  transport
companies, Customs, Docks and Agencies, goods and effects sent; to make protests
and claims and prepare master's protests;  all this with the fullest freedom and
extent  of  clauses,  pacts,  conditions  and  decisions,   with  no  limitation
whatsoever.

     2.- TO  ACKNOWLEDGE  and pay debts,  accept and collect  credits,  both for
capital and for interests,  dividends and amortizations;  to approve and contest
accounts;  to accept payments and collect sums owed for any security and payable
to or charged to any  person,  organisation  or  corporation,  including  State,
Autonomous Community,  Province or Municipal District,  Ministries,  Departments
and official  bodies or  individuals  or companies,  public or private,  signing
receipts, balances, approvals, vouchers and acquittances.

     3.- TO DRAW, accept, guarantee,  endorse, charge, pay, audit, negotiate and
discount bills of exchange, cheques, vouchers and other draft documents. To draw
up redraft accounts and protests due to failure to accept or pay or guarantee or
for greater security.

     4.- TO  GUARANTEE,  warrant  and bond all manner of  operations,  debts and
obligations and loans, on behalf of and  representing  the Company,  without any
limitation whatsoever in time or amount, both of individuals,  banks,  including
the Banco de Espana,  Banking  Institutions,  Savings  Banks and Mutual  Benefit
Associations and others that may be relevant;  and to sign,  accept and execute,
for the  aforementioned  purposes,  the  deeds,  policies,  bills and public and
private documents that are required, without any limitation whatsoever.

     5.-  TO  DEAL  with  Official  Banks,  Savings  Banks  and  Mutual  Benefit
Associations and Banks, including the State Bank, performing all operations that
legislation and banking  practices  permit. To open,  pursue,  provide,  use and
cancel at the Bank of Spain, in any city or town, or in any other Bank or Credit
or  Savings  Institution,  ordinary  current or credit  accounts,  apply for and
obtain loans, with personal  guarantee,  of securities or commercial papers, and
Safety Deposit Boxes,  for this purpose signing cheques,  orders,  transfers and
other documents,  and withdrawing cheque books. To approve and contest accounts,
debts, credits, charges, balances and settlements. To purchase securities of any
kind, to collect their dividends and  amortizations  and sell their coupons.  To
change,  transfer,  cancel, withdraw and set up deposits of cash or temporary or
permanent securities.

     6.- TO PROVIDE, dispose of, sell, transfer,  exchange,  purchase,  acquire,
encumber,  mortgage  and  contract,  actively or  passively,  with regard to all
manner of  movable  and fixed  property,  rural or urban,  actual  and  personal
rights,  shares and obligations,  coupons,  securities and any shares, public or
private papers, and in this respect,  be able to act under the conditions and at
the cash price, declared or deferred, that it deems appropriate.

     To  exercise,  execute,  grant  and  accept  purchases,  sales,  transfers,
disposals, acquisitions,  exchanges,  contributions,  assignments in payment and
for payment,  amortizations,  redemptions,  subrogations,  rights of redemption,
option and  repurchase;  groupings,  regroupings,  segregations,  divisions into
plots, material divisions,  community suspensions,  declarations of new building
work, building work under construction or completed, setting up of property with
proprietary  interest  with  assignation  of  quotas  in  common  items,  costs,
services,  extensions and annexes,  and draft community  bylaws;  alterations to
property,  boundaries,  areas, surface areas, assignments and crops. To give and
agree receipts, bonds,  transactions,  commitments and arbitrations.  To set up,
acknowledge,  accept,  execute,  transfer,  divide,  alter,  remove and  cancel,
totally or partially,  usufructs,  easements,  pledges, mortgages,  antichresis,
charges,  surface area rights and in general any actual and personal rights.  To
take part in all manner of invitations to tender and auctions, before all manner
of bodies and in particular  before M.O.P.U.  (Spanish  Ministry of Public Works
and City Planning).

     7.- TO AGREE, carry out and cancel company  associations;  and to take part
in  companies,  civil  or  commercial,  both  while  in  the  process  of  being
constituted and subsequently, and accept, carry out and resign posts that arise.

     8.- TO REPRESENT the Company with the Treasury and Exchequer, Department of
that  branch in each and every one of the  Autonomous  Communities,  Offices and
Sections,  Offices for payment or collection of any tax, and with any Centres or
Bodies or Offices  with this  authority;  and for the  purpose  to  receive  any
payment  orders and other  amounts that for any other item are to be paid to the
Company;  to make tax  contributions  and claim against what is not  acceptable,
sign sworn  statements  and  petitions and file and pursue all manner of appeals
through all their proceedings; and to draft acquittances and sign receipts.

     9.- TO APPEAR and act with full legal status,  representing  the Company as
petitioner,  executing party, disposing party, plaintiff,  defendant, coadjutor,
complainant or in any other item, in executions,  provisions,  affairs,  acts of
settlement, judgements, actions, claims, cases, proceedings of all kinds; before
all manner of  Ministries,  Departments,  Institutes,  Offices  and  Sections of
State,  Province  or  Municipal  District,  Law  Courts,  Tribunals,  Industrial
Authorities  and  Tribunals,  Public  Prosecutor's  Offices,  Trade  Unions,
Regional Offices,  Committees,  Boards, Juries, Commissions,  Civil Servants and
any other Civil, Criminal, Business, Administrative,  Tax, Religious, Litigious,
Governmental,  Labour Centre or Body, or of any other kind, order or status;  in
all jurisdictions,  grades and actions, appearing also before the Constitutional
Court, and for all manner of affairs,  questions,  steps, actions,  proceedings,
formalities, and processes, until final conclusion, completion and fulfilment of
the  provisions,  executions,  decisions,  solutions,  resolutions,  judgements,
conclusions  and final rulings.  With all manner of powers and means,  including
that of rejecting and cancelling,  to file ordinary and  extraordinary  appeals,
such as repeal,  review and nullity;  to set up exceptions and defences,  obtain
evidence,  copies and certificates or entries;  apply for and perform all manner
of proceedings,  including those of a personal nature and in this way be able to
make  confirmation in writing;  to apply for, grant and accept  acquittances and
stays, draw up notarial certificates and mediate therein; to issue summonses and
notices and answer them; to abandon  actions and appeals or petitions for appeal
brought and check  waivers and  acceptances,  as well as all manner of petitions
and proceedings  brought,  and also make declarations,  answer interrogatory and
withdraw allocations and bonds. To undertake  representation in acquittances and
stays,  suspensions  of  payments,  invitations  to tender and  bankruptcies  of
debtors, attend Shareholders' Meetings, appoint receivers and administrators,
perform  all  the  duties,  accept  and  reject  the  proposals  of the  debtor,
fulfilling all the proceedings until the procedure has been completed. To settle
rights and actions;  to submit to arbitrators,  referees,  equity  arbitrations,
solution of third-parties,  etc.; all this with full powers and authority,  with
no hindrance, exception or limitation of any kind.

     10.- TO EXERCISE,  waive and revoke powers conferred,  and grant and revoke
powers for representing the Company,  with the authority required from among the
powers  assigned  thereto,  including  that of  granting  subsidiary  powers  to
attorneys,  and even  subsidiary  attorneys  themselves,  but the latter only to
Attorneys and Lawyers with the usual powers of procedural authority.

     11.- AND TO SIGN and execute all public or private documents that affect or
concern the Company,  for any reason, case or effect, or by virtue of the powers
granted.

     ARTICLE 15.- OPERATION.- With regard to the  establishment  and adoption of
agreements by the Board of Directors,  the provisions in articles 139 and 140 of
the  Revised  Text of the  Companies  Act shall  apply,  and with  regard to the
performance  and  operation  of the  said  Board  of  Directors,  as  well as in
everything not  specifically  set out in these Articles of Association  thereon,
the provisions in the aforesaid Revised Text of the Companies Act shall apply.

     ARTICLE 16.- SALARY.- The Board of Directors  shall have the salary that is
agreed by the General Shareholders' Meeting, if it deems it appropriate.  Should
this salary consist of a share in the profits,  this share shall be a maximum of
10% and may only be deducted from the net profits,  and after the  provisions in
article 130 of the Revised Text of the Companies Act have been fulfilled.

     ARTICLE 17.-  EXECUTIVE  COMMITTEE  AND MANAGING  DIRECTORS.-  The Board of
Directors  may appoint from among its members an  Executive  Committee or one or
more Managing  Directors,  who shall be assigned to exercise the powers that are
conferred thereon,  and who shall act in the manner that is determined when they
are appointed.

     The appointment, stating their powers and characteristics, shall be entered
in the Companies Register.

     ARTICLE 18.-  CERTIFICATES.-  The  authority to issue  certificates  of all
company  agreements  and  matters  related to the Company and that affect it, is
assigned to the  Secretary of the Board of  Directors,  with the approval of its
Chairman or Vice-Chairman, as appropriate.


                     IV.- FINANCIAL YEARS, ANNUAL ACCOUNTS.

     ARTICLE 19.- COMPANY'S FINANCIAL YEAR.- The company's financial year starts
on the first of January and ends on the  thirty-first  of December of each year.
Exceptionally,  the company's  first  financial  year shall start on the day the
Company's  Memorandum  of  Association  is  executed,  and  shall end on the
thirty-first of December of the same year.

     ARTICLE 20.- ANNUAL  ACCOUNTS.-  1.- The Board of  Directors,  in a maximum
period of three months,  from the closure of the company's financial year, shall
draw up the annual  accounts,  that shall include the Balance Sheet,  the Profit
and Loss Account and the  Statement,  as well as the  management  report and the
proposal for  application of results,  and where  appropriate  the  consolidated
accounts and management report.

     2.- With  regard  to the  form,  content,  description,  entries,  rules of
assessment, check, review, information to shareholders, approval, application of
results,  and deposit of the Annual  Accounts  in the  Companies  Register,  the
provisions of the Companies Act shall apply.

          V.- CONVERSION, MERGER, DIVISION, DISSOLUTION AND LIQUIDATION

     ARTICLE 21.- CONVERSION, MERGER AND DIVISION

     With regard to the  conversion,  merger and  division of the  Company,  the
provisions in the Companies Act shall apply.

     ARTICLE  22.-  DISSOLUTION.-  The Company  shall be  dissolved,  solely and
exclusively, for the reasons set out in the Companies Act.

     ARTICLE  23.-  LIQUIDATION.-  In  the  case  of  liquidation,  the  General
Shareholders'  Meeting  shall  appoint an odd number of  Liquidators,  and shall
determine  the powers  that they shall have and the method  wherein  they should
act, within the legal limits.  It is also the task of the General  Shareholders'
Meeting to set the  regulations,  in  accordance  whereto  the  division  of the
company's  credit  balance  should be made. In all matters not  stipulated,  the
Companies Act shall apply.

                           IV.- ADDITIONAL PROVISIONS

     ARTICLE 24.- Any query or doubt arising among shareholders,  or between the
latter and the Company, with regard to company matters, and without prejudice to
the prevailing rules of procedure set out in the Companies Act, shall be settled
compulsorily  in  the  place  of the  registered  address  and  by  arbitration,
formalised in accordance with the stipulations laid down in current legislation.

     ARTICLE  25.- Any  omission  that  may have  arisen  in these  Articles  of
Association,  should be  resolved  in  accordance  with the  spirit of the rules
thereof and the current Legal System for Companies  and  additional  provisions,
and in the absence of a rule relating to the cases in question,  the  resolution
shall be obliged to be based on fairness and good faith.
EX-99 86 b-395.htm CERT OF FORM EVENT (TRIPLE POINT) LLC eVENT (Triple Point) LLC 
                            CERTIFICATE OF FORMATION

                                       OF

                            eVENT (TRIPLE POINT) LLC


This Certificate of Formation of eVent (Triple Point) LLC (the "LLC"),  dated as
of December 13, 2000 is being duly executed and filed by the undersigned,  as an
authorized  person,  to form a limited  liability  company  under  the  Delaware
Limited Liability Company Act (6 Del.C§.18-101, et scq.).

     FIRST.  The name of the limited  liability  company  formed hereby is eVent
(Triple Point) LLC.

     SECOND.  The address of its  registered  office in the State of Delaware is
1209 Orange Street,  City of Wilmington,  County of New Castle,  Delaware 19801.
The  name of its  registered  agent at such  address  is The  Corporation  Trust
Company.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Formation as of the date first above written.



                                        /s/  Stuart A. Rubin
                                        --------------------
                                        STUART A. RUBIN
                                        Authorized Person
EX-99 87 b-397.htm CERT OF FORM EMPOWERNET, LLC EMPOWERNET LLC 
                                STATE OF DELAWARE

                           CERTIFICATE OF FORMATION OF

                                 EMPOWERNET, LLC


FIRST: The name of the limited liability company is emPowerNET, LLC.

SECOND:  The address of its  registered  office in the State of Delaware is 2711
Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The
name of its Registered Agent at such address is Corporation Service Company.

IN WITNESS  WHEREOF,  the undersigned has executed this Certificate of Formation
of emPowerNET, LLC this 30th day of March 2001.


                                            /s/ Jody Ellis
                                            --------------
                                            Jody Ellis
                                            Authorized Person
EX-99 88 b-399.htm AMEND & RESTATE CERT OF INCORP PENTECH SOLUTIONS Pentech Solutions 
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                           OF PENTECH SOLUTIONS, INC.,
                             a Delaware corporation



     Pentech  Solutions,  Inc., a corporation  organized and existing  under the
laws of the State of Delaware, certifies as follows:

     1. The name of the  corporation  is Pentech  Solutions,  Inc.  The original
Certificate of  Incorporation of the corporation was filed with the Secretary of
State of the State of Delaware  ("Delaware  Secretary of State") on November 19,
1990.

     2. Pursuant to Sections 242 and 245 of the General  Corporation  Law of the
State of Delaware,  this Amended and Restated  Certificate of Incorporation  was
adopted by the corporation's Board of Directors and stockholders.

     3. The text of the corporation's Certificate of Incorporation as heretofore
amended or  supplemented  is hereby  restated and further amended to read in its
entirety as follows:

                                   Article I.

             The name of this corporation is Pentech Solutions, Inc.

                                  Article II.

     The address of the  registered  office of the  corporation  in the State of
Delaware is 2711 Centerville Road, Suite 400, Wilmington,  County of New Castle,
Delaware  19808.  The  name  of its  registered  agent  at such  address  is The
Prentice-Hall Corporation System, Inc.

                                  Article III.

The purpose of this  corporation  is to engage in any lawful act or activity for
which a corporation may be organized under the Delaware General Corporation Law.

                                  Article IV.

     A. Classes of Stock. This corporation is authorized to issue two classes of
stock to be designated,  respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the  corporation  is  authorized to issue is Thirty
Three Million Seven Hundred Thirty Six Thousand Seven Hundred Fifty (33,786,750)
shares.  Twenty Million  (20,000,000)  shares shall be Common Stock and Thirteen
Million Seven  Hundred  Eighty Six Thousand  Seven  Hundred  Fifty  (13,786,750)
shares  shall  be  Preferred  Stock.  The  Preferred  Stock  authorized  by this
Certificate of Incorporation  shall be issued by series as set forth herein. The
first series of Preferred  Stock shall be  designated  "Series A Preferred"  and
shall  consist of Two Million Eight  Hundred  Eighty Six Thousand  Seven Hundred
Fifty  (2,886,750)  shares.  The  second  series  of  Preferred  Stock  shall be
designated  "Series B Preferred" and shall consist of Seven Million Nine Hundred
Thousand  (7,900,000)  shares.  The third  series of  Preferred  Stock  shall be
designated  "Series C Preferred" and shall consist of Three Million  (3,000,000)
shares.  The Preferred  Stock shall have a par value of $0.001 per share and the
Common Stock shall have a par value of $0.001 per share. The Series A Preferred,
the  Series B  Preferred  and the  Series C  Preferred  are  referred  to herein
collectively as the "Series Preferred."

     B. Rights,  Preferences and  Restrictions of Preferred Stock. The Preferred
Stock  authorized by this Restated  Certificate of  Incorporation  may be issued
from time to time in one or more series.  The rights,  preferences,  privileges,
and restrictions granted to and imposed on the Series Preferred are as set forth
below in this Article IV(B). The Board of Directors is hereby  authorized to fix
or alter the rights,  preferences,  privileges  and  restrictions  granted to or
imposed  upon  additional  series of Preferred  Stock,  and the number of shares
constituting  any such series and the  designation  thereof,  or of any of them.
Subject to compliance with applicable  protective  voting rights which have been
or may be granted to the Preferred  Stock or series thereof in  Certificates  of
Designations  or the  corporation's  Certificate of  Incorporation  ("Protective
Provisions"), but notwithstanding any other rights of the Preferred Stock or any
series thereof, the rights, privileges, preferences and restrictions of any such
additional  series may be subordinated to, pari passu with  (including,  without
limitation,  inclusion in provisions with respect to liquidation and acquisition
preferences,  redemption and/or approval of matters by vote or written consent),
or senior to any of those of any present or future  class or series of Preferred
or Common Stock.  Subject to compliance with applicable  Protective  Provisions,
the Board of Directors is also  authorized to increase or decrease the number of
shares of any series,  prior or subsequent to the issue of that series,  but not
below the number of shares of such series then  outstanding.  In case the number
of shares of any series  shall be so  decreased,  the shares  constituting  such
decrease  shall  resume the status  which they had prior to the  adoption of the
resolution originally fixing the number of shares of such series.

     1. Dividend Provisions.

          a. Subject to the rights of series of  Preferred  Stock which may from
     time to time come into existence, the holders of shares of Series Preferred
     shall be entitled to receive dividends, out of any assets legally available
     therefor,  prior and in  preference  to any  declaration  or payment of any
     dividend (payable other than in Common Stock or other securities and rights
     convertible  into or entitling the holder  thereof to receive,  directly or
     indirectly,  additional  shares of Common Stock of this corporation) on the
     Common Stock of this corporation,  at the rate of eight percent (8%) of the
     applicable  Original  Issue  Price (as  defined  below) for such  series of
     Series  Preferred per share per annum,  payable when, as and if declared by
     the Board of Directors. Such dividends shall not be cumulative.

          b. After payment of any such  dividends on the Series  Preferred,  any
     additional  dividends  or  distributions  shall be  distributed  among  the
     holders of Series  Preferred  and Common Stock pro rata based on the number
     of shares of Common Stock held by each  (assuming  full  conversion  of all
     such Series Preferred).

     2. Liquidation Preference.

          a. In the event of any liquidation,  dissolution or winding up of this
     corporation,  either  voluntary  or  involuntary,  subject to the rights of
     series of Preferred  Stock that may from time to time come into  existence,
     the holders of Series Preferred shall be entitled to receive,  prior and in
     preference to any  distribution of any of the assets of this corporation to
     the holders of Common Stock by reason of their ownership thereof, an amount
     per share equal to the sum of (i) the  applicable  Original  Issue Price of
     such  holder's  shares of Series  Preferred and (ii) an amount equal to any
     declared but unpaid dividends on such holder's shares of Series  Preferred.
     If upon the occurrence of such event, the assets and funds thus distributed
     among the holders of the Series  Preferred  shall be insufficient to permit
     the payment to such  holders of the full  aforesaid  preferential  amounts,
     then, subject to the rights of series of Preferred Stock that may from time
     to time come into existence, the entire assets and funds of the corporation
     legally available for distribution  shall be distributed  ratably among the
     holders of the Series  Preferred in  proportion to the amount of such stock
     owned by each such  holder.  The  Original  Issue  Price  for the  Series A
     Preferred  Stock,  the Series B Preferred  Stock and the Series C Preferred
     Stock shall be $2.39, $2.10 and 2.40, respectively.

          b. Upon the completion of the  distribution  required by  subparagraph
     (a) of this Section 2 and any other  distribution that may be required with
     respect to series of  Preferred  Stock that may from time to time come into
     existence,   the  remaining   assets  of  the  corporation   available  for
     distribution  to  stockholders  shall be  distributed  among the holders of
     Series Preferred and Common Stock pro rata based on the number of shares of
     Common  Stock held by each  (assuming  full  conversion  of all such Series
     Preferred).

          c. A  consolidation  or  merger of this  corporation  with or into any
     other  corporation or  corporations in which fifty percent (50%) or more of
     the  voting  power  of the  corporation  held  by the  stockholders  of the
     corporation immediately prior to the merger or consolidation is transferred
     (excluding reincorporations of the corporation the sole purpose of which is
     to change the state of incorporation), or a sale, conveyance or disposition
     of all or  substantially  all of the  assets  of  this  corporation  or the
     effectuation  by the  corporation  of a  transaction  or series of  related
     transactions  in which more than fifty percent (50%) of the voting power of
     the  corporation  is  transferred,  shall be  deemed  to be a  liquidation,
     dissolution or winding up within the meaning of this Section 2.

     3.  Conversion.  The holders of the Series  Preferred shall have conversion
rights as follows (the "Conversion Rights"):

          a.  Right  to  Convert.  Each  share  of  Series  Preferred  shall  be
     convertible,  at the  option of the holder  thereof,  at any time after the
     date of  issuance  of such share at the office of this  corporation  or any
     transfer  agent  for  such  stock,  into  such  number  of  fully  paid and
     nonassessable  shares of Common  Stock as is  determined  by  dividing  the
     applicable  Original  Issue Price of such share of Series  Preferred by the
     Conversion  Price  applicable  to  such  share,   determined  as  hereafter
     provided,  in  effect  on the  date  the  certificate  is  surrendered  for
     conversion.  The  initial  Conversion  Price per share for shares of Series
     Preferred  shall be the  applicable  Original Issue Price of such shares of
     Series  Preferred;  provided,  however,  that the Conversion  Price for the
     Series  Preferred shall be subject to adjustment as set forth in subsection
     3(d).

          b.  Automatic  Conversion.   Each  share  of  Series  Preferred  shall
     automatically  be converted  into shares of Common Stock at the  Conversion
     Price at the time in effect for such Series Preferred  immediately upon the
     earlier  of  (i)  except  as  provided   below  in  subsection   3(c),  the
     corporation's  sale of its Common Stock in a firm  commitment  underwritten
     public offering  pursuant to a registration  statement under the Securities
     Act of 1933, as amended,  the public  offering  price of which was not less
     than $7.20 per share (adjusted to reflect subsequent stock dividends, stock
     splits or  recapitalization)  and  $15,000,000 in the aggregate or (ii) the
     date specified by written consent or agreement of the holders of a majority
     of the then outstanding shares of Series Preferred.

          c.  Mechanics  of  Conversion.  Before any holder of Series  Preferred
     shall be entitled to convert  the same into  shares of Common  Stock,  such
     holder shall  surrender the  certificate  or  certificates  therefor,  duly
     endorsed,  at the office of this  corporation  or of any transfer agent for
     the Series Preferred,  and shall give written notice to this corporation at
     its  principal  corporate  office,  of the election to convert the same and
     shall  state  therein  the  name or  names  in  which  the  certificate  or
     certificates for shares of Common Stock are to be issued.  This corporation
     shall, as soon as practicable thereafter,  issue and deliver at such office
     to such holder of Series  Preferred,  or to the nominee or nominees of such
     holder,  a certificate or  certificates  for the number of shares of Common
     Stock to which such holder shall be entitled as aforesaid.  Such conversion
     shall be  deemed  to have  been  made  immediately  prior  to the  close of
     business on the date of such surrender of the shares of Series Preferred to
     be converted,  and the person or persons  entitled to receive the shares of
     Common  Stock  issuable  upon  such  conversion  shall be  treated  for all
     purposes as the record  holder or holders of such shares of Common Stock as
     of such date.  If the  conversion  is in  connection  with an  underwritten
     offering of securities  registered  pursuant to the Securities Act of 1933,
     as  amended,  the  conversion  may,  at the option of any holder  tendering
     Series  Preferred for conversion,  be conditioned upon the closing with the
     underwriters of the sale of securities pursuant to such offering,  in which
     event the person(s) entitled to receive the Common Stock upon conversion of
     the Series  Preferred  shall not be deemed to have  converted  such  Series
     Preferred  until   immediately  prior  to  the  closing  of  such  sale  of
     securities.

          d.  Conversion  Price  Adjustments  of Series  Preferred  for  Certain
     Dilutive  Issuances,  Splits and Combinations.  The Conversion Price of the
     Series  Preferred  shall be  subject  to  adjustment  from  time to time as
     follows:

               (i) (A) If the corporation shall issue, after the date upon which
          any shares of Series  Preferred were first issued (the "Purchase Date"
          with respect to such series),  any Additional Stock (as defined below)
          without  consideration or for a consideration  per share less than the
          applicable  Conversion  Price for such  series  in effect  immediately
          prior to the issuance of such Additional  Stock,  the Conversion Price
          for such  series in  effect  immediately  prior to each such  issuance
          shall forthwith  (except as otherwise  provided in this clause (i)) be
          adjusted to a price determined by multiplying such Conversion Price by
          a fraction,  the  numerator  of which shall be the number of shares of
          Common  Stock   outstanding   immediately   prior  to  such   issuance
          (including,  without limitation,  the number of shares of Common Stock
          issuable upon the conversion of all of the outstanding Preferred Stock
          and other  convertible  securities  and  assuming  the exercise of all
          outstanding options, warrants or other rights to purchase Common Stock
          or other securities  convertible into Common Stock) plus the number of
          shares of Common Stock that the  aggregate  consideration  received by
          the  corporation  for such issuance would purchase at such  Conversion
          Price;  and the  denominator of which shall be the number of shares of
          Common  Stock   outstanding   immediately   prior  to  such   issuance
          (including,  without limitation,  the number of shares of Common Stock
          issuable upon the conversion of all of the outstanding Preferred Stock
          and other  convertible  securities  and  assuming  the exercise of all
          outstanding options, warrants or other rights to purchase Common Stock
          or other securities  convertible into Common Stock) plus the number of
          shares of such Additional Stock.

               (B) No  adjustment  of the  Conversion  Price  for any  series of
          Series  Preferred  shall be made in an  amount  less than one cent per
          share, provided that any adjustments which are not required to be made
          by reason  of this  sentence  shall be  carried  forward  and shall be
          either taken into account in any subsequent adjustment made prior to 3
          years from the date of the event giving rise to the  adjustment  being
          carried forward,  or shall be made at the end of 3 years from the date
          of the event  giving rise to the  adjustment  being  carried  forward.
          Except to the limited extent  provided for in  subsections  (E)(3) and
          (E)(4),  no  adjustment  of such  Conversion  Price  pursuant  to this
          subsection  3(d)(i) shall have the effect of increasing the Conversion
          Price above the Conversion Price in effect  immediately  prior to such
          adjustment.

               (C) In the case of the  issuance  of Common  Stock for cash,  the
          consideration  shall be deemed to be the amount of cash paid  therefor
          before  deducting  any  reasonable  discounts,  commissions  or  other
          expenses  allowed,  paid  or  incurred  by  this  corporation  for any
          underwriting  or  otherwise in  connection  with the issuance and sale
          thereof.

               (D) In the  case  of the  issuance  of  the  Common  Stock  for a
          consideration  in whole or in part other than cash, the  consideration
          other  than  cash  shall be  deemed to be the fair  value  thereof  as
          determined by the Board of Directors  irrespective  of any  accounting
          treatment.

               (E) In the case of the issuance  (whether before, on or after the
          applicable  Purchase  Date)  of  options  to  purchase  or  rights  to
          subscribe for Common Stock, securities by their terms convertible into
          or  exchangeable  for Common Stock or options to purchase or rights to
          subscribe  for  such  convertible  or  exchangeable  securities,   the
          following  provisions  shall apply for all purposes of this subsection
          3(d)(i) and subsection 3(d)(ii):

                    (1) The aggregate  maximum  number of shares of Common Stock
               deliverable  upon  exercise  (assuming  the  satisfaction  of any
               conditions to exercisability,  including without limitation,  the
               passage  of time,  but  without  taking  into  account  potential
               antidilution  adjustments)  of such options to purchase or rights
               to subscribe for Common Stock shall be deemed to have been issued
               at the  time  such  options  or  rights  were  issued  and  for a
               consideration  equal  to  the  consideration  (determined  in the
               manner provided in subsections 3(d)(i)(C) and (d)(i)(D)), if any,
               received by the corporation  upon the issuance of such options or
               rights plus the minimum  exercise  price provided in such options
               or rights  (without  taking into account  potential  antidilution
               adjustments) for the Common Stock covered thereby.

                    (2) The aggregate  maximum  number of shares of Common Stock
               deliverable  upon  conversion  of or in  exchange  (assuming  the
               satisfaction   of   any   conditions   to    convertibility    or
               exchangeability,  including,  without limitation,  the passage of
               time,  but without  taking into  account  potential  antidilution
               adjustments) for any such convertible or exchangeable  securities
               or upon  the  exercise  of  options  to  purchase  or  rights  to
               subscribe for such  convertible  or  exchangeable  securities and
               subsequent conversion or exchange thereof shall be deemed to have
               been  issued  at the time  such  securities  were  issued or such
               options or rights  were issued and for a  consideration  equal to
               the  consideration,  if any,  received by the corporation for any
               such securities and related options or rights (excluding any cash
               received on account of accrued  interest  or accrued  dividends),
               plus the minimum additional consideration, if any, to be received
               by  the  corporation   (without  taking  into  account  potential
               antidilution adjustments) upon the conversion or exchange of such
               securities or the exercise of any related  options or rights (the
               consideration  in  each  case  to be  determined  in  the  manner
               provided in subsections 3(d)(i)(C) and (d)(i)(D)).

                    (3) In the event of any  change  in the  number of shares of
               Common Stock deliverable or in the consideration  payable to this
               corporation  upon  exercise  of such  options  or  rights or upon
               conversion of or in exchange for such convertible or exchangeable
               securities,  including,  but not limited  to, a change  resulting
               from the antidilution provisions thereof, the Conversion Price of
               each  series  of  Series  Preferred,  to the  extent  in any  way
               affected by or computed using such options, rights or securities,
               shall be  recomputed  to  reflect  such  change,  but no  further
               adjustment  shall be made for the actual issuance of Common Stock
               or any  payment of such  consideration  upon the  exercise of any
               such  options or rights or the  conversion  or  exchange  of such
               securities.

                    (4) Upon the  expiration of any such options or rights,  the
               termination  of any such  rights to  convert or  exchange  or the
               expiration of any options or rights  related to such  convertible
               or exchangeable securities, the Conversion Price of any series of
               Series  Preferred,  to the  extent  in  any  way  affected  by or
               computed  using such options,  rights or securities or options or
               rights related to such securities, shall be recomputed to reflect
               the  issuance  of only the number of shares of Common  Stock (and
               convertible or  exchangeable  securities  which remain in effect)
               actually issued upon the exercise of such options or rights, upon
               the  conversion  or  exchange  of such  securities  or  upon  the
               exercise of the options or rights related to such securities.

                    (5) The number of shares of Common Stock  deemed  issued and
               the  consideration  deemed paid therefor  pursuant to subsections
               3(d)(i)(E)(1) and (2) shall be appropriately  adjusted to reflect
               any change,  termination  or expiration of the type  described in
               either subsection 3(d)(i)(E)(3) or (4).

          (ii)  "Additional  Stock" shall mean any shares of Common Stock issued
     (or deemed to have been issued  pursuant to subsection  3(d)(i)(E)) by this
     corporation after the Purchase Date other than:

               (A) Common Stock issued  pursuant to a  transaction  described in
          subsection 3(d)(iii) hereof;

               (B)  shares of  Common  Stock  issuable  or  issued  (or  options
          therefor) to corporation employees, directors, officers or consultants
          pursuant  to stock  option or stock  issuance  plans  approved  by the
          corporation's  Board of Directors at any time when the total number of
          shares of Common stock so issuable or issued (and not  repurchased  at
          cost  by  the  corporation  in  connection  with  the  termination  of
          employment) does not exceed 2,370,000.

               (C) the  issuance of  securities  pursuant to the  conversion  or
          exercise of convertible or exercisable securities,  including, without
          limitation, shares of Series Preferred;

               (D) shares  offered to the public in the initial firm  commitment
          underwritten  offering of Common Stock to the general  public at a per
          share   offering   price  of  at  least  $7.20  (before   underwriting
          commissions   and  expenses)  in  which  the  gross  proceeds  to  the
          corporation exceed $15,000,000;

               (E) the issuance of  securities  in  connection  with a bona fide
          business  acquisition  of or by the  corporation,  whether  by merger,
          consolidation,   sale  of  assets,  sale  or  exchange  of  stock,  or
          otherwise; or

               (F) the  issuance  of stock,  warrants,  or other  securities  or
          rights to persons or  entities  with which the  Company  has  business
          relationships  provided such  issuances  are for other than  primarily
          equity financing  purposes and are first approved by the corporation's
          Board of Directors.

               (G) the  issuance  of any  warrants  pursuant to Section 6 of the
          Convertible  Promissory  Note and  Warrant  Purchase  Agreement  dated
          December 3, 1999 among the  Company,  Enterprise  Partners  IV,  L.P.,
          Enterprise  Partners IV  Associates,  L.P. and Nth Power  Technologies
          Fund I, L.P.

               (H) the issuance of any Common Stock pursuant to the Purchase and
          Exchange  Agreement among the Company,  Enterprise  Partners IV, L.P.,
          Enterprise  Partners IV  Associates,  L.P. and Nth Power  Technologies
          Fund I, L.P.

          (iii) In the event the corporation  should at any time or from time to
     time after the Purchase  Date fix a record date for the  effectuation  of a
     split or  subdivision  of the  outstanding  shares of  Common  Stock or the
     determination  of holders of Common Stock entitled to receive a dividend or
     other  distribution  payable in additional  shares of Common Stock or other
     securities or rights  convertible  into, or entitling the holder thereof to
     receive  directly  or  indirectly,   additional   shares  of  Common  Stock
     (hereinafter  referred to as "Common Stock Equivalents") without payment of
     any  consideration by such holder for the additional shares of Common Stock
     or the Common Stock Equivalents  (including the additional shares of Common
     Stock  issuable  upon  conversion  or exercise  thereof),  then, as of such
     record  date  (or  the  date  of  such  dividend  distribution,   split  or
     subdivision  if no record  date is  fixed),  the  Conversion  Price of each
     series of Series  Preferred  shall be  appropriately  decreased so that the
     number of shares of Common Stock  issuable on  conversion  of each share of
     such  series  shall be  increased  in  proportion  to such  increase of the
     aggregate of shares of Common Stock  outstanding  and those  issuable  with
     respect  to such  Common  Stock  Equivalents  (with  the  number  of shares
     issuable with respect to Common Stock  Equivalents  determined from time to
     time in the manner provided for deemed issuances in subsection 3(d)(i)(E).

          (iv) If the number of shares of Common Stock  outstanding  at any time
     after the Purchase  Date is decreased by a combination  of the  outstanding
     shares  of  Common  Stock,   then,   following  the  record  date  of  such
     combination,  the Conversion  Price for each series of the Series Preferred
     shall be  appropriately  increased  so that the  number of shares of Common
     Stock  issuable  on  conversion  of each  share  of such  series  shall  be
     decreased in proportion to such decrease in outstanding shares.

     e. Other  Distributions.  In the event  this  corporation  shall  declare a
distribution  payable in securities of other persons,  evidences of indebtedness
issued by this corporation or other persons,  assets  (excluding cash dividends)
or options or rights not referred to in subsection 3(d)(iii), then, in each such
case  for the  purpose  of this  subsection  3(e),  the  holders  of the  Series
Preferred shall be entitled to a proportionate share of any such distribution as
though  they were the  holders  of the  number of shares of Common  Stock of the
corporation  into which their shares of Series  Preferred are  convertible as of
the record date fixed for the  determination  of the holders of Common  Stock of
the corporation entitled to receive such distribution.

     f. Recapitalizations.  If at any time or from time to time there shall be a
recapitalization  of the Common Stock (other than a subdivision,  combination or
merger or sale of assets transaction provided for elsewhere in this Section 3 or
Section 2) provision  shall be made so that the holders of the Series  Preferred
shall  thereafter be entitled to receive upon conversion of the Series Preferred
held by such  holder,  the  number  of shares  of stock or other  securities  or
property  of the  Company  or  otherwise,  to which a  holder  of  Common  Stock
deliverable upon conversion  would have been entitled on such  recapitalization.
In any such case, appropriate adjustment shall be made in the application of the
provisions  of this  Section 3 with  respect to the rights of the holders of the
Series  Preferred after the  recapitalization  to the end that the provisions of
this Section 3 (including  adjustment of the Conversion Price then in effect and
the number of shares  purchasable  upon  conversion of the each series of Series
Preferred) shall be applicable  after that event as nearly  equivalent as may be
practicable.

     g. No Impairment.  This  corporation will not, by amendment of its Restated
Certificate of  Incorporation or through any  reorganization,  recapitalization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by this
corporation,  but will at all times in good faith  assist in the carrying out of
all the provisions of this Section 3 and in the taking of all such action as may
be necessary or  appropriate  in order to protect the  Conversion  Rights of the
holders of the Series Preferred against impairment.

     h. No Fractional Shares and Certificate as to Adjustments.

          (i) No  fractional  shares shall be issued upon the  conversion of any
     share or shares of the Series Preferred, and the number of shares of Common
     Stock to be issued shall be rounded to the nearest whole share.  Whether or
     not fractional shares are issuable upon such conversion shall be determined
     on the basis of the total number of shares of Series  Preferred  the holder
     is at the time  converting  into  Common  Stock and the number of shares of
     Common Stock issuable upon such aggregate conversion.

          (ii) Upon the  occurrence of each  adjustment or  readjustment  of the
     Conversion Price of any series of Series Preferred pursuant to this Section
     3, this corporation, at its expense, shall promptly compute such adjustment
     or readjustment in accordance with the terms hereof and prepare and furnish
     to each  holder of each  such  series of  Series  Preferred  a  certificate
     setting  forth such  adjustment or  readjustment  and showing in detail the
     facts upon which such adjustment or readjustment is based. This corporation
     shall,  upon the  written  request  at any  time of any  holder  of  Series
     Preferred,  furnish  or  cause  to be  furnished  to  such  holder  a  like
     certificate  setting forth (a) such  adjustment and  readjustment,  (b) the
     Conversion  Price for such series of Series Preferred at the time in effect
     and (c) the number of shares of Common  Stock and the  amount,  if any,  of
     other property which at the time would be received upon the conversion of a
     share of Series Preferred.

     i. Notices of Record Date.  In the event of any taking by this  corporation
of a record  of the  holders  of any  class of  securities  for the  purpose  of
determining  the holders thereof who are entitled to receive any dividend (other
than a cash  dividend)  or  other  distribution,  any  right to  subscribe  for,
purchase  or  otherwise  acquire  any  shares of stock of any class or any other
securities or property,  or to receive any other right,  this corporation  shall
mail to each holder of Series Preferred,  at least twenty (20) days prior to the
date specified therein, a notice specifying the date on which any such record is
to be taken for the purpose of such  dividend,  distribution  or right,  and the
amount and character of such dividend, distribution or right.

     j. Reservation of Stock Issuable Upon Conversion. This corporation shall at
all times reserve and keep available out of its  authorized but unissued  shares
of Common  Stock,  solely for the purpose of  effecting  the  conversion  of the
shares of Series  Preferred,  such number of its shares of Common Stock as shall
from time to time be  sufficient  to effect the  conversion  of all  outstanding
shares of Series  Preferred;  and if at any time the  number of  authorized  but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then  outstanding  shares of the Series  Preferred,  in  addition to such
other  remedies as shall be available to the holders of Series  Preferred,  this
corporation  will  take such  corporate  action as may,  in the  opinion  of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock  to such  number  of  shares  as shall be  sufficient  for such  purposes,
including, without limitation,  engaging in best efforts to obtain the requisite
stockholder  approval of any necessary amendment to this Restated Certificate of
Incorporation.

     k. Notices.  Any notice  required by the provisions of this Section 3 to be
given to the  holders  of shares of Series  Preferred  shall be deemed  given if
deposited in the United  States mail,  postage  prepaid,  and  addressed to each
holder of record at his address appearing on the books of this corporation.

     4. Voting Rights.

     a. The holder of each share of Series Preferred shall have the right to one
vote for each share of Common Stock into which such Series  Preferred could then
be converted,  and with respect to such vote, such holder shall have full voting
rights and powers equal to the voting rights and powers of the holders of Common
Stock, and shall be entitled, notwithstanding any provision hereof, to notice of
any stockholders' meeting in accordance with the bylaws of this corporation, and
shall be entitled to vote,  together with holders of Common Stock,  with respect
to any  question  upon  which  holders  of Common  Stock have the right to vote.
Fractional  votes shall not,  however,  be permitted and any  fractional  voting
rights  available on an  as-converted  basis (after  aggregating all shares into
which shares of Series  Preferred held by each holder could be converted)  shall
be rounded to the nearest whole number (with one-half being rounded upward).

     b.  Notwithstanding  4(a) above,  the holders of Series A Preferred  Stock,
voting as a separate  class,  shall be entitled to elect three (3)  directors of
this corporation.  The holders of Series B Preferred Stock, voting as a separate
class,  shall be entitled to elect two (2)  directors of this  corporation.  The
holders  of  Series A  Preferred  Stock,  Series  B  Preferred  Stock,  Series C
Preferred Stock and Common Stock,  voting  together as a single class,  shall be
entitled to elect any  remaining  directors of the  Corporation.  At any meeting
held for the purpose of electing or  nominating  directors,  (i) the presence in
person or by proxy of the holders of a majority of the Series A Preferred  Stock
then  outstanding  shall constitute a quorum of the Series A Preferred Stock for
the election or nomination of directors to be elected or nominated solely by the
holders of Series A Preferred Stock;  (ii) the presence in person or by proxy of
the holders of a majority of the Series B Preferred Stock then outstanding shall
constitute  a quorum  of the  Series  B  Preferred  Stock  for the  election  or
nomination  of  directors  to be elected or  nominated  solely by the holders of
Series B Preferred  Stock;  and (iii) the  presence in person or by proxy of the
holders of a  majority  of the voting  power of the  Series A  Preferred  Stock,
Series B  Preferred  Stock,  Series C  Preferred  Stock and  Common  Stock  then
outstanding shall constitute a quorum of the Series A Preferred Stock,  Series B
Preferred  Stock,  Series C Preferred Stock and Common Stock for the election or
nomination  of  directors  to be elected or nominated by the holders of Series A
Preferred Stock,  Series B Preferred Stock,  Series C Preferred Stock and Common
Stock together as a single class. A vacancy in any  directorship  elected by the
holders of Series A Preferred Stock shall be filled only by vote of holders of a
majority of the Series A Preferred Stock. A vacancy in any directorship  elected
by the  holders  of Series B  Preferred  Stock  shall be filled  only by vote of
holders  of a  majority  of the  Series B  Preferred  Stock.  A  vacancy  in any
directorship  elected  by the  holders  of Series A  Preferred  Stock,  Series B
Preferred Stock,  Series C Preferred Stock and Common Stock shall be filled only
by the vote of the  holders  of a majority  of the voting  power of the Series A
Preferred Stock,  Series B Preferred Stock,  Series C Preferred Stock and Common
Stock, voting together as a single class.

     5. Redemption. The Series Preferred is not redeemable.

     6. Protective Provisions.

          a. So long as any shares of Series  Preferred  are  outstanding,  this
     corporation  shall not without  first  obtaining  the  approval (by vote or
     written consent,  as provided by law) of the holders of at least a majority
     of the then outstanding shares of Series Preferred:

               (i) sell,  convey,  or  otherwise  dispose of or encumber  all or
          substantially  all of its  property  or  business  or  merge  into  or
          consolidate  with any other  corporation  (other  than a  wholly-owned
          subsidiary corporation) or effect any transaction or series of related
          transactions  in which  more than  fifty  percent  (50%) of the voting
          power of the corporation is disposed of;

               (ii) alter, change or amend the rights, preferences or privileges
          of the  shares of  Series  Preferred  so as to  adversely  affect  the
          shares;

               (iii) increase or decrease the authorized number of shares of any
          series of Preferred Stock;

               (iv)  increase the  presently  authorized  number of directors to
          more than eight (8);

               (v) authorize or issue,  or obligate  itself to issue,  any other
          equity  security,  including any other  security  convertible  into or
          exercisable  for any equity security (other than an issuance under the
          existing  employee  pool  of  2,370,000  shares  of  Common  Stock  or
          conversion  of any of the  corporation's  outstanding  debt to equity)
          having a  preference  over,  or being on a  parity  with,  the  Series
          Preferred with respect to voting, dividends or upon liquidation; or

               (vi) amend or waive any provision of the  corporation's  Restated
          Certificate or bylaws so as to adversely affect the shares;

               (vii)  repurchase  any of  its  Common  Stock,  except  from  any
          officer,   director  or  consultant  to  the   corporation   upon  the
          termination of service by such individual to the corporation  pursuant
          to  agreements  approved  by  the  corporation's  Board  of  Directors
          providing the corporation with the option to effect such repurchase at
          cost or fair market value.

               (viii) engage in any business other than the business  engaged in
          by the  corporation at the time of the of the first sale of the Series
          B Preferred Stock.

          b. Subject to the rights of series of  Preferred  Stock which may from
     time to time  come  into  existence,  so long as any  shares  of  Series  B
     Preferred Stock are outstanding,  this corporation  shall not without first
     obtaining the approval (by vote or written consent,  as provided by law) of
     the holders of at least a majority of the then outstanding shares of Series
     B Preferred Stock:

               (i) redeem,  repurchase  or declare a dividend with regard to any
          shares of the  corporation's  capital stock prior to a firm commitment
          underwritten  public  offering  pursuant to a  registration  statement
          under Securities Act of 1933, as amended, except for the repurchase of
          shares of the  corporation's  capital stock from employees,  officers,
          directors,  consultants or other persons  performing  services for the
          corporation or any subsidiary  pursuant to agreements  under which the
          corporation  has  the  option  to  repurchase  such  shares  upon  the
          occurrence of certain events, such as termination of employment.

     7. Status of Converted  Stock. In the event any shares of Series  Preferred
shall be converted  pursuant to Section 3 hereof,  the shares so converted shall
be  cancelled  and  shall  not be  issuable  by the  corporation.  The  Restated
Certificate of Incorporation of this corporation shall be appropriately  amended
to effect the corresponding  reduction in the corporation's  authorized  capital
stock.

C. Common Stock.

     1. Dividend  Rights.  Subject to the prior rights of holders of all classes
of stock at the time  outstanding  having  prior  rights  as to  dividends,  the
holders of the Common  Stock shall be entitled to receive,  when and as declared
by the  Board  of  Directors,  out  of any  assets  of the  corporation  legally
available  therefor,  such dividends as may be declared from time to time by the
Board of Directors.

     2. Liquidation Rights.  Upon the liquidation,  dissolution or winding up of
the corporation,  the assets of the corporation shall be distributed as provided
in Section 2 of Division (B) of this Article IV hereof.

     3. Voting  Rights.  The holder of each share of Common Stock shall have the
right to one vote, and shall be entitled to notice of any stockholders'  meeting
in accordance with the bylaws of this corporation, and shall be entitled to vote
upon such matters and in such manner as may be provided by law.

     4. Redemption. The Common Stock is not redeemable.

                                   Article V.

     A.  Exculpation.  A director  of the  corporation  shall not be  personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation Law or (iv) for any transaction  from which the director derived any
improper personal benefit.  If the Delaware General Corporation Law is hereafter
amended  to  further   reduce  or  to  authorize,   with  the  approval  of  the
corporation's   stockholders,   further  reductions  in  the  liability  of  the
corporation's  directors  for breach of fiduciary  duty,  then a director of the
corporation  shall  not be liable  for any such  breach  to the  fullest  extent
permitted by the Delaware General Corporation Law as so amended.

     B.  Indemnification.  To the  extent  permitted  by  applicable  law,  this
corporation is also authorized to provide indemnification of (and advancement of
expenses  to) such agents (and any other  persons to which  Delaware law permits
this  corporation  to  provide   indemnification)   through  bylaw   provisions,
agreements  with  such  agents  or  other  persons,   vote  of  stockholders  or
disinterested  directors  or  otherwise,  in excess of the  indemnification  and
advancement   otherwise  permitted  by  Section  145  of  the  Delaware  General
Corporation  Law,  subject  only to limits  created by  applicable  Delaware law
(statutory or non-statutory),  with respect to actions for breach of duty to the
corporation, its stock-holders, and others.

     C. Effect of Repeal or  Modification.  Any repeal or modification of any of
the foregoing  provisions of this Article V shall not adversely affect any right
or protection of a director,  officer or agent of the  corporation (or any other
person  to  which   Delaware   law   permits   this   corporation   to   provide
indemnification)  existing  at the time of, or  increase  the  liability  of any
director,  officer or agent of the corporation (or other person) with respect to
any acts or  omissions  of such  director,  officer  or agent (or other  person)
occurring prior to, such repeal or modification.



     IN WITNESS WHEREOF,  this Amended and Restated Certificate of Incorporation
has been executed as of this ___ day of March, 2001.


                         PENTECH SOLUTIONS, INC.



                         By:
                             --------------------------------------------------
                                 Thomas M. Crews, Chief Executive
                                 Officer and President
EX-99.A 89 b-401.htm RESTATE ART OF INCORP KREISS JOHNSON TECH Kreiss Johnson Technologies 
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                       KREISS JOHNSON TECHNOLOGIES, INC.,

                            a California Corporation


       The undersigned David Kreiss and John Trzeciak hereby certify that:

ONE: They are the duly elected and acting President and Secretary, respectively,
of said corporation.

TWO:  The Articles of  Incorporation  of said  corporation  shall be amended and
restated to read in full as follows:

                                   ARTICLE I.

The name of this corporation (the "Corporation") is Kreiss Johnson Technologies,
Inc.

                                   ARTICLE II.

The purpose of this  Corporation  is to engage in any lawful act or activity for
which a  corporation  may be  organized  under the  General  Corporation  Law of
California  other than the banking  business,  the trust company business or the
practice  of a  profession  permitted  to  be  incorporated  by  the  California
Corporations Code.

                                  ARTICLE III.

This  Corporation  is authorized to issue two classes of stock to be designated,
respectively, "Common Stock" and "Series A Preferred Stock." The total number of
shares which the  Corporation is authorized to issue is Six Million  (6,000,000)
shares  consisting of (a) Three Million Nine Hundred Seventy Eight Thousand Nine
Hundred Ten (3,978,910)  shares of Common Stock,  and (b) Two Million Twenty One
Thousand Ninety  (2,021,090)  shares of Preferred  Stock, of which Three Hundred
Thousand,  Five Hundred  (300,500)  shares shall be Series A Preferred Stock and
One Million Seven Hundred Twenty Thousand Five Hundred Ninety (1,720,590) shares
shall be Series B Preferred  Stock.  The Board of Directors  of the  Corporation
(the  "Board") is hereby  authorized  to fix or alter the  rights,  preferences,
privileges  and  restrictions  granted to or imposed upon  additional  series of
Preferred Stock,  and the number of shares  constituting any such series and the
designation thereof, or of any of them. The Board is also authorized to increase
or decrease  the number of shares of any series  after the issue of that series,
but not below the number of shares of such series then outstanding.  In case the
number of shares of any series shall be so  decreased,  the shares  constituting
such  decrease  shall  resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.

A.  Rights,  Preferences  and  Restrictions  of  Preferred  Stock.  The  rights,
preferences,  restrictions  and other matters relating to the Series A Preferred
Stock and Series B Preferred Stock ("Senior Stock") are as follows:

     1. Designation and Definitions

          (a)  Designation of Series.  The first series of Preferred Stock shall
     be and hereby is  designated  as Series A  Preferred  Stock (the  "Series A
     Stock")  which  shall  consist  of  Three  Hundred  Thousand  Five  Hundred
     (300,500) shares.  The second series of Preferred Stock shall be and hereby
     is  designated  as Series B Preferred  Stock (the  "Series B Stock")  which
     shall  consist of One Million Seven  Hundred  Twenty  Thousand Five Hundred
     Ninety (1,720,590) shares.

          (b)  Definitions.   The  following  terms  shall  have  the  following
     definitions:

          "Liquidation"  means (A) any  voluntary  or  involuntary  liquidation,
     dissolution or winding up of the Corporation, (B) the sale of substantially
     all of the Corporation's assets by the Corporation,  or (C) the acquisition
     of the  Corporation by another entity (other than a mere  re-incorporation)
     by means of a merger or other form of corporate reorganization in which the
     outstanding  shares of this  Corporation  are exchanged  for  securities or
     other consideration issued by or on behalf of the acquiring  corporation as
     a result of which the shareholders of the Corporation  immediately prior to
     such  transaction  hold  less  than  fifty  (50%)  percent  of  the  equity
     securities of the surviving or resulting corporation.

          "Original  Price"  shall  mean $ .832 per share for Series A Stock and
     $1.74 per share for Series B Stock.

          "Issuance  Date" shall mean with  respect to each series of  Preferred
     Stock the date on which a share of that series of Preferred Stock was first
     issued.

          "Recapitalization  Events" shall mean stock splits,  stock  dividends,
     recapitalizations,   reclassifications  and  similar  events  described  in
     Section 4.

     2. Dividend Provisions.

          (a) Series B Stock.  The  holders of shares of Series B Stock shall be
     entitled to receive,  pro rata in  accordance  with the number of shares of
     Series B Stock held by each such  holder,  upon (i) the  redemption  of the
     Series B Stock; or (ii) a Liquidation,  annual dividends, out of any assets
     legally available  therefor,  prior and in preference to any declaration or
     payment of any dividend on the Series B Stock or Common Stock,  at the rate
     of  eight  (8%)   percent  of  the   Original   Price  (as   adjusted   for
     Recapitalization  Events  described in Section 4),  payable when, as and if
     declared by the Board.  Such dividends  shall be  cumulative.  No dividends
     shall be declared or set aside for the Corporation's  common stock ("Common
     Stock"),  Series A Stock or other junior  capital  stock unless at the same
     time or prior  thereto  all accrued  and unpaid  dividends  on the Series B
     Stock,  shall be declared,  set aside and paid on all the then  outstanding
     shares of Series B Stock.  In the event that funds  legally  available  for
     distribution  are insufficient to fully pay the dividend due and payable on
     such Series B Stock to all holders of outstanding  Series B Stock, then all
     funds legally  available for  distribution  shall be paid to the holders of
     shares of Series B Stock pro rata in  accordance  with the number of shares
     of Series B Stock held by each such holder.

          (b)  Series A Stock.  Dividends  shall be  payable  to the  holders of
     Series A Stock, out of funds legally  available  therefor,  when, as and if
     declared by the Board acting in its sole  discretion.  All dividends on the
     Series A Stock shall be non-cumulative.

     3. Liquidation.

          (a) Series B Stock.  In the event of any  Liquidation,  the holders of
     shares of Series B Stock then outstanding  shall be entitled to be paid out
     of  the  assets  of  the  Corporation  available  for  distribution  to its
     shareholders, before payment to the holders of Series A Stock, Common Stock
     or other junior capital stock,  by reason of their  ownership  thereof,  an
     amount equal to the Original  Price for each share of Series B Stock,  plus
     an amount equal to all  dividends  declared or accrued and not paid on such
     share of Series B. If upon any such Liquidation the remaining assets of the
     Corporation  available  for  distribution  to  its  shareholders  shall  be
     insufficient to pay the holders of shares of Series B Stock the full amount
     to which they shall be  entitled  under the  preceding  sentence,  then the
     entire assets of the Corporation  shall be distributed among the holders of
     shares of Series B Stock  ratably in  proportion  to the shares of Series B
     Stock held by such holders.  The Series B  Liquidation  Price is subject to
     adjustment  for the  Recapitalization  Events  set forth in  Section 4. The
     amount  determined  under this Section 3(a) is referred to as the "Series B
     Liquidation Price".

          (b) Series A Stock. Subject to the payment of all preferential amounts
     required  to be paid to the  holders of Series B Stock  pursuant to Section
     3(a),  upon the  Liquidation of the  Corporation,  the holders of shares of
     Series A Stock  then  outstanding  shall be  entitled  to  receive,  before
     payment to the holders of Common Stock or other junior  capital  stock,  by
     reason of their  ownership  thereof,  an amount equal to the Original Price
     for each  share of  Series A Stock  plus an amount  equal to all  dividends
     declared  or  accrued  and not paid on such  share of  Series A Stock  (the
     "Series A Liquidation  Price").  If upon any such Liquidation the remaining
     assets of the Corporation  available for distribution to its  shareholders,
     after the  payment to the  holders of Series B Stock as provided in Section
     3(a),  shall be insufficient to pay the holders of shares of Series A Stock
     the full amount to which they shall be entitled,  then the entire remaining
     assets of the Corporation  shall be distributed among the holders of shares
     of Series A Stock  ratably  in  proportion  to the shares of Series A Stock
     held by such  holders.  The  Series  A  Liquidation  Price  is  subject  to
     adjustment for the Recapitalization Events set forth in Section 4.

          (c) Common Stock.  Subject to the payment of all preferential  amounts
     required  to be paid to the holders of Series B Stock and Series A Stock as
     set  forth  in  Sections  3(a)  and  3(b),  upon  the  Liquidation  of  the
     Corporation, the holders of shares of Series B Stock then outstanding shall
     participate  with  holders  of  Common  Stock  then  outstanding  as to the
     remaining  assets  of the  Corporation  available  for  distribution,  on a
     proportionate  basis as though  the  holders of the Series B Stock were the
     holders  of shares of Common  Stock of the  Corporation  into  which  their
     shares of Series B Stock are  convertible  as of the record  date fixed for
     the  determination  of the  holders  of  Common  Stock  of the  Corporation
     entitled to receive such distribution.

          (d) Valuation. If upon a Liquidation the consideration received by the
     Corporation  is other than cash,  its value will be deemed its fair  market
     value. Any securities shall be valued as follows:

               (i) Securities not subject to investment  letter or other similar
          restrictions on free marketability:

                    (A)  If  traded  on  a   securities   exchange   or  through
               NASDAQ-NMS,  the value  shall be deemed to be the  average of the
               closing prices of the securities on such exchange over the 30-day
               period ending three (3) days prior to the closing;

                    (B) If actively traded over-the-counter,  the value shall be
               deemed  to be the  average  of the  closing  bid or  sale  prices
               (whichever is applicable) over the 30-day period ending three (3)
               days prior to the closing; and

                    (C) If there is no active public market,  the value shall be
               the fair market value thereof, as determined in good faith by the
               Board

                         (ii) The method of valuation of  securities  subject to
                    investment   letter   or   other    restrictions   on   free
                    marketability  (other than  restrictions  arising  solely by
                    virtue of a  shareholder's  status as an affiliate or former
                    affiliate) shall be to make an appropriate discount from the
                    market value  determined  as above in (i) (A), (B) or (C) to
                    reflect  the  approximate  fair  market  value  thereof,  as
                    mutually determined in good faith by the Board.

     4. Conversion. The holders of the Senior Stock shall have conversion rights
as follows (the "Conversion Rights"):

          (a) Right to Convert. Each share of Senior Stock shall be convertible,
     at the  option of the  holder  thereof,  at any time and from time to time,
     into such number of fully paid and nonassessable  shares of Common Stock as
     is determined by dividing (i) the Original  Price of such share by (ii) the
     Conversion  Price  (as  defined  below)  determined  as of such  time  (the
     "Conversion  Rate"). In the event of a Liquidation of the Corporation,  the
     Conversion Rights shall terminate at the close of business on the last full
     day preceding  the date fixed for the payment of any amounts  distributable
     on Liquidation to the holders of Senior Stock.  The  "Conversion  Price" at
     which shares of Common Stock shall be  deliverable  upon  conversion of the
     Series A Stock  without  the  payment of  additional  consideration  by the
     holder thereof as of the date hereof shall be $.832. The "Conversion Price"
     at which shares of Common Stock shall be deliverable upon conversion of the
     Series B Stock  without  the  payment of  additional  consideration  by the
     holder thereof as of the date hereof shall be $1.74.  Such Conversion Price
     and the rate at which shares of Senior  Stock may be converted  into shares
     of Common Stock, shall be subject to adjustment as provided in this Section
     4.

          (b) Automatic  Conversion.  The Senior Stock then outstanding shall be
     automatically  converted  into shares of Common Stock at the then effective
     Conversion  Rate  (a)   immediately   upon  the  closing  of  an  effective
     registration  statement  under  the  Securities  Act of 1933,  as  amended,
     covering  the  initial  offer and sale of Common  Stock to the public at an
     offering  price of (a) (i) for the period  commencing on the date of filing
     of these Restated Articles of Incorporation and continuing for a three year
     period  thereafter,  at least $6.96 per share of Common  Stock  (subject to
     appropriate  adjustment in the event of any  Recapitalization  Event), (ii)
     for the period commencing three years following the date of filing of these
     Restated  Articles of  Incorporation  and continuing  thereafter,  at least
     $5.22 per share of Common Stock (subject to  appropriate  adjustment in the
     event of any  Recapitalization  Event), with aggregate proceeds of at least
     $10,000,000;  or (b) as to Series B Stock,  in the  event of a  Liquidation
     pursuant to which,  in the absence of any preference and with all shares of
     Senior  Stock  participating  on an as-if  converted  basis,  the  proceeds
     distributable  to the holders of Series B Stock would exceed five times the
     Series B Liquidation Price; or (c) as to a series of Senior Stock, upon the
     vote or consent of a majority of the then outstanding shares of such series
     of Senior Stock.

          (c) Mechanics of  Conversion.  Before any holder of Senior Stock shall
     be entitled to convert  the same into  shares of Common  Stock  pursuant to
     subsection  4(a),  he  shall  surrender  the  certificate  or  certificates
     therefor,  duly  endorsed,  at the  office  of this  Corporation  or of any
     transfer agent for the Senior Stock,  and shall give written notice to this
     Corporation at its principal  corporate  office, of the election to convert
     the same and shall state therein the name or names in which the certificate
     or  certificates  for  shares  of  Common  Stock  are  to be  issued.  This
     Corporation shall, as soon as practicable thereafter,  issue and deliver at
     such office to such holder of Senior Stock, a certificate  or  certificates
     for the  number of shares of Common  Stock to which  such  holder  shall be
     entitled.  Such  conversion  shall be deemed to have been made  immediately
     prior to the close of business on the date of such  surrender of the shares
     of Senior  Stock to be  converted,  and the person or persons  entitled  to
     receive the shares of Common Stock issuable upon such  conversion  shall be
     treated for all purposes as the record  holder or holders of such shares of
     Common Stock as of such date. If the  conversion  is in connection  with an
     underwritten  offering of securities  registered pursuant to the Securities
     Act of 1933,  the  conversion  may,  at the option of any holder  tendering
     Senior  Stock for  conversion,  be  conditioned  upon the closing  with the
     underwriters of the sale of securities pursuant to such offering,  in which
     event the person(s) entitled to receive the Common Stock upon conversion of
     the Senior  Stock shall not be deemed to have  converted  such Senior Stock
     until immediately prior to the closing of such sale of securities.

          (d) Conversion Price  Adjustments of Senior Stock for Certain Dilutive
     Issuances,  Recapitalization  Events.  The  Conversion  Price of the Senior
     Stock shall be subject to adjustment from time to time as follows:

               (i)

                    (A) If the  Corporation  shall  issue,  after  the date upon
               which any shares of a series of Senior  Stock  were first  issued
               (the "Purchase Date" with respect to such series), any Additional
               Stock  (as  defined  below)  without   consideration   or  for  a
               consideration  per share less than the Conversion  Price for such
               series  of  Senior  Stock  in  effect  immediately  prior  to the
               issuance of such Additional  Stock, the Conversion Price for such
               series of Senior Stock in effect  immediately  prior to each such
               issuance shall  forthwith  (except as otherwise  provided in this
               clause (i)) be adjusted to a price determined by multiplying such
               Conversion  Price by a fraction,  the numerator of which shall be
               the  number of shares of  Common  Stock  outstanding  immediately
               prior to such  issuance plus the number of shares of Common Stock
               that the aggregate  consideration received by the Corporation for
               the total  number  shares  of  Additional  Stock so issued  would
               purchase at such Conversion  Price;  and the denominator of which
               shall  be the  number  of  shares  of  Common  Stock  outstanding
               immediately  prior to such  issuance plus the number of shares of
               such Additional Stock so issued.

                    (B) No  adjustment  of the  Conversion  Price for the Senior
               Stock  shall be made in an amount  less than one cent per  share,
               provided that any  adjustments  which are not required to be made
               by reason of this sentence shall be carried  forward and shall be
               either taken into account in any subsequent adjustment made prior
               to three  years  from the date of the  event  giving  rise to the
               adjustment being carried forward,  or shall be made at the end of
               three  years  from  the  date  of the  event  giving  rise to the
               adjustment  being carried  forward.  Except to the limited extent
               provided for in subsections  (E)(3) and (E)(4),  no adjustment of
               such Conversion  Price pursuant to this subsection  4(d)(i) shall
               have the effect of  increasing  the  Conversion  Price  above the
               Conversion Price in effect immediately prior to such adjustment.

                    (C) In the case of the  issuance  of Common  Stock for cash,
               the  consideration  shall be deemed to be the amount of cash paid
               therefor before deducting any reasonable  discounts,  commissions
               or other expenses  allowed,  paid or incurred by this corporation
               for any underwriting or otherwise in connection with the issuance
               and sale thereof.

                    (D) In the case of the  issuance  of the Common  Stock for a
               consideration   in  whole  or  in  part  other  than  cash,   the
               consideration  other  than  cash  shall be  deemed to be the fair
               value  thereof as  determined  by the Board  irrespective  of any
               accounting treatment.

                    (E) In the case of the issuance (whether before, on or after
               the applicable Purchase Date) of options to purchase or rights to
               subscribe for Common Stock, securities by their terms convertible
               into or  exchangeable  for Common Stock or options to purchase or
               rights  to  subscribe  for  such   convertible  or   exchangeable
               securities, the following provisions shall apply for all purposes
               of this subsection 4(d)(i) and subsection 4(d)(ii):

                    (1) The aggregate  maximum  number of shares of Common Stock
               deliverable  upon  exercise of such options to purchase or rights
               to subscribe for Common Stock shall be deemed to have been issued
               at the  time  such  options  or  rights  were  issued  and  for a
               consideration  equal  to  the  consideration  (determined  in the
               manner provided in subsections 4(d)(i)(C) and (d)(i)(D)), if any,
               received by the Corporation  upon the issuance of such options or
               rights plus the minimum  exercise  price provided in such options
               or rights for the Common Stock covered thereby.

                    (2) The aggregate  maximum  number of shares of Common Stock
               deliverable  upon  conversion  of or in  exchange  for  any  such
               convertible  or  exchangeable  securities or upon the exercise of
               options to purchase or rights to subscribe  for such  convertible
               or exchangeable  securities and subsequent conversion or exchange
               thereof  shall be  deemed  to have  been  issued at the time such
               securities  were issued or such options or rights were issued and
               for a consideration equal to the consideration,  if any, received
               by the Corporation for any such securities and related options or
               rights  (excluding  any  cash  received  on  account  of  accrued
               interest  or  accrued  dividends),  plus the  minimum  additional
               consideration, if any, to be received by the Corporation upon the
               conversion or exchange of such  securities or the exercise of any
               related options or rights (the  consideration  in each case to be
               determined in the manner  provided in subsections  4(d)(i)(C) and
               4(d)(i)(D)).

                    (3) In the event of any  change  in the  number of shares of
               Common Stock deliverable or in the consideration  payable to this
               Corporation  upon  exercise  of such  options  or  rights or upon
               conversion of or in exchange for such convertible or exchangeable
               securities,  including,  but not limited  to, a change  resulting
               from the antidilution provisions thereof, the Conversion Price of
               the  Senior  Stock,  to the  extent  in any  way  affected  by or
               computed  using  such  options,  rights or  securities,  shall be
               recomputed  to reflect  such  change,  but no further  adjustment
               shall be made for the  actual  issuance  of  Common  Stock or any
               payment  of such  consideration  upon  the  exercise  of any such
               options  or  rights  or  the   conversion  or  exchange  of  such
               securities.

                    (4) Upon the  expiration of any such options or rights,  the
               termination  of any such  rights to  convert or  exchange  or the
               expiration of any options or rights  related to such  convertible
               or exchangeable  securities,  the Conversion  Price of the Senior
               Stock,  to the extent in any way  affected by or  computed  using
               such options,  rights or securities or options or rights  related
               to such  securities,  shall be recomputed to reflect the issuance
               of only the number of shares of Common Stock (and  convertible or
               exchangeable  securities  which remain in effect) actually issued
               upon the exercise of such options or rights,  upon the conversion
               or  exchange  of such  securities  or upon  the  exercise  of the
               options or rights related to such securities.

                    (5) The number of shares of Common Stock  deemed  issued and
               the  consideration  deemed paid therefor  pursuant to subsections
               4(d)(i)(E)(1) and (2) shall be appropriately  adjusted to reflect
               any change,  termination  or expiration of the type  described in
               either subsection 4(d)(i)(E)(3) or (4).

                         (ii) "Additional Stock" shall mean any shares of Common
                    Stock  issued (or  deemed to have been  issued  pursuant  to
                    subsection   4(d)(i)(E))  by  this  corporation   after  the
                    Purchase Date other than:

                         (A)  Common  Stock  issued  pursuant  to a  transaction
                    described in subsection 4(d)(iii) hereof,

                         (B) the grant or exercise of options to purchase or the
                    issuance of shares of Common Stock to employees,  directors,
                    or  consultants  of  this  Corporation  pursuant  to (i) the
                    Kreiss Johnson Technologies, Inc. 1998 Stock Option Plan, or
                    any other stock option or stock  purchase  plan  approved by
                    the Board and a majority of the  shareholders of the Company
                    voting  together  as a single  class;  (ii) the  exercise of
                    options to purchase  83,325 shares of Common Stock  pursuant
                    to that certain Stock Option  Agreement dated as of March 1,
                    1998 between the Corporation and John Trzeciak; or (iii) the
                    issuance  to,  or  exercise  of  warrants  held by,  Cinergy
                    Ventures, II, LLC.

                         (iii) In the event the  Corporation  should at any time
                    or from time to time  after the  Purchase  Date fix a record
                    date for the  effectuation  of a split or subdivision of the
                    outstanding  shares of Common Stock or the  determination of
                    holders of Common  Stock  entitled  to receive a dividend or
                    other  distribution  payable in additional  shares of Common
                    Stock or other  securities  or rights  convertible  into, or
                    entitling  the  holder   thereof  to  receive   directly  or
                    indirectly,  additional shares of Common Stock  (hereinafter
                    referred to as "Common Stock  Equivalents")  without payment
                    of any  consideration  by such  holder  for  the  additional
                    shares  of  Common  Stock or the  Common  Stock  Equivalents
                    (including  the  additional  shares of Common Stock issuable
                    upon  conversion  or  exercise  thereof),  then,  as of such
                    record  date  (or the  date of such  dividend  distribution,
                    split  or  subdivision  if no  record  date is  fixed),  the
                    Conversion  Price of the Senior Stock shall be appropriately
                    decreased  so that the  number of  shares  of  Common  Stock
                    issuable  on  conversion  of each share of each such  series
                    shall be increased  in  proportion  to such  increase of the
                    aggregate  of shares of Common Stock  outstanding  and those
                    issuable with respect to such Common Stock  Equivalents with
                    the number of shares  issuable  with respect to Common Stock
                    Equivalents  determined  from  time to  time  in the  manner
                    provided for deemed issuances in subsection 4(d)(i)(E).

                         (iv)  If  the   number  of   shares  of  Common   Stock
                    outstanding at any time after the Purchase Date is decreased
                    by a combination of the outstanding  shares of Common Stock,
                    then,  following  the record date of such  combination,  the
                    Conversion Price for the Senior Stock shall be appropriately
                    increased  so that the  number of  shares  of  Common  Stock
                    issuable  on  conversion  of each share of each such  series
                    shall  be  decreased  in  proportion  to  such  decrease  in
                    outstanding shares.

                         (e) Other Distributions.  In the event this Corporation
                    shall declare a distribution  payable in securities of other
                    persons,   evidences   of   indebtedness   issued   by  this
                    corporation  or  other  persons,   assets   (excluding  cash
                    dividends)   or  options  or  rights  not   referred  to  in
                    subsection  4(d)(iii),  then,  in  each  such  case  for the
                    purpose of this  subsection  4(e), the holders of the Senior
                    Stock shall be entitled to a proportionate share of any such
                    distribution  as though  they were the holders of the number
                    of shares  of Common  Stock of the  Corporation  into  which
                    their  shares of  Senior  Stock  are  convertible  as of the
                    record  date fixed for the  determination  of the holders of
                    Common  Stock of the  Corporation  entitled to receive  such
                    distribution.

                         (f)  Recapitalizations.  If at any time or from time to
                    time there shall be a  recapitalization  of the Common Stock
                    (other than a Liquidation  or  subdivision,  combination  or
                    merger or sale of assets transaction  provided for elsewhere
                    in this  Section  4)  provision  shall  be made so that  the
                    holders of the Senior Stock shall  thereafter be entitled to
                    receive  upon  conversion  of the Senior Stock the number of
                    shares  of stock  or other  securities  or  property  of the
                    corporation or otherwise,  to which a holder of Common Stock
                    deliverable upon conversion would have been entitled on such
                    recapitalization.  In any such case,  appropriate adjustment
                    shall be made in the  application  of the provisions of this
                    Section 4 with  respect to the rights of the  holders of the
                    Senior Stock after the  recapitalization to the end that the
                    provisions  of this Section 4 (including  adjustment  of the
                    Conversion  Price  then in effect  and the  number of shares
                    purchasable  upon  conversion  of the Senior Stock) shall be
                    applicable  after that event as nearly  equivalent as may be
                    practicable.

                         (g)  No  Impairment.  This  Corporation  will  not,  by
                    amendment  of its Articles of  Incorporation  or through any
                    reorganization,   recapitalization,   transfer   of  assets,
                    consolidation,   merger,  dissolution,   issue  or  sale  of
                    securities or any other voluntary  action,  avoid or seek to
                    avoid the  observance or  performance of any of the terms to
                    be observed or performed hereunder by this corporation,  but
                    will at all times in good faith  assist in the  carrying out
                    of all the provisions of this Section 4 and in the taking of
                    all such action as may be necessary or  appropriate in order
                    to  protect  the  Conversion  Rights of the  holders  of the
                    Senior Stock against impairment.

                         (h)  No  Fractional   Shares  and   Certificate  as  to
                    Adjustments.

                         (i) No  fractional  shares  shall  be  issued  upon the
                    conversion of any share or shares of the Senior  Stock,  and
                    the number of shares of Common  Stock to be issued  shall be
                    rounded  to  the  nearest   whole  share.   Whether  or  not
                    fractional shares are issuable upon such conversion shall be
                    determined  on the  basis of the  total  number of shares of
                    Senior  Stock  the  holder  is at the time  converting  into
                    Common  Stock and the  number  of  shares  of  Common  Stock
                    issuable upon such aggregate conversion.

                         (ii)  Upon  the   occurrence  of  each   adjustment  or
                    readjustment  of the Conversion  Price of a series of Senior
                    Stock pursuant to this Section 4, this  Corporation,  at its
                    expense,   shall   promptly   compute  such   adjustment  or
                    readjustment in accordance with the terms hereof and prepare
                    and  furnish  to each  holder  of the  applicable  series of
                    Senior Stock a certificate  setting forth such adjustment or
                    readjustment and showing in detail the facts upon which such
                    adjustment or readjustment is based. This Corporation shall,
                    upon the written request at any time of any holder of Senior
                    Stock,  furnish or cause to be  furnished  to such  holder a
                    like  certificate  setting  forth  (A) such  adjustment  and
                    readjustment,  (B) the  Conversion  Price for such series of
                    Senior  Stock at the time in  effect,  and (C) the number of
                    shares of  Common  Stock and the  amount,  if any,  of other
                    property  which  at the  time  would  be  received  upon the
                    conversion of a share of Senior Stock.

                         (i) Notices of Record Date.  In the event of any taking
                    by this  Corporation of a record of the holders of any class
                    of  securities  for the purpose of  determining  the holders
                    thereof who are entitled to receive any dividend (other than
                    a  cash  dividend)  or  other  distribution,  any  right  to
                    subscribe for,  purchase or otherwise  acquire any shares of
                    stock of any class or any other  securities or property,  or
                    to receive any other right,  this Corporation  shall mail to
                    each holder of Senior  Stock,  at least 20 days prior to the
                    date  specified  therein,  a notice  specifying  the date on
                    which any such record is to be taken for the purpose of such
                    dividend,   distribution  or  right,   and  the  amount  and
                    character of such dividend, distribution or right.

                         (j) Reservation of Stock Issuable Upon Conversion. This
                    Corporation  shall at all times  reserve and keep  available
                    out of its authorized  but unissued  shares of Common Stock,
                    solely for the purpose of effecting  the  conversion  of the
                    shares of the  Senior  Stock,  such  number of its shares of
                    Common  Stock as shall  from time to time be  sufficient  to
                    effect  the  conversion  of all  outstanding  shares  of the
                    Senior  Stock;  and if at any time the number of  authorized
                    but unissued  shares of Common Stock shall not be sufficient
                    to effect the conversion of all then  outstanding  shares of
                    the Senior  Stock,  in  addition  to such other  remedies as
                    shall be available to the holder of such Senior Stock,  this
                    Corporation  will take such corporate  action as may, in the
                    opinion  of  its  counsel,  be  necessary  to  increase  its
                    authorized  but  unissued  shares  of  Common  Stock to such
                    number of shares as shall be sufficient  for such  purposes,
                    including,  without limitation,  engaging in best efforts to
                    obtain the requisite  shareholder  approval of any necessary
                    amendment to these articles.

                         (k) Notices.  Any notice  required by the provisions of
                    this  Section  4 to be given to the  holders  of  shares  of
                    Senior  Stock  shall be  deemed  given if  deposited  in the
                    United States mail,  postage prepaid,  and addressed to each
                    holder of record at his  address  appearing  on the books of
                    this corporation.

          5. Voting Rights.

               (a)  Generally.  The holder of each share of Senior  Stock  shall
          have the right to one vote for each  share of Common  Stock into which
          such share of Senior Stock could then be  converted,  and with respect
          to such vote,  such holder  shall have full  voting  rights and powers
          equal to the voting  rights and powers of the holders of Common Stock,
          and shall be entitled, notwithstanding any provision hereof, to notice
          of any  shareholders'  meeting in  accordance  with the bylaws of this
          Corporation,  and except as to the election of directors for which the
          holders  of Common  Stock have the right to vote  pursuant  to Section
          5(b)(iii),  shall be entitled to vote, together with holders of Common
          Stock, with respect to any question upon which holders of Common Stock
          have the  right to vote.  Fractional  votes  shall  not,  however,  be
          permitted  and  any   fractional   voting   rights   available  on  an
          as-converted  basis (after aggregating all shares into which shares of
          Senior Stock held by each holder could be converted)  shall be rounded
          to the nearest whole number (with one-half being rounded upward).

               (b) Election of Directors. The number of directors shall be fixed
          as provided in the Corporation's  bylaws.  As of the date hereof,  the
          number of directors so fixed shall be five who shall be nominated  and
          elected as follows.

                    (i) So long as the  holders  of Series B Stock hold at least
               430,150  outstanding  shares of Series B Stock (as  adjusted  for
               Recapitalization  Events  described in Section 4), the holders of
               Series B Stock voting as a class shall have the right to nominate
               and elect two (2) individuals to be a director; if the holders of
               Series B Stock  holds at least  86,830 but not more than  430,149
               outstanding   shares  of  Series  B  Stock   (as   adjusted   for
               Recapitalization  Events  described  in Section 4), such  holders
               shall then be entitled to  nominate  and elect one (1)  director,
               with the then  remaining  director(s) to be nominated and elected
               by  the  holders  of  Common  Stock  as  provided  in  subsection
               5(b)(iii)  below.  Each director duly elected to the Board by the
               holders of Series B Stock in  accordance  with this Section shall
               be  subject  to  removal  only at the  request  of  holders  of a
               majority of the shares of the Series B Stock;

                    (ii) So long as S.L. Industries, Inc. holds at least 150,250
               shares of Series A Stock (as adjusted for Recapitalization Events
               described  in Section 4), the holders of Series A Stock voting as
               a class  shall  have the  right to  nominate  and  elect  one (1)
               individual to be a director,  and if S.L. Industries,  Inc, holds
               less  than  150,250  outstanding  shares  of  Series A Stock  (as
               adjusted for Recapitalization Events described in Section 4), the
               director to be elected pursuant to this subsection 5(b)(ii) shall
               be  nominated  and  elected  by the  holders  of Common  Stock as
               provided  in  subsection  5(b)(iii)  below.  Each  director  duly
               elected  to the  Board  by the  holders  of  Series  A  Stock  in
               accordance  with this Section shall be subject to removal only at
               the  request of  holders of a majority  of the shares of Series A
               Stock; and

                    (iii)  Subject to the  provisions  increasing  the number of
               directors  to be  elected  by the  holders  of  Common  Stock  as
               provided in  subsections  5(b)(i) and (ii) above,  the holders of
               Common  Stock voting as a class shall have the right to elect two
               (2)  individuals to be a director.  Each director duly elected to
               the Board in  accordance  with this  Section  shall be subject to
               removal  only at the  request of  holders  of a  majority  of the
               shares of Common Stock.

          6. Protective Provisions.

               (a) Series A Stock.  After the  Purchase  Date and so long as any
          shares of Series A Stock are outstanding,  this Corporation  shall not
          without first obtaining the approval (by vote or written  consent,  as
          provided  by law) of the  holders of at least a  majority  of the then
          outstanding shares of Series A Stock:

                    (i) alter or change the rights, preferences or privileges of
               the  shares  of  Series A Stock  so as to  affect  adversely  the
               shares;

                    (ii)  increase or decrease  (other than by  conversion)  the
               total number of authorized shares of Series A Stock; or

                    (iii) authorize or issue,  or obligate itself to issue,  any
               other equity security,  including any other security  convertible
               into or exercisable  for any equity  security having a preference
               over, or being on a parity with,  the Series A Stock with respect
               to voting, dividends or upon Liquidation.

               (b) Series B Stock; Basic Rights.  After the Purchase Date and so
          long as any shares of Series B Stock are outstanding, this Corporation
          shall not without  first  obtaining  the  approval (by vote or written
          consent,  as provided by law) of the holders of at least sixty-six and
          two thirds percent (66 2/3%) the then  outstanding  shares of Series B
          Stock:

                    (i) alter or change the rights, preferences or privileges of
               the  shares  of  Series B Stock  so as to  affect  adversely  the
               shares;

                    (ii)  increase or decrease  (other than by  conversion)  the
               total number of authorized shares of Series B Stock; or

                    (iii) authorize or issue,  or obligate itself to issue,  any
               other equity security,  including any other security  convertible
               into or exercisable  for any equity  security having a preference
               over, or being on a parity with,  the Series B Stock with respect
               to voting, dividends or upon Liquidation.

               (c) Series B Stock;  Special Rights.  After the Purchase Date and
          so  long as the  holders  of  Series  B Stock  hold at  least  430,150
          outstanding shares of Series B Stock (as adjusted for Recapitalization
          Events  described  in Section 4), this  Corporation  shall not without
          first obtaining the approval (by vote or written consent,  as provided
          by law) of the holders of at least  sixty-six  and two thirds  percent
          (66 2/3%) of the then outstanding shares of Series B Stock:

                    (i)  consummate  a  transaction  the  result of which  would
               result in a Liquidation;

                    (ii)  redeem,  purchase  or  otherwise  acquire any share or
               shares of  Preferred  Stock or Common Stock or declare a dividend
               with  regard  to  any  security  (or  securities  convertible  or
               exchangeable  into,  or  exercisable  for, a  Corporation  equity
               interest);  provided,  however,  that this restriction  shall not
               apply to the repurchase of shares of Common Stock from employees,
               officers,  directors,  consultants  or other  persons  performing
               services  for  the  Corporation  or any  subsidiary  pursuant  to
               agreements   under  which  the  Corporation  has  the  option  to
               repurchase  such  shares,  as  approved  by  the  Board,  or  the
               repurchase  of shares  pursuant to that certain  Investor  Rights
               Agreement by and between the  Corporation  and its  shareholders,
               dated as of December 4, 1998, as amended;

                    (iii) amend the  Corporation's  Articles of Incorporation or
               Bylaws  in a  manner  which  adversely  affects  in any  material
               respect  the  Series  B  Stock,   provided,   however,  that  the
               Corporation may amend its Articles of  Incorporation  in order to
               authorize  securities  which are junior with respect to dividends
               and  liquidation  rights  to  the  Series  B  Stock  and/or  debt
               securities;

                    (iv)  change  the  authorized  number  of  directors  of the
               Corporation;

                    (v) expand into a new business unrelated to the development,
               marketing  and  sale  of  power  quality  software  products  and
               services;

                    (vi)  engage  in asset or equity  acquisitions  in excess of
               $200,000;

                    (vii) incur indebtedness in excess of $250,000;

                    (viii) engage in any transaction with a shareholder, officer
               or director of the Corporation  unless such transaction is in the
               ordinary  course  of  business  upon  terms  which  are  no  less
               favorable to the  Corporation  than could  reasonably be expected
               (as  determined  by the Board ) to be  obtained  in a  comparable
               transaction with an unrelated party; or

                    (ix) the appointment, dismissal or compensation arrangements
               for executive officers following the date hereof.

     At such time as the holders of Series B Stock fail to hold at least 215,075
shares of Series B Stock (as adjusted for  Recapitalization  Events described in
Section  4), the right to approve the  matters  set forth in this  Section  6(c)
(iii) through (ix) shall terminate.

          B. Common Stock.

               1. Dividend Rights. Subject to the prior rights of holders of all
          classes of stock at the time  outstanding  having  prior  rights as to
          dividends,  the  holders  of the Common  Stock  shall be  entitled  to
          receive,  when and as declared by the Board of  Directors,  out of any
          assets of the corporation legally available  therefor,  such dividends
          as may be declared from time to time by the Board of Directors.

               2.  Liquidation  Rights.  Upon the  liquidation,  dissolution  or
          winding up of the Corporation,  the assets of the Corporation shall be
          distributed  as provided in Section 3 of Division  (A) of this Article
          III hereof.

               3. Redemption. The Common Stock is not redeemable.

               4. Voting Rights.  The holder of each share of Common Stock shall
          have the right to one vote,  and  shall be  entitled  to notice of any
          shareholders'   meeting  in   accordance   with  the  bylaws  of  this
          Corporation,  and shall be entitled  to vote upon such  matters and in
          such manner as may be provided by law.

                                   ARTICLE IV.

          A. The  liability of the  directors of this  Corporation  for monetary
     damages  shall  be  eliminated  to the  fullest  extent  permissible  under
     California law.

          B. This Corporation is authorized to provide indemnification of agents
     (as defined in Section 317 of the  California  Corporations  Code)  through
     bylaw  provisions,  agreements  with the agents,  vote of  shareholders  or
     disinterested  directors,  or  otherwise  in excess of the  indemnification
     otherwise  permitted by Section 317 of the  California  Corporations  Code,
     subject  only  to  applicable  limits  set  forth  in  Section  204  of the
     California  Corporations Code with respect to actions for breach of duty to
     the Corporation and its shareholders.

          THREE: The foregoing amendment has been approved by the Board.

          FOUR:  The  foregoing  amendment  was  approved  by the holders of the
     requisite  number of shares of said corporation in accordance with Sections
     902 and 903 of the California General  Corporation Law; the total number of
     outstanding  shares of each  class  entitled  to vote with  respect  to the
     foregoing  amendment was 750,000  shares of Common Stock and 300,500 shares
     of Series A Preferred  Stock.  The number of shares  voting in favor of the
     foregoing  amendment  equaled or exceeded the vote required,  such required
     vote  being a  majority  of the  outstanding  shares of Common  Stock and a
     majority of the outstanding shares of Series A Preferred Stock.

         Executed at San Diego, California, on October 3, 2001.



                                      -------------------------------------
                                      David Kreiss, President


                                      -------------------------------------
                                      John Trzeciak, Secretary

                       VERIFICATION BY WRITTEN DECLARATION


     The undersigned,  David Kreiss,  declares this 3rd day of October 2001, at
San Diego,  County of San Diego,  State of California,  under penalty of perjury
under  the laws of the  State  of  California  that he has  read  the  foregoing
certificate and knows the contents  thereof and that the same is true of his own
knowledge.

                                      -----------------------------------

                                      David Kreiss, President

     The undersigned,  John Trzeciak, declares this 3rd day of October 2001, at
San Diego,  County of San Diego,  State of California,  under penalty of perjury
under  the laws of the  State  of  California  that he has  read  the  foregoing
certificate and knows the contents  thereof and that the same is true of his own
knowledge.

                                     -----------------------------------

                                     John Trzeciak, Secretary
EX-99.2A 90 b-403.htm A & R ART OF INCORP CATALYTIC SOLUTIONS Catalytic Solutions 
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                            CATALYTIC SOLUTIONS, INC.
                            a California Corporation


     The undersigned certify that:

1.  They  are  the  President  and the  Secretary,  respectively,  of  Catalytic
Solutions, Inc., a California corporation.

2. This  corporation  has  determined to authorize  additional  shares of Common
Stock and Preferred  Stock and to create a new series of Preferred Stock of this
corporation to be designated as Series C Preferred Stock to replace the existing
Series C Preferred Stock of this corporation and, in connection  therewith,  the
Articles of  Incorporation  of this corporation are amended and restated to read
as follows:

                                        I

            The name of this corporation is Catalytic Solutions, Inc.

                                       II

     The purpose of this  corporation is to engage in any lawful act or activity
for which a corporation  may be organized  under the General  Corporation Law of
California  other than the banking  business,  the trust company business or the
practice  of a  profession  permitted  to  be  incorporated  by  the  California
Corporations Code.

                                       III

     This  corporation  is  authorized  to  issue  two  classes  of  stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of  shares  which  this  corporation  is  authorized  to  issue  is Ten  Million
(10,000,000)  shares,  Seven Million Five Hundred Thousand (7,500,000) shares of
which shall be Common  Stock (the  "Common  Stock") and Two Million Five Hundred
Thousand  (2,500,000)  shares of which shall be Preferred  Stock (the "Preferred
Stock"),  each having no par value. The first series of Preferred Stock shall be
designated  Series A Preferred  Stock and shall consist of One Hundred  Thousand
(100,000)  shares (such series of Preferred  Stock being  sometimes  referred to
herein as "Series A Preferred").  The second series of Preferred  Stock shall be
designated Series B Preferred Stock and shall consist of One Hundred Thirty-Nine
Thousand  (139,000)  shares  (such  series of  Preferred  Stock being  sometimes
referred to herein as "Series B Preferred"). The third series of Preferred Stock
shall be designated  Series C Preferred  Stock and shall consist of One Million,
Nine  Hundred  and Thirty  Five  Thousand  (1,935,000)  shares  (such  series of
Preferred Stock being sometimes referred to herein as "Series C Preferred"). The
relative rights, preferences,  privileges and restrictions granted to or imposed
upon the Series A Preferred,  Series B Preferred  and Series C Preferred  are as
follows (any reference herein below to "Preferred  Stock" shall include Series A
Preferred,  Series B Preferred,  Series C Preferred and all additional series of
Preferred Stock which may be designated in the future):

     1. Dividend Rights of Preferred Stock.

     1.1 Series C Preferred.  The holders of the outstanding  Series C Preferred
shall  be  entitled  to  receive,  when,  as and if  declared  by the  Board  of
Directors,  out of any assets at the time legally available therefor,  dividends
for each  share,  payable in cash at a rate per annum  equal to 8% of $17.75 per
share of Series C Preferred ("Accruing Dividends"). To the extent declared, such
dividends  shall be payable on a monthly basis, to the holders of record as they
appear on the register of this  corporation for the shares of Series C Preferred
five (5) business days prior to such dividend payment date.  Accruing  Dividends
shall be  cumulative  and shall accrue  monthly from the date of issue,  without
interest,  whether or not such dividends have been declared.  Accruing Dividends
shall be paid upon (a) any Liquidating Event, (b) any conversion of the Series C
Preferred  into shares of Common  Stock in  accordance  with  Section 3 of these
Articles,  and (c) any  redemption of the Series C Preferred in accordance  with
Section 7 of these Articles.

     1.2  Series  A  Preferred  and  Series  B  Preferred.  The  holders  of the
outstanding  Series A  Preferred  and Series B  Preferred  shall be  entitled to
receive dividends, payable in preference and priority to any payment of any cash
dividend on shares of Common Stock or any other class or series of stock ranking
junior to the Series A Preferred and Series B Preferred in respect of dividends,
when and as  declared by the Board of  Directors,  out of any assets at the time
legally available therefor, in an amount not less than any dividends declared on
the Common Stock; provided, however, so long as any shares of Series C Preferred
are outstanding, no dividend shall be paid on the Series A Preferred, the Series
B Preferred or the Common  Stock,  without the prior consent of the holders of a
majority of the Series C Preferred.

     2. Liquidation Preference.

     2.1 In the event of any voluntary or involuntary  liquidation,  dissolution
or winding up of this  corporation  or a Change of Control as defined in Section
2.6 hereof (together,  a "Liquidating Event"), the holders of shares of Series C
Preferred  then  outstanding  shall be  entitled to be paid out of the assets of
this corporation available for distribution to its shareholders, prior to and in
preference over holders of Series A Preferred,  Series B Preferred, Common Stock
or any other class or series of stock  ranking  junior to the Series C Preferred
Stock, by reason of their ownership thereof,  in respect of each share of Series
C Preferred  outstanding,  an amount equal to $35.50 per share, plus all accrued
but unpaid  dividends and all other declared but unpaid  dividends  thereon (the
"Series C  Liquidation  Preference"),  subject to equitable  adjustment  for any
stock splits,  stock dividends or the like. If, upon any such Liquidating Event,
the  remaining  assets of this  corporation  available for  distribution  to its
holders of Series C Preferred shall be insufficient to pay the holders of shares
of Series C  Preferred  the full  amount to which  they shall be  entitled,  the
holders of shares of Series C Preferred shall share ratably in any  distribution
of the  remaining  assets and funds of this  corporation  in  proportion  to the
respective  amounts  which would  otherwise be payable in respect of such shares
held by them upon such distribution if all amounts payable on or with respect to
such shares were paid in full.

     2.2 After  payment of the Series C Liquidation  Preference,  the holders of
Series A Preferred and the Series B Preferred then outstanding shall be entitled
to be paid out of the assets of this  corporation  available for distribution to
its shareholders, prior to and in preference over holders of Common Stock or any
other  class or series of stock  ranking  junior to the Series A  Preferred  and
Series B Preferred, by reason of their ownership thereof, the following:  (a) to
the  holders  of  Series A  Preferred,  in  respect  of each  share of  Series A
Preferred  outstanding,  an amount equal to $15.00 per share,  plus all declared
but unpaid dividends thereon (the "Series A Liquidation  Preference") and (b) to
the  holders  of  Series B  Preferred,  in  respect  of each  share of  Series B
Preferred  outstanding,  an amount equal to $20.00 per share,  plus all declared
but unpaid dividends  thereon (the "Series B Liquidation  Preference"),  in each
case subject to equitable  adjustment for any stock splits,  stock  dividends or
the like.  If, upon any such  Liquidation  Event,  the remaining  assets of this
corporation  available for distribution to its holders of Series A Preferred and
Series B Preferred  shall be insufficient to pay the holders of shares of Series
A  Preferred  and  Series B  Preferred  the full  amount to which  they shall be
entitled,  the  holders of shares of Series A  Preferred  and Series B Preferred
shall share ratably in any  distribution  of the  remaining  assets and funds of
this  corporation in proportion to the respective  amounts which would otherwise
be payable in respect of such shares held by them upon such  distribution if all
amounts payable on or with respect to such shares were paid in full.

     2.3 After payment of the Series A Liquidation  Preference  and the Series B
Liquidation  Preference,  the holders of the Common Stock and the holders of the
Series C Preferred  participating on an as-if-converted  basis shall be entitled
to share ratably in the remaining assets of the Corporation until the holders of
the Series C Preferred  have received an aggregate  amount  (including  what was
received  pursuant to Section  2.1) equal to $44.375 per share in respect of all
outstanding  shares of  Series C  Preferred  Stock  (the  "Series  C and  Common
Liquidation Preference").

     2.4 After payment of all preferential  amounts required to be paid pursuant
to  Sections  2.1,  2.2 and 2.3  above,  upon a  Liquidating  Event,  all of the
remaining assets and funds of this corporation available for distribution to its
shareholders  shall be  distributed  to the holders of the Common Stock pro rata
based on the number of shares of Common Stock held by each.

     2.5 This corporation shall give each holder of Series A Preferred, Series B
Preferred  and Series C Preferred  written  notice of an  impending  Liquidating
Event not later than ten (10) days prior to the date set for the closing of such
transaction, and shall also notify such holders in writing of the final approval
of such transaction. The first of such notices shall describe the material terms
and conditions of the impending transaction and the provisions of this Section 2
and this  corporation  shall  thereafter  give such holders prompt notice of any
material changes in the terms of the transaction or the information  supplied in
the first notice.  The transaction  shall in no event take place sooner than ten
(10)  days  after the  corporation  has given  notice  of any  material  changes
provided for herein; provided,  however, that such periods may be shortened upon
the  written  consent  of the  holders of 66 2/3% of the shares of each class of
Series A Preferred, Series B Preferred and Series C Preferred then outstanding.

     2.6 For purposes of this Section, a liquidation,  dissolution or winding up
of this corporation shall be deemed to include (unless the holders of 66 2/3% of
the shares of each class of Series A Preferred,  Series B Preferred and Series C
Preferred then  outstanding,  vote  otherwise),  (a) the merger,  consolidation,
recapitalization  or  other  reorganization  of  this  corporation  into or with
another corporation which results in this corporation's shareholders immediately
prior to such  transaction  not holding (by virtue of such shares or  securities
issued  solely with  respect  thereto)  at least 50% of the voting  power of the
surviving or continuing  entity  following such  transaction and (b) the sale of
all or substantially  all of the assets of this  corporation  (each a "Change of
Control").

     3.  Conversion.  The holders of the Series A Preferred,  Series B Preferred
and Series C Preferred shall have conversion  rights as follows (the "Conversion
Rights"):

     3.1 Right to Convert and Automatic Conversion.

     3.1.1 (a) Each share of Series A  Preferred  shall be  convertible,  at the
option of the holder  thereof,  at any time and from time to time,  into one (1)
fully paid and  nonassessable  share of Common  Stock (the  "Series A Conversion
Ratio").  Such initial Series A Conversion  Ratio shall be subject to adjustment
as provided below.

          (b) Each  share of Series B  Preferred  shall be  convertible,  at the
     option of the holder  thereof,  at any time and from time to time, into one
     (1) fully  paid and  nonassessable  share of Common  Stock  (the  "Series B
     Conversion Ratio"). Such initial Series B Conversion Ratio shall be subject
     to adjustment as provided below.

          (c) Each  share of Series C  Preferred  shall be  convertible,  at the
     option of the holder  thereof,  at any time and from time to time, into one
     fully  paid  and  nonassessable  share  of  Common  Stock  (the  "Series  C
     Conversion  Factor").  Such  initial  Series C  Conversion  Factor shall be
     subject to adjustment as provided below.  Upon any conversion of the Series
     C Preferred  into shares of Common  Stock  pursuant to this Section 3, this
     corporation  shall pay in cash an amount  equal to all  accrued  but unpaid
     dividends  and all other  dividends  declared  but  unpaid on the  Series C
     Preferred.

               (i) If  this  corporation  fails  to  enter  into  the  agreement
          referred to in Section 8.12 of the  Investment  Agreement  dated as of
          November 15, 2001,  among this  corporation  and the  Investors  named
          therein (the "Investment Agreement") by January 31, 2002, the Series C
          Conversion  Factor  then in  effect,  including  any  adjustment  made
          pursuant  to  Section  3.4,  3.5 or 3.6 of  these  Articles,  shall be
          adjusted  such that the number of shares of Common Stock that shall be
          issued  in  exchange  for each  share of Series C  Preferred  shall be
          multiplied by 1.3.

               (ii) If this  corporation  fails to book  revenues and generate a
          gross  margin for the year ended  December 31, 2002 in the amounts set
          forth  in  Section  8.13 of the  Investment  Agreement,  the  Series C
          Conversion  Factor  as  in  effect,  including  any  adjustments  made
          pursuant to  subsection  (i) above or Section 3.4, 3.5 or 3.6 of these
          Articles,  shall be adjusted  such that the number of shares of Common
          Stock  that  shall be issued in  exchange  for each  share of Series C
          Preferred shall be multiplied by 1.25. For purposes of this subsection
          (ii),  revenues  shall  be  determined  by  using  Generally  Accepted
          Accounting Principles.

               (iii) If this corporation  enters into (a) the agreement referred
          to in Section  8.12 of the  Investment  Agreement by December 31, 2002
          and (b) the  agreements  set forth in Section  8.14 of the  Investment
          Agreement by December 31, 2002,  the Series C Conversion  Factor as in
          effect,  including any  adjustments  made pursuant to subsections  (i)
          and/or (ii) above or Section 3.4, 3.5 or 3.6 of these Articles,  shall
          be adjusted  such that the number of shares of Common Stock that shall
          be issued in exchange  for each share of Series C  Preferred  shall be
          multiplied by .909.

     As used  herein,  "Conversion  Ratio"  shall mean the  Series A  Conversion
Ratio,  the Series B  Conversion  Ratio or the Series C  Conversion  Factor,  as
applicable in context.

          3.1.2 Each share of Series A Preferred,  Series B Preferred and Series
     C Preferred shall automatically be converted into shares of Common Stock at
     the then effective  Conversion  Ratio,  immediately upon the closing of the
     offering pursuant to the corporation's  registration  statement on Form S-1
     (or any other form  equivalent  thereto)  pursuant to which Common Stock is
     sold to the public by this corporation (or selling shareholders, if any) in
     an underwritten initial public offering registered under the Securities Act
     of 1933,  as amended,  and  realizes,  aggregate  proceeds of not less than
     $25,000,000  and a per  share  offering  price  of not  less  than  $44.375
     (subject  to  equitable  adjustment  for any  stock  splits,  combinations,
     consolidations,  recapitalizations,   reorganizations,   reclassifications,
     stock distributions,  stock dividends, or other similar events with respect
     to such shares) (a "Public Offering").

          3.2 Fractional Shares. If any fractional  interest of shares of Common
     Stock would,  except for the provisions of this section 3.2, be deliverable
     upon any conversion of shares of Preferred Stock, this corporation, in lieu
     of  delivering  the  fractional  share  thereof,  will pay an amount to the
     holder thereof equal to the Market Price of such fractional  interest as of
     the date of  conversion.  The term "Market Price" of any security means the
     average of the closing  prices of such  security's  sales on all securities
     exchanges on which such  security  may at the time be listed,  or, if there
     has  been no sale on any  such  exchange  on any day,  the  average  of the
     highest bid and lowest  asked  prices on all such  exchanges  at the end of
     such day, or, if on any day such security is not so listed,  the average of
     the  closing  prices  quoted on The  Nasdaq  Stock  Market as of 4:00 P.M.,
     averaged over a period of 21 days  consisting of the day as of which Market
     Price is being determined and the 20 consecutive trading days prior to such
     day. If at any time such security is not listed on any securities  exchange
     or quoted on The Nasdaq  Market,  the  Market  Price will be the fair value
     thereof,  reasonably  determined in good faith by the Board of Directors of
     this corporation.

          3.3 Mechanics of Conversion.

          3.3.1 In order to convert  shares of  Preferred  Stock into  shares of
     Common Stock,  the holder shall  surrender the  certificate or certificates
     for shares of Series A Preferred,  Series B Preferred or Series C Preferred
     at the office of the  transfer  agent (or at the  principal  office of this
     corporation if this corporation serves as its own transfer agent), together
     with written notice that such holder elects to convert all or any number of
     the shares  represented by such  certificate or  certificates.  Such notice
     shall state such  holder's  name or the names of the nominees in which such
     holder wishes the certificate or certificates for shares of Common Stock to
     be issued.  If required by this corporation,  certificates  surrendered for
     conversion  shall be endorsed or  accompanied  by a written  instrument  or
     instruments  of  transfer,   in  form   reasonably   satisfactory  to  this
     corporation,  duly  executed by the  registered  holder or his,  her or its
     attorney  duly  authorized  in writing.  The date of a holder's  conversion
     notice to this  corporation  pursuant to Section 3.1.1 of this Article III,
     or the closing of the Public Offering causing automatic conversion pursuant
     to Section  3.1.2 of this Article III,  shall be the  conversion  date (the
     "Conversion  Date").  This corporation  shall, as soon as practicable after
     the Conversion Date, issue and deliver at such office to such holder, or to
     its nominees,  a certificate  or  certificates  for the number of shares of
     Common Stock to which such holder shall be entitled.

          3.3.2 This  corporation  shall at all times  during which the Series A
     Preferred,  Series B Preferred or Series C Preferred  shall be outstanding,
     reserve and keep available out of its authorized  but unissued  stock,  for
     the purpose of effecting the conversion of the Series A Preferred, Series B
     Preferred and Series C Preferred, such number of its duly authorized shares
     of Common  Stock as shall  from time to time be  sufficient  to effect  the
     conversion  of all  outstanding  shares  of  Series A  Preferred,  Series B
     Preferred and Series C Preferred.

          3.3.3 Any share of Series A Preferred,  Series B Preferred or Series C
     Preferred  which  shall  have been  surrendered  for  conversion  as herein
     provided  shall no longer be deemed to be  outstanding  and all rights with
     respect  to any such  share,  including  the  rights,  if any,  to  receive
     dividends and notices and to vote, shall immediately cease and terminate on
     the Conversion Date, except only the right of the holder thereof to receive
     shares  of  Common  Stock in  exchange  therefor.  Any  shares  of Series A
     Preferred,  Series B Preferred or Series C Preferred so converted  shall be
     retired and canceled and shall not be reissued,  and this  corporation  may
     from time to time  take such  appropriate  action  as may be  necessary  to
     reduce  the number of shares of  authorized  Series A  Preferred,  Series B
     Preferred and Series C Preferred accordingly.

          3.3.4 If the conversion is pursuant to Subsection  3.1.2 in connection
     with a Public  Offering,  the  conversion  may at the  option of any holder
     tendering Series A Preferred,  Series B Preferred or Series C Preferred for
     conversion  be  conditioned  upon the  closing  of the  sale of  securities
     pursuant to such offering, in which event the person(s) entitled to receive
     the Common Stock issuable upon such conversion  shall not be deemed to have
     converted such Series A Preferred, Series B Preferred or Series C Preferred
     until immediately prior to the closing of the sale of securities.

          3.4 Adjustments to Series C Conversion Factor for Diluting Issues.

          3.4.1  Special  Definitions.  For  purposes of this  Section  3.4, the
     following definitions shall apply:

               (a) "Original  Issue Date" shall mean the date on which the first
          share of Series C Preferred is first issued.

               (b) "Series C  Conversion  Price"  shall mean $17.75 per share of
          Common Stock, as such price may be adjusted from time to time pursuant
          to this Section 3.

               (c)  "Permitted  Issuance"  shall mean all shares of Common Stock
          issued by this  corporation  after the  Original  Issue Date issued or
          issuable:

                    (1) in connection with a Public Offering;

                    (2) upon  conversion  of shares of Preferred  Stock or other
               Convertible Securities (as defined below);

                    (3) as dividends  or  distributions  on  Preferred  Stock or
               Common Stock;

                    (4) to banks,  equipment  financing  companies  or equipment
               lessors (not to exceed in the aggregate  more than 169,000 shares
               of Common Stock);

                    (5)  in  connection  with  strategic   alliances,   business
               contracts  or  similar  transactions  approved  by no  less  than
               six-sevenths of this  corporation's  Board of Directors to induce
               such business  partner to use, promote or assist this corporation
               in the development of its products;

                    (6)  in  connection  with a  business  acquisition  by  this
               corporation,  whether  by  merger,  consolidation,   purchase  of
               assets,  sale or exchange of stock or otherwise (not to exceed in
               the  aggregate  5%  of  the  then  outstanding   equity  of  this
               corporation  without the prior consent of the holders of at least
               66 2/3% of the Series C Preferred); or

                    (7)  to  current  or  prospective  officers,   directors  or
               employees  of  or   consultants   to  this   corporation  or  its
               affiliates,  including  the  issuance  or  granting of options or
               rights to  purchase  Common  Stock to such  officers,  directors,
               employees or  consultants  (not to exceed in the  aggregate 7% of
               the then outstanding equity of this corporation without the prior
               consent  of the  holders  of at  least  66 2/3% of the  Series  C
               Preferred).

          3.4.2 Adjustment of Series C Conversion Factor and Series C Conversion
     Price.  If  and  whenever,  on or  after  the  Original  Issue  Date,  this
     corporation issues or sells, or in accordance with Section 3.5 is deemed to
     have issued or sold, other than pursuant to a Permitted  Issuance and other
     than pursuant to an event for which  adjustment is made pursuant to Section
     3.6, any shares of Common Stock for a consideration per share less than the
     Series C Conversion Price in effect  immediately  prior to such issuance or
     sale,  then  immediately  upon  such  issuance  or sale  (i) the  Series  C
     Conversion Price shall be reduced to a price equal to the consideration per
     share of  Common  Stock  in such  issuance  or sale  and (ii) the  Series C
     Conversion  Factor  shall be increased  to equal the amount  determined  by
     multiplying the Series C Conversion  Factor in effect  immediately prior to
     such issuance or sale by a fraction, the numerator of which is the Series C
     Conversion Price in effect  immediately  prior to such issuance or sale and
     the  denominator  is the Series C  Conversion  Price in effect  immediately
     after such issuance or sale (as calculated pursuant to clause (i) above).

          3.5 Effect on Series C Conversion Factor and Series C Conversion Price
     of Certain  Events.  For  purposes of  determining  the  adjusted  Series C
     Conversion  Factor and Series C Conversion  Price under Section 3.4.2,  the
     following shall be applicable:

               (a)  Issuance of Rights or Options.  If this  corporation  in any
          manner  grants  any  rights  or  options  (other  than  pursuant  to a
          Permitted  Issuance  and  other  than  pursuant  to an event for which
          adjustment  is made  pursuant to Section 3.6) to  subscribe  for or to
          purchase  Common  Stock or any stock or other  securities  convertible
          into or exchangeable  for Common Stock (including  without  limitation
          convertible  common stock) (such rights or options being herein called
          "Options" and such  convertible  or  exchangeable  stock or securities
          being herein called "Convertible  Securities") and the price per share
          for which Common  Stock is issuable  upon the exercise of such Options
          or upon conversion or exchange of such Convertible  Securities is less
          than the Series C Conversion Price in effect  immediately prior to the
          time of the granting or sale of such  Options,  then the total maximum
          number of shares of Common  Stock  issuable  upon the exercise of such
          Options or upon  conversion or exchange of the total maximum amount of
          such Convertible Securities issuable upon the exercise of such Options
          shall be deemed to be outstanding  and to have been issued and sold by
          this  corporation  for such  price per  share.  For  purposes  of this
          paragraph,  the "price per share for which  Common  Stock is  issuable
          upon  exercise of such Options or upon  conversion or exchange of such
          Convertible  Securities"  is  determined  by  dividing  (x) the  total
          amount,  if  any,  received  or  receivable  by  this  corporation  as
          consideration  for the granting of all such Options,  plus the minimum
          aggregate   amount  of  additional   consideration   payable  to  this
          corporation upon the exercise of all such Options, plus in the case of
          such  Options  that  relate to  Convertible  Securities,  the  minimum
          aggregate amount of additional consideration,  if any, payable to this
          corporation  upon  the  issuance  or  sale  of  all  such  Convertible
          Securities  and the conversion or exchange  thereof,  by (y) the total
          maximum number of shares of Common Stock issuable upon exercise of all
          such  Options  or  upon  the   conversion  or  exchange  of  all  such
          Convertible  Securities issuable upon the exercise of such Options. No
          further  adjustment  of the  Series C  Conversion  Factor and Series C
          Conversion Price shall be made upon the actual issuance of such Common
          Stock or of such  Convertible  Securities  upon the  exercise  of such
          Options  or upon  the  actual  issuance  of  such  Common  Stock  upon
          conversion or exchange of such Convertible Securities.

               (b) Issuance of Convertible  Securities.  If this  corporation in
          any manner  issues or sells any  Convertible  Securities  (other  than
          pursuant to a Permitted  Issuance and other than  pursuant to an event
          for which  adjustment  is made  pursuant to Section 3.6) and the price
          per share for which Common Stock is issuable  upon such  conversion or
          exchange  is less  than  the  Series  C  Conversion  Price  in  effect
          immediately  prior  to  the  issuance  or  sale  of  such  Convertible
          Securities, then the maximum number of shares of Common Stock issuable
          upon conversion or exchange of such  Convertible  Securities  shall be
          deemed  to be  outstanding  and to have been  issued  and sold by this
          corporation  for  such  price  per  share.  For the  purposes  of this
          paragraph,  the "price per share for which  Common  Stock is  issuable
          upon such  conversion  or exchange" is  determined by dividing (x) the
          total  amount   received  or   receivable  by  this   corporation   as
          consideration  for  the  issuance  or  sale  of all  such  Convertible
          Securities,   plus  the  minimum   aggregate   amount  of   additional
          consideration, if any, payable to this corporation upon the conversion
          or  exchange  thereof,  by (y) the total  maximum  number of shares of
          Common  Stock  issuable  upon the  conversion  or exchange of all such
          Convertible  Securities.   No  further  adjustment  of  the  Series  C
          Conversion Factor and Series C Conversion Price shall be made upon the
          actual  issuance of such Common Stock upon  conversion  or exchange of
          such Convertible Securities, and, if any such issuance or sale of such
          Convertible  Securities is made upon exercise of any Options for which
          adjustments of the Series C Conversion  Factor and Series C Conversion
          Price  have been or are to be made  pursuant  to other  provisions  of
          Section  3.5(a),  no further  adjustment  of the  Series C  Conversion
          Factor and Series C  Conversion  Price shall be made by reason of such
          issuance or sale.

               (c) Change in Option Price or Series C Conversion  Factor. If the
          purchase   price   provided  for  in  any  Options,   the   additional
          consideration,  if any, payable upon the issue, conversion or exchange
          of any  Convertible  Securities  or the rate at which any  Convertible
          Securities  are  convertible  into or  exchangeable  for Common  Stock
          changes at any time,  the Series C Conversion  Factor in effect at the
          time of such change  shall be  readjusted  to the Series C  Conversion
          Factor  which would have been in effect at such time had such  Options
          or Convertible  Securities still outstanding provided for such changed
          purchase price,  additional  consideration or changed conversion rate,
          as the case may be, at the time initially granted,  issued or sold and
          the Series C Conversion Price shall be correspondingly readjusted.

               (d)  Treatment  of Expired  Options and  Unexercised  Convertible
          Securities.  Upon the  expiration of any Option or the  termination of
          any right to convert or exchange any Convertible Securities, in either
          case,  without  the  exercise  of such  Option or right,  the Series C
          Conversion  Factor and Series C Conversion  Price then in effect shall
          be adjusted to the Series C Conversion  Factor and Series C Conversion
          Price which  would have been in effect at the time of such  expiration
          or  termination  had such  Option or  Convertible  Securities,  to the
          extent not exercised in full and outstanding immediately prior to such
          expiration or termination, never been issued.

               (e) Calculation of Consideration  Received.  If any Common Stock,
          Options or Convertible Securities are issued or sold or deemed to have
          been  issued or sold for cash,  the  consideration  received  therefor
          shall be deemed to be the  amount  paid  therefor.  In case any Common
          Stock,  Options  or  Convertible  Securities  are issued or sold for a
          consideration  other than cash, the amount of the consideration  other
          than cash received by this corporation shall be the fair value of such
          consideration, except where such consideration consists of securities,
          in which case the amount of consideration received by this corporation
          shall be the fair market value  thereof as of the date of receipt.  In
          case any Common Stock, Options or Convertible Securities are issued to
          the owners of the  non-surviving  entity in connection with any merger
          in which  this  corporation  is the  surviving  entity,  the amount of
          consideration  therefor  shall be deemed to be the fair  value of such
          portion of the net assets and business of the non-surviving  entity as
          is  attributable   to  such  Common  Stock,   Options  or  Convertible
          Securities,  as the case may be. The fair  value of any  consideration
          other than cash or marketable  securities  shall be determined in good
          faith by this  corporation  and  approved by either (i) the  directors
          nominated  by the  holders of Series C  Preferred  Stock  pursuant  to
          Section  4.2 below or (ii) the  holders of a majority  of the Series C
          Preferred Stock then outstanding.  If such parties are unable to reach
          agreement within a reasonable period of time, such fair value shall be
          determined in good faith by an appraiser  selected by this corporation
          and approved by either (i) the  directors  nominated by the holders of
          Series C  Preferred  Stock  pursuant  to Section 4.2 below or (ii) the
          holders of a majority of the Series C Preferred Stock then outstanding
          whose determination shall be final and binding on this corporation and
          all holders of the Series C Preferred  Stock. The fees and expenses of
          such appraiser shall be paid by this corporation.

               (f)  Record  Date.  If this  corporation  takes a  record  of the
          holders  of Common  Stock for the  purpose  of  entitling  them (i) to
          receive a dividend  or other  distribution  payable  in Common  Stock,
          Options or Convertible Securities or (ii) to subscribe for or purchase
          Common Stock, Options or Convertible Securities, then such record date
          shall be deemed  to be the date of the issue or sale of the  shares of
          Common Stock  deemed to have been issued or sold upon the  declaration
          of such dividend or the making of such other  distribution or the date
          of the granting of such right of subscription or purchase, as the case
          may be.

     3.6  Adjustment  for Stock  Splits,  Dividends  and  Combinations.  If this
corporation shall at any time or from time to time after the Original Issue Date
effect a subdivision of the  outstanding  Common Stock or shall issue a dividend
in Common Stock on its outstanding  Common Stock,  the Conversion  Ratio then in
effect immediately  before that subdivision shall be proportionately  increased.
If this  corporation  shall at any time or from time to time after the  Original
Issue Date combine the  outstanding  shares of Common Stock into a lesser number
of shares of Common  Stock,  the  Conversion  Ratio  then in effect  immediately
before the combination shall be proportionately  decreased. Any adjustment under
this paragraph  shall become  effective at the close of business on the date the
subdivision or combination becomes effective.

     3.7 Adjustments for Other  Dividends and  Distributions.  In the event this
corporation at any time or from time to time after the Original Issue Date shall
make or issue a dividend or other  distribution  payable in  securities  of this
corporation  other  than  shares of Common  Stock,  then and in each such  event
provision shall be made so that the holders of shares of the Series A Preferred,
Series B Preferred and Series C Preferred shall receive upon conversion thereof,
in addition to the number of shares of Common Stock  receivable  thereupon,  the
amount of securities of this corporation that they would have received had their
Series A Preferred,  Series B Preferred  and Series C Preferred  been  converted
into  Common  Stock on the date of such  event and had  thereafter,  during  the
period  from  the date of such  event  to and  including  the  conversion  date,
retained  such  securities  receivable  by them as aforesaid  during such period
giving application to all adjustments called for during such period,  under this
paragraph  with  respect to the rights of the holders of the Series A Preferred,
Series B Preferred and Series C Preferred.

     3.8 No Impairment.  This  corporation will not, by amendment of its Amended
and Restated Articles of Incorporation or through any  reorganization,  transfer
of assets,  consolidation,  merger, dissolution,  issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed  hereunder by this  corporation,
but will at all  times  in good  faith  assist  in the  carrying  out of all the
provisions  of this  Section 3 and in the  taking  of all such  action as may be
necessary  or  appropriate  in order to  protect  the  Conversion  Rights of the
holders of the Series A  Preferred,  Series B  Preferred  and Series C Preferred
against impairment.

     3.9 Certificate as to  Adjustments.  Upon the occurrence of each adjustment
or  readjustment  of the  Conversion  Ratio  pursuant  to this  Section  3, this
corporation   at  its  expense  shall  promptly   compute  such   adjustment  or
readjustment in accordance with the terms hereof and furnish to each holder,  if
any,  of  Series A  Preferred,  Series B  Preferred  and  Series C  Preferred  a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment or  readjustment is based and shall file a
copy of such certificate  with its corporate  records.  This corporation  shall,
upon the written request at any time of any holder of Series A Preferred, Series
B Preferred  or Series C  Preferred,  furnish or cause to be  furnished  to such
holder  a  similar   certificate   setting  forth  (1)  such   adjustments   and
readjustments,  (2) the  Conversion  Ratio  then in effect and (3) the number of
shares of Common  Stock and the  amount,  if any, of other  property  which then
would be received upon the  conversion  of such  Preferred  Stock.  Despite such
adjustment or readjustment,  the form of each  certification or all certificates
for Series A Preferred,  Series B Preferred and Series C Preferred,  if the same
shall  reflect  the  initial or any  subsequent  Conversion  Ratio,  need not be
changed in order for the adjustments or readjustments to be valued in accordance
with the  provisions  of these Amended and Restated  Articles of  Incorporation,
which shall control.

     3.10 Notice of Record Date. In the event:

          (i)  that  this   corporation   declares  a  dividend  (or  any  other
     distribution)  on its  Common  Stock  payable  in  Common  Stock  or  other
     securities of this corporation;

          (ii) that this  corporation  subdivides  or combines  its  outstanding
     shares of Common Stock;

          (iii) of any  reclassification of the Common Stock of this corporation
     (other than a  subdivision  or  combination  of its  outstanding  shares of
     Common Stock or a stock dividend or stock distribution  thereon), or of any
     consolidation   or  merger  of  this   corporation  into  or  with  another
     corporation,  or of the sale of all or  substantially  all of the assets of
     this corporation; or

          (iv) of the  involuntary  or  voluntary  dissolution,  liquidation  or
     winding up of this  corporation;  then this  corporation  shall cause to be
     filed at its  principal  office or at the office of the transfer  agent for
     the Series A  Preferred,  Series B Preferred  and Series C  Preferred,  and
     shall cause to be mailed to the holders of the Series A Preferred, Series B
     Preferred  and Series C Preferred  at their last  addresses as shown on the
     records of this  corporation or such transfer agent, at least 10 days prior
     to the  record  date  specified  in (A)  below or 20 days  before  the date
     specified  in (B) below,  a notice  stating:  (A) the  record  date of such
     dividend, distribution,  subdivision or combination, or, if a record is not
     to be taken,  the date as of which the holders of Common Stock of record to
     be entitled to such dividend, distribution,  subdivision or combination are
     to  be  determined,  or  (B)  the  date  on  which  such  reclassification,
     consolidation,  merger,  sale,  dissolution,  liquidation  or winding up is
     expected to become effective,  and the date as of which it is expected that
     holders of Common  Stock of record  shall be  entitled  to  exchange  their
     shares of Common Stock for  securities or other property  deliverable  upon
     such   reclassification,    consolidation,   merger,   sale,   dissolution,
     liquidation or winding up.

     3.11  Payment  of Taxes.  The  corporation  shall pay any and all issue and
other  taxes that may be payable in respect of any issue or  delivery  of Common
Stock on  conversion  of the Series A Preferred,  Series B Preferred or Series C
Preferred pursuant hereto.  This corporation shall not, however,  be required to
pay any tax which may be  payable in respect  of any  transfer  involved  in the
issue and delivery of Common Stock in a name other than that in which the Series
A  Preferred,  Series  B  Preferred  or  Series C  Preferred  so  converted  was
registered,  and no such issue or  delivery  shall be made  unless and until the
person requesting such issue has paid to this corporation the amount of any such
tax payable by this corporation.

     4. Voting Rights.

     4.1  Voting  Rights  Generally.  Except  as  otherwise  provided  herein or
required by law,  each holder of shares of Preferred  Stock shall be entitled to
the  number of votes  equal to the whole  number of shares of Common  Stock into
which such holder's  shares of Preferred  Stock could be converted on the record
date for the vote or consent of shareholders, voting together as a single class.
Such holders of Preferred Stock shall have voting rights and powers equal to the
voting rights and powers of the Common Stock, and shall be entitled to notice of
any shareholders'  meeting in accordance with the Bylaws of this corporation and
shall vote with holders of the Common Stock upon any matters submitted to a vote
of shareholders, except those matters required by law to be submitted to a class
vote and except as otherwise provided in Section 7.

     4.2 Election of  Directors.  The number of  directors  of this  corporation
shall  be set in  accordance  with  this  corporation's  Bylaws.  For so long as
680,000 shares of Series C Preferred are outstanding,  the holders of the Series
C  Preferred  shall be  entitled,  voting  separately  as a class,  to elect two
directors  of this  corporation  at  each  annual  election  of  directors.  All
remaining  directors  of this  corporation  shall be elected  by the  holders of
Common Stock and the Preferred Stock, voting together as a class. In the case of
any vacancy (other than a vacancy caused by removal by vote of the  shareholders
in accordance with  applicable law) in the office of a director  occurring among
the  directors  elected by the holders of a class of stock (if any)  pursuant to
this  Section  4.2,  the  remaining  directors  so elected by that class may, by
affirmative vote of a majority thereof (or the remaining  director so elected if
there  be  but  one,  or if  there  are  no  such  directors  remaining,  by the
affirmative  vote of the  holders  of a majority  of the shares of that  class),
elect a successor or  successors  to hold office for the  unexpired  term of the
director or directors  whose place or places  shall be vacant.  Any director who
shall have been  elected  by the  holders of a class of stock (if any) or by any
directors so elected as provided in the  immediately  preceding  sentence hereof
may be removed  during the  aforesaid  term of  office,  either  with or without
cause, by, and only by, the affirmative vote of the holders of the shares of the
class of stock  entitled to elect such director or directors,  given either at a
special meeting of such shareholders duly called for that purpose or pursuant to
a written consent of shareholders, and any vacancy thereby created may be filled
by the  holders of that class of stock  represented  at a meeting or pursuant to
written consent.

     5. Series A Pre-Emptive Right.

     5.1  Grant.  This  corporation  hereby  grants to each  holder of shares of
Series A Preferred Stock the preemptive right to purchase, on the same terms and
conditions  and for the same price as the New  Securities (as defined below) are
issued to other persons by this corporation,  that portion of any New Securities
which is equal to the product  obtained by  multiplying  (i) the total number of
New  Securities  to be issued by (ii) the quotient  obtained by dividing (x) the
total  number  of  shares  of  Series A  Preferred  Stock  held of record by the
shareholder  by (y) the total  number of  shares of Common  Stock and  Preferred
Stock of this  corporation  then  outstanding.  For purposes of calculating  the
portion of the New Securities which may be purchased by the holders of shares of
Series A  Preferred  Stock  under this  Section 5, it shall be assumed  that all
outstanding  shares of Preferred  Stock have been converted into Common Stock of
this corporation.  However,  no actual conversion of Series A Preferred Stock to
Common Stock shall occur except in accordance with Section 3.

     5.2 Notice.  This corporation shall give to each holder of shares of Series
A Preferred  Stock  written  notice of the proposed sale and issuance of any New
Securities,  which written  notice shall contain the terms of such proposed sale
and issuance in reasonable  detail.  This corporation may deliver such notice to
the  shareholder  either  (a) at least 60 days  prior to the first date on which
such New Securities are proposed to be sold and issued to any third party or (b)
not more than thirty (30) days after the date on which this  corporation  closes
the last sale of the New  Securities  to any third  party.  If this  corporation
elects to deliver the notice after its sale of the New  Securities  to any third
party, this corporation shall insure that the agreements with such third parties
confirm this  corporation's  right to sell the New  Securities to the holders of
shares of Series A  Preferred  Stock  under this  Section 5 and to sell such New
Securities to such holders free of any preemptive  rights of such parties.  Each
shareholder  shall  have the right to  exercise  the right  granted  under  this
Section 5 by giving written notice  thereof to this  corporation  within 20 days
after this  corporation's  delivery of the notice,  specifying the amount of New
Securities  which  the  shareholder  desires  to  purchase.  In  the  event  the
shareholder  does not give notice of exercise  within such 20-day  period,  this
corporation  may  sell  and  issue  the New  Securities  without  regard  to the
shareholder's  rights  under this  Section 5;  provided  that the failure of the
shareholder  to exercise the right to purchase  with  respect to any  particular
sale and issuance of New Securities shall not affect the shareholder's  right to
purchase New Securities in any subsequent sale and issuance by this corporation.

     5.3 New  Securities.  The term "New  Securities"  as used in this Section 5
means any  shares of Common  Stock or any  rights,  options,  warrants  or other
securities  exercisable or exchangeable for or convertible into shares of Common
Stock which this corporation  intends to offer,  sell or issue after the date of
first  issuance  of any  shares of Series A  Preferred  Stock,  except  for such
securities which are:

          (a)  exchanged  for the  securities  of another  corporation  or other
     business  entity  as a result  of a merger or  consolidation  whereby  this
     corporation  or any  wholly-owned  subsidiary  of this  corporation  is the
     surviving corporation;

          (b) issued to another corporation or other business entity in exchange
     for all or substantially all of the assets of such corporation or entity;

          (c) issued to the  shareholders  of another  corporation or the equity
     participants  in another  business  entity in exchange  for eighty  percent
     (80%) or more of the outstanding  equity  securities of such corporation or
     entity;

          (d) securities  representing  or convertible  into or exercisable  for
     shares of Common Stock issued to fulfill any obligation of this corporation
     under  any  existing  or future  stock  option,  warrant  or bonus or other
     incentive arrangement or plan for the benefit of the employees, consultants
     or directors of this  corporation  implemented  for the purpose of inducing
     them to join,  remain  with or  assist  this  corporation  or its  Board of
     Directors or any securities issued in satisfaction of such obligations;

          (e)  shares  subject to the  Corporation's  sale and  issuance  of any
     shares of capital  stock or other  securities  in an  underwritten  initial
     public  offering  registered  under the Securities Act of 1933, as amended,
     and realizes aggregate proceeds of not less than $25,000,000;

          (f)  warrants  and options to purchase  shares of Common Stock of this
     corporation  issued  in  connection  with  any  transaction  the  principal
     purposes  of  which is (i) the  borrowing  of  funds  in  exchange  for its
     issuance of non-convertible  promissory notes or similar instruments,  (ii)
     the leasing of equipment or acquisition of equipment, goods or services, or
     (iii) any other financing  transaction in which this  corporation  does not
     issue any  securities,  other than such  warrants  and  options,  which are
     exchangeable for or convertible into equity securities; or

          (g) issued  upon the  exercise  of any  conversion,  warrant or option
     rights whether presently or hereafter outstanding.

     This  corporation may impose any conditions on any sale and issuance of New
Securities  to which the right  granted by Section 5.1 above  applies which this
corporation   reasonably  believes  are  necessary  to  assure  compliance  with
applicable  federal and state securities laws,  including,  without  limitation,
requiring  that all purchasers and offerees of the New Securities be "accredited
investors" (as defined in Regulation D promulgated under the Securities Act).

     5.4 Limitation. Notwithstanding anything in these Articles of Incorporation
to the  contrary,  no holder of shares of Series A Preferred  Stock shall have a
preemptive  right to  participate in any sale and issuance of any New Securities
by this  corporation  if: (a) this  corporation's  sale and  issuance of the New
Securities to the shareholder  would not comply with all applicable  federal and
state  securities  laws,  other  than as a  result  of a  voluntary  act by this
corporation  which can be brought into compliance  without undue expense to this
corporation;  or (b)  the  shareholder  fails  to  comply  with  any  terms  and
conditions of its participation which are reasonably imposed by this corporation
and which apply generally to all persons  participating in the sale and issuance
of such New Securities.

     5.5 Termination.  The pre-emptive  right granted under this Section 5 shall
terminate on the effective date of the first to occur of the following:

          (a) the  effective  date of any  offering by this  corporation  of its
     equity  securities  to the public  pursuant  to an  effective  registration
     statement under the Securities Act in which the aggregate price paid by the
     public  for the  shares  shall  be at  least  Twenty-Five  Million  Dollars
     ($25,000,000); provided that such an offering shall not include an offering
     of this corporation's  equity securities made in connection with a business
     acquisition or combination or an employee benefit plan;

          (b) the closing of the sale of all or substantially  all of the assets
     and business of this  corporation in  substantially  a single  transaction;
     provided  that  the  transfer  of all or any  part  of the  assets  of this
     corporation  to  another   corporation  in  which  this  corporation  owns,
     immediately  after  such  transfer,  eighty  percent  (80%)  or more of the
     outstanding  voting  securities  of such  other  corporation  shall  not be
     considered a transaction described in this clause (b);

          (c)  the   consummation  of  the  merger  or   consolidation  of  this
     corporation  with and into another  corporation  or another  reorganization
     transaction  as a result of which  this  corporation  is not the  surviving
     corporation;  provided that the merger or consolidation of this corporation
     with  or  into   another   corporation   primarily   for  purposes  of  the
     re-domiciling  of this  corporation in another state and immediately  after
     which the shareholders of this corporation own eighty percent (80%) or more
     of the outstanding voting securities of the surviving corporation shall not
     be considered a transaction described in this clause (c); and

          (d) the  acquisition of any voting  securities of this  corporation by
     any person (as that term is used for  purposes of Section  13(d) or Section
     14(d) of the  Exchange  Act),  immediately  after  which  such  person  has
     beneficial  ownership  (within the meaning of Rule 13d-3  promulgated under
     the Exchange Act) of more than fifty  percent (50%) of the combined  voting
     power of this corporation's then outstanding voting securities.

     6. Protective Provisions.

     6.1  Except as  otherwise  required  by law,  this  corporation  shall not,
without the vote or written consent by the holders of at least a majority of the
outstanding shares of any series of Preferred Stock, take any action that alters
or changes the rights,  preferences  or  privileges  of such series of Preferred
Stock or increases the  authorized  number of shares of such series of Preferred
Stock.

     6.2 Except as  otherwise  required  by law,  so long as  680,000  shares of
Series C Preferred  are  outstanding,  subject to equitable  adjustment  for any
stock splits,  stock dividends or the like, this corporation  shall not, without
first obtaining the approval (by vote or written consent, as provided by law) of
the  holders  of at least a  majority  of the  outstanding  shares  of  Series C
Preferred, do any of the following:

          (a) redeem or  repurchase  any  outstanding  shares of Common Stock or
     Preferred  Stock,  or  securities  convertible  or  exchangeable  into,  or
     exercisable for, Common Stock or Preferred  Stock,  other than (i) pursuant
     to agreements  between this corporation and any of its employees  providing
     this  corporation  with the right of such  repurchase at original cost upon
     any  termination  of  employment  or (ii) the  redemption  of the  Series C
     Preferred pursuant to Section 7 of this Article III.

          (b) authorize, create or issue any new or existing shares of any class
     or classes or series of capital stock having any  preference or priority as
     to dividends or amounts  distributable  upon  dissolution,  liquidation  or
     winding up of this  corporation  superior  to or on a parity  with any such
     preference or priority of the Series C Preferred, or authorize or issue any
     shares  of stock  of any  class or any  bonds,  debentures,  notes or other
     obligations  convertible into or exercisable or exchangeable for, or having
     option rights to purchase,  any shares of stock of this corporation  having
     any  preference or priority as to dividends or amounts  distributable  upon
     dissolution,  liquidation or winding up of this corporation  superior to or
     on a parity with any such preference or priority of the Series C Preferred;

          (c)  reclassify  any Common Stock into shares having any preference or
     priority  as  to  dividends  or  amounts  distributable  upon  dissolution,
     liquidation  or winding up of this  corporation  superior to or on a parity
     with any such preference or priority of the Preferred Stock;

          (d) amend or repeal any  provision  of, or add any  provision to, this
     corporation's Amended and Restated Articles of Incorporation or Bylaws;

          (e) effect any Liquidating Event or Change of Control;

          (f) dissolve or liquidate  this  corporation  pursuant to Section 7 of
     the Bankruptcy Code;

          (g)   increase  or  decrease  the   authorized   number  of  directors
     constituting  the Board of  Directors or changing  the  requirements  for a
     director; or

          (h) declare a dividend or  extraordinary  dividend  with regard to any
     security.

     7. Redemption.

     7.1 Redemption  Rights  Generally.  On July 31, 2005 (the "First Redemption
Date"),  upon the  consent  of the  holders  of 66 2/3% of the then  outstanding
Series C Preferred (the "Requesting Investors"),  this corporation shall redeem,
in the manner and with the effect  provided in Sections  7.2 through 7.4, (i) 33
1/3% of the shares of the Series C Preferred  which  shall then be  outstanding;
(ii) on July 31, 2006 (the "Second  Redemption  Date"), 50% of the shares of the
Series C Preferred which shall then be  outstanding;  and (iii) on July 31, 2007
(the  "Third  Redemption  Date"),  100% of the shares of the Series C  Preferred
which shall then be outstanding.  Each of the First  Redemption Date, the Second
Redemption Date and the Third Redemption Date is hereinafter  referred to as the
"Redemption Date".

     7.2  Redemption  Price.  The  Series  C  Preferred  to be  redeemed  on the
Redemption  Date shall be  redeemed  by paying  for each share (the  "Redemption
Price") the sum of (a) $17.75 and (b) an amount equal to all  dividends  accrued
but unpaid thereon up to the Redemption  Date and all other  dividends  declared
but unpaid thereon.

     7.3  Redemption  Procedures.  Not  less  than  60  days  before  the  First
Redemption  Date,  the  Requesting  Investors  shall give written notice to this
corporation  of their  desire  for  this  corporation  to  redeem  the  Series C
Preferred.  Not less than 30 days before the  Redemption  Date,  written  notice
shall be made to the  holders  of record of the Series C  Preferred  Stock to be
redeemed,  specifying the number of shares to be redeemed,  the Redemption Price
and the  place and date of such  redemption,  which  date  shall not be a day on
which banks in California are required or authorized to close. If such notice of
redemption  shall have been duly given and if on or before such  Redemption Date
the funds  necessary  for  redemption  shall have been set aside so as to be and
continue to be available therefor, then notwithstanding that any certificate for
shares of Series C Preferred to be redeemed shall not have been  surrendered for
cancellation, after the close of business on such Redemption Date, the shares so
called  for  redemption  shall no longer be deemed  outstanding,  the  dividends
thereon shall cease to accrue,  and all rights with respect to such shares shall
forthwith after the close of business on the Redemption Date, cease, except only
the  right  of  the  holders  thereof  to  receive,  upon  presentation  of  the
certificate  representing shares so called for redemption,  the Redemption Price
therefor, without interest thereon.

In the case of the redemption, for any reason, of only a part of the outstanding
shares of the  Series C  Preferred  Stock on a  Redemption  Date,  all shares of
Series C Preferred  Stock to be redeemed  shall be selected pro rata,  and there
shall be so redeemed from each  registered  holder,  that  proportion of all the
shares to be  redeemed  which the number of shares held of record by such holder
bears to the total number of Series C Preferred Stock at the time outstanding.

     7.4  Redeemed  Shares to be  Retired.  Any  shares  of  Series C  Preferred
redeemed  pursuant to this Section 6 shall be permanently  retired and shall not
under any circumstances be reissued;  and this corporation may from time to time
take such appropriate  corporate action as may be necessary to reduce the number
of authorized shares of Series C Preferred accordingly.

     8.  Notices.  Any notice  required by the  provisions  of these Amended and
Restated Articles of Incorporation,  except as otherwise  specifically  provided
herein,  to be given to the  holders of shares of Series A  Preferred,  Series B
Preferred  or Series C  Preferred  shall be in writing and may be  delivered  by
personal  service or sent by telecopier,  e-mail,  telegraph or cable or sent by
first class mail, return receipt requested,  with postage thereon fully prepaid.
All such  communications  shall be  addressed  to each  holder  of record at its
address  appearing  on the  books of this  corporation.  If sent by  telecopier,
e-mail,  telegraph  or  cable,  a  confirming  copy  of  such  notice  shall  be
contemporaneously  sent by mail (in the manner  provided  above) to the holders.
Service of any such  communication made only by mail shall be deemed complete on
the date of actual delivery as shown by the addressee's  delivery  receipt or at
the  expiration  of the third  (3rd)  business  day  after the date of  mailing,
whichever is earlier in time.

                                       IV

     The liability of the  directors of this  corporation  for monetary  damages
shall be eliminated to the fullest extent permissible under California law.

                                                         V

     This  corporation  is authorized to provide  indemnification  of agents (as
defined  in Section  317 of the  California  Corporations  Code)  through  bylaw
provisions,  agreements  with  agents,  vote of  shareholders  or  disinterested
directors or otherwise, in excess of the indemnification  otherwise permitted by
Section 317 of the California  Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the corporation and its shareholders.

3. The foregoing  amendment and  restatement of these Articles of  Incorporation
has been duly approved by the Board of Directors.

4. The foregoing  amendment and  restatement of these Articles of  Incorporation
has been duly approved by the required vote of  shareholders  in accordance with
Section 902 of the California Corporations Code. The total number of outstanding
shares of this corporation is 1,162,487  shares of Common Stock,  100,000 shares
of Series A Preferred Stock, 139,000 shares of Series B Preferred Stock and zero
shares of Series C Preferred  Stock. The number of shares voting in favor of the
amendment  equaled or exceeded the vote required.  The percentage  vote required
was (a) more  than 50% of the  outstanding  shares  of  Common  Stock,  Series A
Preferred Stock and Series B Preferred Stock voting together,  (b) more than 50%
of the  outstanding  shares of Common  Stock voting as a class and (c) more than
50% of the outstanding shares of Series A Preferred Stock and Series B Preferred
Stock voting together as a class.

We further  declare  under  penalty  of  perjury  under the laws of the State of
California  that the matters set forth in this  certificate are true and correct
of our own knowledge.

DATE:  November 15, 2001

                                             /s/ Daniel P. McGuire
                                             ---------------------
                                             Daniel P. McGuire, President



                                             /s/ Stephen J. Golden
                                             ---------------------
                                             Stephen J. Golden, Secretary
EX-99 91 b-405.htm CERT OF INCORP IZOIC, INC. IZOIC 
                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               IZOIC INCORPORATED



Article I

     The name of the  Corporation  (herein  called the  "Corporation")  is IZOIC
Incorporated.

Article II

     The address of the  registered  office of the  Corporation  in the State of
Delaware is 9 East Loockerman Street, City of Dover, County of Kent. The name of
the registered  agent of the Corporation at such address is National  Registered
Agents, Inc.

Article III

     The purpose of the  Corporation  is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

Article IV

1. Authorized  Shares.  The Corporation shall be authorized to issue 195,000,000
shares of all classes,  consisting  of (i)  180,000,000  shares of Common Stock,
$.01 par value (the "Common  Stock"),  and (ii)  15,000,000  shares of Preferred
Stock, $.01 par value (the "Preferred Stock").

2. Common  Stock.  Each share of Common Stock shall be identical in all respects
and for all  purposes  and  entitled  to: one vote in all  proceedings  in which
action  may or is  required  to be taken  by  shareholders  of the  Corporation;
participate  equally in all dividends  payable with respect to the Common Stock,
as, if and when declared by the Board of Directors of the Corporation subject to
any dividend  preference in favor of Preferred  Stock;  and share ratably in all
distributions  of assets of the  Corporation  in the event of any  voluntary  or
involuntary  liquidation,  or  winding  up of the  affairs  of the  Corporation,
subject to any liquidation rights and preferences in favor of Preferred Stock.

3. Preferred Stock.

(a) Of the 15,000,000  authorized shares of Preferred Stock,  3,055,556 shall be
designated  "Series A Convertible  Participating  Preferred Stock" and 7,500,000
shall be designated  "Series B Convertible  Participating  Preferred Stock". The
shares of Series A  Convertible  Participating  Preferred  Stock are referred to
herein  as the  "Series  A  Preferred  Shares",  and  the  shares  of  Series  B
Convertible  Participating Preferred Stock are referred to herein as the "Series
B Preferred  Shares".  The Series A Preferred  Shares and the Series B Preferred
Shares shall collectively be referred to herein as the "Preferred Shares".

(b) With respect to the 4,444,444  shares of undesignated  Preferred Stock as of
the date hereof,  the Board of Directors of the Corporation shall have authority
to the fullest extent permitted under the Delaware General  Corporation Law (the
"DGCL") to adopt by  resolution  from time to time one or more  Certificates  of
Designation  providing  for the  designation  of one or more series of Preferred
Stock and the voting powers,  whether full or limited or no voting  powers,  and
such designations,  limitations or restrictions thereof, and to fix or alter the
number of shares comprising any such series,  subject to any requirements of the
DGCL and this Restated  Certificate  of  Incorporation,  as amended from time to
time.

     The  authority of the Board of  Directors  with respect to each such series
shall include,  without limitation of the foregoing,  the right to determine and
fix the following  preferences and powers,  which may vary as between  different
series of Preferred Stock:

     (i)  the distinctive designation of such series and the number of shares to
          constitute such series;

     (ii) the rate at which  dividends  on the  shares of such  series  shall be
          declared and paid, or set aside for payment,  whether dividends at the
          rate so determined  shall be  cumulative or accruing,  and whether the
          shares of such series shall be entitled to any  participating or other
          dividends in addition to dividends at the rate so  determined,  and if
          so, on what terms;

     (iii)the right or obligation,  if any, of the  Corporation to redeem shares
          of the particular  series of Preferred  Stock and, if redeemable,  the
          price, terms and manner of such redemption;

     (iv) the special  and  relative  rights and  preferences,  if any,  and the
          amount  or  amounts  per  share,  which the  shares of such  series of
          Preferred  Stock shall be entitled to receive  upon any  voluntary  or
          involuntary liquidation, dissolution or winding up of the Corporation;

     (v)  the terms and  conditions,  if any,  upon which  shares of such series
          shall be  convertible  into, or  exchangeable  for,  shares of capital
          stock of any other  series,  including the price or prices or the rate
          or rates of  conversion  or exchange and the terms of  adjustment,  if
          any;

     (vi) the  obligation,  if any,  of the  Corporation  to  retire,  redeem or
          purchase shares of such series pursuant to a sinking fund or fund of a
          similar  nature or  otherwise,  and the terms and  conditions  of such
          obligation;

     (vii)voting rights,  if any,  including  special voting rights with respect
          to the  election of  directors  and matters  adversely  affecting  any
          series of Preferred Stock;

     (viii)  limitations,  if any, on the issuance of additional  shares of such
          series or any shares of any other series of Preferred Stock; and

     (ix) such other preferences,  powers,  qualifications,  special or relative
          rights  and  privileges  thereof  as the  Board  of  Directors  of the
          Corporation, by the vote of the members of the Board of Directors then
          in office  acting in  accordance  with this  Restated  Certificate  of
          Incorporation,  or  the  holders  of any  Preferred  Stock,  may  deem
          advisable and are not  inconsistent  with law, the  provisions of this
          Restated  Certificate of  Incorporation  or the provisions of any such
          Certificate of Designation.

4. Dividends.

     The holders of the Preferred  Shares shall not be entitled to any annual or
other dividend, except and to the extent that if cash dividends are declared and
paid upon or set aside for the Common Stock, the holders of the Preferred Shares
shall be entitled to share in such cash  dividends pro rata in  accordance  with
the number of shares of Common Stock into which such  Preferred  Shares are then
convertible pursuant to Section 8 (e).

5. Liquidation.

(a) Upon a  Liquidation  (as defined  below),  after  payment or  provision  for
payment of the debts and other liabilities of the Corporation (i) the holders of
Series A Preferred  Shares  shall be entitled to receive,  out of the  remaining
assets of the Corporation  available for distribution to its stockholders,  with
respect to each Series A Preferred  Share an amount  (the  "Series A  Preference
Amount")  equal  to  the  sum of (A)  $1.00  per  share  (subject  to  equitable
adjustment as a result of any stock dividend, stock split, combination,  reverse
split, reclassification or similar event after the date of issuance of the first
Series A Preferred Share) and (B) all declared but unpaid dividends payable with
respect to such share under Section 4 above and (ii) the holders of the Series B
Preferred  Shares shall be entitled to receive,  out of the remaining  assets of
the Corporation available for distribution to its Stockholders,  with respect to
each Series B Preferred Share an amount (the "Series B Preference  Amount";  the
Series B Preference Amount and the Series A Preference Amount referred to herein
as the  "Preference  Amount",  as applicable)  equal to the sum of (A) $2.45 per
share (the  "Series B Purchase  Price")  (subject to equitable  adjustment  as a
result  of  any  stock  dividend,  stock  split,  combination,   reverse  split,
reclassification  or similar  event after the date of the  issuance of the first
Series B Preferred Share) and (B) all declared but unpaid dividends payable with
respect to such share  under  Section 4 above,  in the case of each (i) and (ii)
above, before any distribution shall be made to the holders of the Common Stock,
or any other class of capital  stock of the  Corporation  ranking  junior to the
Preferred Shares upon a liquidation of the Corporation.  If upon any Liquidation
the assets of the Corporation  available for  distribution  to its  stockholders
shall be insufficient to pay the holders of Preferred Shares the full Preference
Amount to which they shall be entitled,  the holders of  Preferred  Shares shall
share pro rata and pari passu in any distribution of assets,  each in accordance
with its respective Preference Amounts.

(b) Upon any Liquidation,  after payment or provision for payment in full of all
Preference  Amounts,  the  holders  of  Common  Stock and the  Preferred  Shares
(participating on an as converted basis as determined  pursuant to Section 8 (e)
hereof) shall be entitled to share pro rata in the distribution of the remaining
assets of the Corporation.

(c)  Notwithstanding  any of the other provisions of this Certificate,  upon any
Liquidation,  each holder of the  Preferred  Shares shall be entitled to receive
the greater of (i) the amount such holder  would have  received  under  Sections
5(a) and (b) above and (ii) the amount such holder  would have  received if such
holder had converted his or her shares of Preferred  Stock into shares of Common
Stock in accordance with Section 8.

(d)   "Liquidation"   means  (i)  any  voluntary  or  involuntary   liquidation,
dissolution  or winding up of the  affairs  of the  Corporation,  other than any
dissolution, liquidation or winding up in connection with any reincorporation of
the  Corporation  in another  jurisdiction,  (ii) any  transaction  or series of
related transactions  (including any consolidation or merger of the Corporation)
immediately  after the  occurrence  of which the holders of the capital stock of
the Corporation entitled to vote for the election of directors immediately prior
to  such  transaction  do  not  hold a  majority  of the  capital  stock  of the
Corporation (or the surviving or resulting  entity, as the case may be) entitled
to vote for the election of  directors,  or (iii) any sale or other  disposition
(in a single transaction or a series of related transactions) by the Corporation
of more than 50% of its assets (on a consolidated basis, if applicable).

(e) In the event of a Liquidation in which the  Corporation  does not distribute
any proceeds to its  stockholders  (because,  for example,  the  transaction  is
structured  as a sale of capital  stock or a merger),  the  stockholders  of the
Corporation shall be entitled to receive with respect to their shares of capital
stock of the  Corporation  the same portion of the aggregate  proceeds from such
transaction that they would have been entitled to receive if the Corporation had
first  received  such  proceeds  directly  and  then  distributed  them  to  the
stockholders in accordance with the provisions of Sections 5(a) and (b) hereof.

(f) In the event of a Liquidation  involving the sale of shares by  stockholders
of the  Corporation  or a  consolidation  or merger,  the assets  available  for
distribution to the  stockholders  from the  Corporation  shall be the aggregate
consideration payable to all selling stockholders  multiplied by a fraction, the
numerator  of which is the sum of the total  number  of  shares of Common  Stock
outstanding and the total number of shares of Common Stock issuable with respect
to  Common  Stock  Equivalents  (as  defined  below)  immediately  prior to such
Liquidation and the denominator of which is the total number of shares of Common
Stock sold (Preferred Shares being treated on an as converted basis) pursuant to
such Liquidation.

(g) "Common Stock  Equivalents" means all shares of Common Stock outstanding and
all shares of Common Stock issuable (without regard to any present  restrictions
on such issuance) upon the conversion, exchange or exercise of all securities of
the Corporation  that are convertible  into, or exchangeable or exercisable for,
shares of Common Stock (including the Preferred Shares).

(h) If any or all of the proceeds payable to the stockholders of the Corporation
in  connection  with a  Liquidation  are in a form other than cash or marketable
securities,  the fair market value of such consideration  shall be determined in
good faith by the Board of Directors of the Corporation.

6. Mandatory Redemption.

(a) At any time after December 13, 2006, the holders of a majority of the Series
A Preferred Shares then outstanding may demand that the Corporation  redeem (out
of funds  legally  available  for that  purpose) all or any portion of each such
holder's Series A Preferred  Shares then outstanding for a cash amount per share
equal to the Series A Preference Amount. Such right may be exercised by delivery
to the  Corporation  of a notice (a  "Series  A  Mandatory  Redemption  Notice")
requesting such redemption.  Any Series A Mandatory  Redemption  Notice given by
the holders of the Series A Preferred Shares pursuant to this Section 6(a) shall
also be a Series B Mandatory Redemption Notice given by a majority of the Series
B holders for purposes of Section 6(b). The Corporation shall redeem such Series
A Preferred  Shares on a date (a "Series A Mandatory  Redemption  Date") that is
not more  than 30 days  after  the  date of  delivery  of a  Series A  Mandatory
Redemption Notice.

(b) At any time after December 13, 2006, the holders of a majority of the Series
B Preferred Shares then outstanding may demand that the Corporation  redeem (out
of funds  legally  available  for that  purpose) all or any portion of each such
holder's Series B Preferred  Shares then outstanding for a cash amount per share
equal to the Series B Preference Amount. Such right may be exercised by delivery
to the  Corporation  of a notice (a  "Series  B  Mandatory  Redemption  Notice")
requesting such redemption.  Any Series B Mandatory  Redemption  Notice given by
the holders of the Series B Preferred Shares pursuant to this Section 6(b) shall
also be a Series A Mandatory Redemption Notice given by a majority of the Series
A holders for purposes of Section 6(a). The Corporation shall redeem such Series
B Preferred  Shares on a date (a "Series B Mandatory  Redemption  Date") that is
not more  than 30 days  after  the  date of  delivery  of a  Series B  Mandatory
Redemption  Notice  (the  Series A  Mandatory  Redemption  date and the Series B
Mandatory Redemption Date are each referred to herein as a "Mandatory Redemption
Date").

(c) If the Corporation has  insufficient  funds legally  available to redeem any
Preferred Shares required to be redeemed on any Mandatory Redemption Date, those
funds  legally  available for such purpose shall be used to redeem the number of
shares of  Preferred  Shares which may be legally  redeemed.  The holders of the
series of Preferred Stock requesting a mandatory  redemption pursuant to Section
6 of this Article IV shall  participate in any such partial  redemption pro rata
according to their respective  Preference  Amounts. At any time and from time to
time  thereafter  when  additional  funds  become  legally   available  for  the
redemption  of  capital  stock  of the  Corporation,  such  funds  shall be used
promptly to redeem the balance of Preferred Shares requested to be redeemed.

(d) At any time on or after a Mandatory Redemption Date each holder of record of
such series of Preferred  Stock to be redeemed on such date shall be entitled to
receive its  Preference  Amount upon actual  delivery to the  Corporation or its
agents  of  the  certificate  or  certificates  representing  the  shares  to be
redeemed.  On a  Mandatory  Redemption  Date,  all  rights  in  respect  of such
Preferred  Shares to be  redeemed,  except the right to receive  the  Preference
Amount,  shall  cease  and  terminate  (unless  default  shall  be  made  by the
Corporation in the payment of the Preference  Amount, in which event such rights
shall be  exercisable  until such  default is cured),  and such shares  shall no
longer  be  deemed  to  be  outstanding,  whether  or  not  the  certificate  or
certificates representing such shares have been received by the Corporation.

7. Voting Rights.

     In addition to the rights  provided  by law,  the holders of the  Preferred
Shares  shall be entitled  to vote on all matters as to which  holders of Common
Stock shall be entitled to vote,  in the same manner and with the same effect as
such holders of Common Stock,  voting  together with the holders of Common Stock
as one class.  Each  Preferred  Share shall  entitle the holder  thereof to such
number of votes as shall equal the number of whole  shares of Common  Stock into
which such Preferred Share is then convertible pursuant to Section 8(e).

8. Optional Conversion.

(a) Upon the  terms  set  forth in this  Section  8,  each  holder  of  Series A
Preferred Shares shall have the right, at such holder's option,  at any time and
from time to time,  to convert  any of such shares into the number of fully paid
and  nonassessable  shares of Common  Stock  equal to the  quotient  obtained by
dividing  (i) the  product of the Series A  Preference  Amount and the number of
Series A Preferred Shares being converted, by (ii) the Series A Conversion Price
(as defined  below),  as last  adjusted and then in effect,  by surrender of the
certificates  representing  the  shares  of  Series  A  Preferred  Shares  to be
converted.  The  initial  conversion  price per share at which  shares of Common
Stock shall be issuable upon  conversion of shares of Series A Preferred  Shares
(the "Series A Conversion  Price") shall be $1.00. The Series A Conversion Price
shall be subject to adjustment from time to time in accordance with Section 8(e)
below.

(b) Upon the  terms  set  forth in this  Section  8,  each  holder  of  Series B
Preferred Shares shall have the right, at such holder's option,  at any time and
from time to time,  to convert  any of such shares into the number of fully paid
and  nonassessable  shares of Common  Stock  equal to the  quotient  obtained by
dividing  (i) the  product of the Series B  Preference  Amount and the number of
Series B Preferred Shares being converted, by (ii) the Series B Conversion Price
(as defined  below),  as last  adjusted and then in effect,  by surrender of the
certificates  representing  the  shares  of  Series  B  Preferred  Shares  to be
converted.  The  initial  conversion  price per share at which  shares of Common
Stock shall be issuable upon  conversion of shares of Series B Preferred  Shares
(the "Series B Conversion Price") shall be $0.093. The Series B Conversion Price
shall be subject to adjustment from time to time in accordance with Section 8(e)
below.  The term  "Conversion  Price" as used  herein  shall  mean the  Series A
Conversion Price or the Series B Conversion Price, as applicable.

(c) Any holder of Preferred Shares may exercise the conversion right pursuant to
paragraph (a) or (b) above, as applicable,  by delivering to the Corporation the
certificate  or  certificates  for the shares to be converted,  duly endorsed or
assigned in blank or to the  Corporation  (if  required by it),  accompanied  by
written notice stating that the holder elects to convert such shares and stating
the name or names (with address) in which the  certificate or  certificates  for
the shares of Common Stock are to be issued.  Conversion shall be deemed to have
been effected on the date when such delivery is made (the "Conversion Date"). As
promptly as practicable  thereafter,  the Corporation shall issue and deliver to
or upon the  written  order of such  holder,  to the  place  designated  by such
holder,  a certificate or  certificates  for the number of full shares of Common
Stock to which  such  holder is  entitled,  and a cash  amount in respect of any
fractional  interest in a share of Common  Stock as provided  in  paragraph  (d)
below. The person in whose name the certificate or certificates for Common Stock
are to be issued  shall be a  stockholder  of record of such Common Stock on the
applicable  Conversion  Date unless the transfer  books of the  Corporation  are
closed on that date, in which event such person shall be a stockholder of record
of such Common Stock on the next succeeding date on which the transfer books are
open, but the Conversion  Price shall be that in effect on the Conversion  Date.
Upon  conversion  of  only a  portion  of the  number  of  shares  covered  by a
certificate   representing  shares  of  the  Preferred  Shares  surrendered  for
conversion, the Corporation shall issue and deliver to or upon the written order
of the holder of the certificate so surrendered  for conversion,  at the expense
of the  Corporation,  a new  certificate  covering  the number of shares of such
Preferred  Shares  representing  the  unconverted  portion of the certificate so
surrendered.

(d) Upon conversion,  the Corporation  (unless otherwise requested by the holder
of the Preferred Shares subject to conversion)  will issue fractional  shares of
its Common Stock,  as applicable,  and shall not distribute cash in lieu of such
fractional  shares.  The number of full  shares of Common  Stock  issuable  upon
conversion  of any  Preferred  Shares  shall  be  computed  on the  basis of the
aggregate  number of shares of Preferred  Shares to be converted.  If fractional
shares of Common Stock which would  otherwise be issuable upon conversion of any
such shares of Preferred Stock are not issued,  the Corporation shall pay a cash
adjustment  in respect of such  fractional  interest  in an amount  equal to the
product  of (i) the  price of one share of Common  Stock as  determined  in good
faith by the Board and (ii) such  fractional  interest,  and, in such case,  the
holders  of  fractional  interests  shall  not  be  entitled  to any  rights  as
stockholders of the Corporation in respect of such fractional interests.

(e) The  Conversion  Price shall be subject to  adjustment  from time to time as
follows:

     (i)  If the  Corporation  shall, at any time or from time to time after the
          date of original  issuance of the first Series B Preferred  Share (the
          "Series B Original Issuance Date") but prior to May 2, 2002, issue any
          Equity  Securities  (as defined  below) other than Excluded  Stock (as
          defined below) without  consideration or for a consideration per share
          less than the Series B Conversion Price in effect immediately prior to
          the issuance of such Equity  Securities,  then the Series B Conversion
          Price in  effect  immediately  prior to each  such  issuance  shall be
          lowered  to an  amount  equal  to  the  lowest  amount  of  per  share
          consideration  that was received for such Equity  Securities that were
          issued.

     (ii) If the  Corporation  shall, at any time or from time to time after (i)
          with  respect to the Series A Preferred  Shares,  the date of original
          issuance of the first Series A Preferred Share (the "Series A Original
          Issuance  Date",  and together with the Series B Original  Issue Date,
          with respect to each such series of Preferred  Shares,  its  "Original
          Issuance Date") or (ii) with respect to the Series B Preferred Shares,
          May 2, 2002, issue any Equity Securities (as defined below) other than
          Excluded  Stock (as  defined  below)  without  consideration  or for a
          consideration  per share less than the Conversion Price for any series
          of Preferred Stock in effect immediately prior to the issuance of such
          Equity  Securities,  then the Conversion  Price for any such series of
          Preferred  Stock in effect  immediately  prior to each  such  issuance
          shall  forthwith be lowered to a price equal to the quotient  obtained
          by dividing:

          (A)  an amount  equal to the sum of (x) the total  number of shares of
               Common Stock  outstanding  (including  any shares of Common Stock
               deemed to have been issued  pursuant to subdivision (C) of clause
               (iii) below)  immediately  prior to such issuance,  multiplied by
               the  Conversion  Price  in  effect   immediately  prior  to  such
               issuance,  and (y) the consideration  received by the Corporation
               upon such issuance; by

          (B)  the total number of shares of Common Stock outstanding (including
               any shares of Common Stock deemed to have been issued pursuant to
               subdivision  (C) of clause  (iii)  below)  immediately  after the
               issuance of such Common Stock.

     (iii)For the purposes of any adjustment of the Conversion Price pursuant to
          clause  (i)  and  (ii)  above,  the  following   provisions  shall  be
          applicable:

          (A)  In the case of the  issuance of Equity  Securities  for cash in a
               QIPO (as herein defined) or private placement,  the consideration
               shall be deemed to be the  amount  of cash  paid  therefor  after
               deducting therefrom any discounts,  commissions or placement fees
               payable by the  Corporation to any underwriter or placement agent
               in connection with the issuance and sale thereof.

          (B)  In  the  case  of  the  issuance  of  Equity   Securities  for  a
               consideration   in  whole  or  in  part  other  than  cash,   the
               consideration  other  than  cash  shall be  deemed to be the fair
               market value  thereof as determined in good faith by the Board of
               Directors  of the  Corporation,  irrespective  of any  accounting
               treatment.

          (C)  In the case of the  issuance  of options to purchase or rights to
               subscribe for Common Stock, securities by their terms convertible
               into or exchangeable  for Common Stock, or options to purchase or
               rights  to  subscribe  for  such   convertible  or   exchangeable
               securities:

               (1)  the  aggregate  maximum  number of  shares  of Common  Stock
                    deliverable  upon  exercise  of such  options to purchase or
                    rights to subscribe for Common Stock shall be deemed to have
                    been  issued at the time such  options or rights were issued
                    and  for  a   consideration   equal  to  the   consideration
                    (determined in the manner provided in  subdivisions  (A) and
                    (B) above),  if any,  received by the  Corporation  upon the
                    issuance of such options or rights plus the minimum purchase
                    price  provided  in such  options  or rights  for the Common
                    Stock covered thereby;

               (2)  the  aggregate  maximum  number of  shares  of Common  Stock
                    deliverable  upon  conversion of or in exchange for any such
                    convertible or exchangeable  securities or upon the exercise
                    of  options  to  purchase  or rights to  subscribe  for such
                    convertible  or   exchangeable   securities  and  subsequent
                    conversion or exchange  thereof shall be deemed to have been
                    issued at the time such securities,  options, or rights were
                    issued and for a  consideration  equal to the  consideration
                    received  by the  Corporation  for any such  securities  and
                    related  options or rights  (excluding  any cash received on
                    account of accrued interest or accrued dividends),  plus the
                    additional  consideration,  if any,  to be  received  by the
                    Corporation   upon  the   conversion  or  exchange  of  such
                    securities or the exercise of any related  options or rights
                    (the  consideration  in each  case to be  determined  in the
                    manner provided in subdivisions (A) and (B) above);

               (3)  on any change in the number of shares or  exercise  price of
                    Common Stock  deliverable  upon exercise of any such options
                    or rights or conversions of or exchange for such securities,
                    other  than  a  change   resulting  from  the   antidilution
                    provisions thereof,  the Conversion Price shall forthwith be
                    readjusted to such  Conversion  Price as would have obtained
                    had the  adjustment  made upon the issuance of such options,
                    rights or securities not converted prior to such change,  or
                    options or rights  related to such  securities not converted
                    prior to such  change,  been  made  upon  the  basis of such
                    change; and

               (4)  on the  expiration  of  any  such  options  or  rights,  the
                    termination of any such rights to convert or exchange or the
                    expiration  of  any  options  or  rights   related  to  such
                    convertible or exchangeable securities, the Conversion Price
                    shall  forthwith be readjusted to such  Conversion  Price as
                    would  have  obtained  had  the  adjustment  made  upon  the
                    issuance of such options,  rights,  securities or options or
                    rights related to such  securities  been made upon the basis
                    of the issuance of only the number of shares of Common Stock
                    actually issued upon the exercise of such options or rights,
                    upon the conversion or exchange of such securities,  or upon
                    the  exercise  of the  options  or  rights  related  to such
                    securities and subsequent conversion or exchange thereof.

                    (iv) "Excluded  Stock" means (1) 2,379,857  shares of Common
                         Stock at any time issuable upon the exercise of options
                         granted  to  directors,   officers,   consultants   and
                         employees  of the  Corporation  issued  pursuant to the
                         Corporation's  1999 Stock Option Plan,  as amended (the
                         "Option   Plan")  or  such   other   number  of  Equity
                         Securities approved by unanimous written consent of the
                         Board of Directors  for inclusion in the Option Plan or
                         for any other  issuance in  connection  with  executive
                         compensation,  (2) shares of Common Stock issuable upon
                         conversion of Preferred  Shares,  (3) 213,000 shares of
                         Common  Stock  reserved  for  issuance to the  American
                         Public  Works  Association,  (4) shares of Common Stock
                         issued  in  connection  with  any  acquisition  or debt
                         financing by the Corporation,  (5) up to 226,758 shares
                         of Preferred Stock issuable to InSight Capital Partners
                         III, L.P. or any of its controlled Affiliates or to BEn
                         Tech Ventures Holdings,  LLC pursuant to the conversion
                         of those  Convertible  Unsecured  Notes  issued  by the
                         Corporation to such entities on April 17, 2001, and (6)
                         Equity   Securities   issuable  upon  exercise  of  any
                         warrants (the  "Warrants")  issued pursuant to the Note
                         and Warrant Purchase  Agreement dated as of October 31,
                         2001,  as  amended,  by and among the  Company and such
                         purchasers of Warrants.  "Equity  Securities" means all
                         shares  of  capital  stock  of  the  Corporation,   all
                         securities  convertible or  exchangeable  for shares of
                         capital  stock  of the  Corporation,  and all  options,
                         warrants,  and other  rights to purchase  or  otherwise
                         acquire  from the  Corporation  shares of such  capital
                         stock.

                    (v)  If, at any time after the Original  Issuance  Date, the
                         number  of  shares  of  Common  Stock   outstanding  is
                         increased  by a stock  dividend  payable  in  shares of
                         Common Stock or by a subdivision  or split-up of shares
                         of Common  Stock,  then,  following the record date for
                         the  determination  of holders of Common Stock entitled
                         to  receive  such  stock   dividend,   subdivision   or
                         split-up,  the Conversion  Price shall be appropriately
                         decreased  so that the number of shares of Common Stock
                         issuable on  conversion  of each share of the Preferred
                         Shares  shall  be  increased  in   proportion  to  such
                         increase in outstanding shares.

                    (vi) If, at any time after the Original  Issuance  Date, the
                         number  of  shares  of  Common  Stock   outstanding  is
                         decreased by a combination of the outstanding shares of
                         Common Stock, then,  following the record date for such
                         combination,    the    Conversion    Price   shall   be
                         appropriately increased so that the number of shares of
                         Common Stock  issuable on  conversion  of each share of
                         the  Preferred  Shares shall be decreased in proportion
                         to such decrease in outstanding shares.

                    (vii)Except as  provided  in  Section 6, in the event of any
                         capital   reorganization   of  the   Corporation,   any
                         reclassification of the stock of the Corporation (other
                         than a change  in par value or from no par value to par
                         value or from par  value to no par value or as a result
                         of  a  stock  dividend  or  subdivision,   split-up  or
                         combination of shares),  or any consolidation or merger
                         of the Corporation,  each share of the Preferred Shares
                         shall  after  such  reorganization,   reclassification,
                         consolidation,  or merger be convertible  into the kind
                         and  number of shares of stock or other  securities  or
                         property  of  the  Corporation  or of  the  corporation
                         resulting  from such  consolidation  or surviving  such
                         merger to which the  holder of the  number of shares of
                         Common Stock deliverable (immediately prior to the time
                         of such reorganization, reclassification, consolidation
                         or  merger)  upon  conversion  of  such  share  of  the
                         Preferred  Shares  would have been  entitled  upon such
                         reorganization,   reclassification,   consolidation  or
                         merger.  The provisions of this clause shall  similarly
                         apply to successive reorganizations, reclassifications,
                         consolidations or mergers.

                    (viii) All  calculations  under this paragraph shall be made
                         to the nearest one  hundredth  (1/100) of a cent or the
                         nearest  one tenth  (1/10) of a share,  as the case may
                         be.

                    (ix) In any case in which the  provisions of this  paragraph
                         (e)  shall  require  that an  adjustment  shall  become
                         effective  immediately after a record date of an event,
                         the  Corporation may defer until the occurrence of such
                         event  (i)  issuing  to the  holder of any share of the
                         Preferred  Shares  converted after such record date and
                         before  the  occurrence  of such  event  the  shares of
                         capital stock  issuable upon such  conversion by reason
                         of the adjustment required by such event in addition to
                         the  shares  of  capital   stock   issuable  upon  such
                         conversion  before giving  effect to such  adjustments,
                         and (ii)  paying to such  holder  any amount in cash in
                         lieu of a fractional share of capital stock pursuant to
                         paragraph  (d)  above;  provided,   however,  that  the
                         Corporation shall deliver to such holder an appropriate
                         instrument  evidencing  such holder's  right to receive
                         such additional shares and such cash.

(f)  Whenever  the  Conversion  Price shall be adjusted as provided in paragraph
(e), the Corporation shall make available for inspection during regular business
hours,  at its  principal  executive  offices or at such  other  place as may be
designated  by the  Corporation,  a  statement,  signed by its  chief  executive
officer,  showing  in  detail  the  facts  requiring  such  adjustment  and  the
Conversion Price that shall be in effect after such adjustment.  The Corporation
shall also cause a copy of such  statement to be sent by  nationally  recognized
overnight carrier or by first class certified mail, return receipt requested and
postage prepaid, to each holder of the Preferred Shares at such holder's address
appearing on the  Corporation's  records.  Where  appropriate,  such copy may be
given in advance and may be included as part of any notice required to be mailed
under the provisions of paragraph (g) below.

(g) If the  Corporation  shall propose to take any action of the types described
in clauses (v), (vi) or (vii) of paragraph (e) above, the Corporation shall give
notice to each  holder  of the  Preferred  Shares,  in the  manner  set forth in
paragraph  (f) above,  which notice shall  specify the record date, if any, with
respect to any such  action and the date on which such  action is to take place.
Such  notice  shall also set forth such facts with  respect  thereto as shall be
reasonably  necessary  to indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Conversion  Price and the
number,  kind or class of shares or other  securities or property which shall be
deliverable  or  purchasable  upon the  occurrence of such action or deliverable
upon conversion of the Preferred  Shares.  In the case of any action which would
require the fixing of a record date, such notice shall be given at least 20 days
prior to the date so fixed,  and in case of all other action,  such notice shall
be given at least 30 days prior to the taking of such proposed  action.  Failure
to give such  notice,  or any defect  therein,  shall not affect the legality or
validity of any such action.

(h) The Corporation  shall reserve,  and at all times from and after the date of
the Original Issuance Date keep reserved,  free from preemptive  rights,  out of
its  authorized but unissued  shares of Common Stock,  solely for the purpose of
effecting the conversion of the Preferred  Shares,  sufficient  shares of Common
Stock to provide for the conversion of all outstanding Preferred Shares.

9. Mandatory Conversion.

(a) Upon the consummation of the first underwritten  public offering pursuant to
an effective  registration  statement  filed on Form S-1 (or its successor form)
under the  Securities  Act  covering  the offer and sale of not more than thirty
percent (30%) of the  Corporation's  then (after giving effect to such offering)
outstanding  shares of Common Stock and resulting in aggregate  proceeds (net of
underwriting  discounts and  commissions)  to the  Corporation  of not less than
twenty-five million dollars ($25,000,000) and a per share price of not less than
$7.50 (a "QIPO"),  each Preferred Share then outstanding shall, by virtue of and
simultaneously with such occurrence,  be automatically converted into the number
of fully paid and  nonassessable  shares of Common  Stock equal to the  quotient
obtained by dividing (i) the Preference  Amount by (ii) the Conversion Price, as
last adjusted pursuant to Section 8 and then in effect.

(b) As promptly as practicable after the date of the first of the conditions set
forth in  Section  9(a) to occur  and the  delivery  to the  Corporation  of the
certificate or certificates  for the Preferred Shares which have been converted,
duly endorsed or assigned in blank to the  Corporation  (if required by it), the
Corporation  shall issue and deliver to or upon the written order of each holder
of Preferred  Shares,  to the place  designated by such holder, a certificate or
certificates  for the number of full shares of Common Stock to which such holder
is entitled,  and a cash amount in respect of any fractional interest in a share
of Common Stock as provided in Section 8(d) above.  The person in whose name the
certificate or certificates for Common Stock are to be issued shall be deemed to
have become a stockholder  of record on the date of such  occurrence and on such
date the  Preferred  Shares  shall cease to be  outstanding,  whether or not the
certificates representing such shares have been received by the Corporation.



Article V

     The number of  directors of the  Corporation  shall be such as from time to
time shall be fixed in the manner  provided in the  By-laws of the  Corporation.
The election of directors of the  Corporation  need not be by ballot  unless the
By-laws so require.

Article VI

     A  director  of the  Corporation  shall  not be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the director  derived any improper
personal benefit.  If the Delaware General  Corporation Law is amended after the
date of incorporation  of the Corporation to authorize  corporate action further
eliminating or limiting the personal liability of directors,  then the liability
of a director of the  Corporation  shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

     The Corporation  shall indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative, or investigative (a "Proceeding"), by reason of
the fact that he or she or his or her testator or intestate is or was a director
of the  Corporation or any subsidiary of the  Corporation or any  predecessor of
the Corporation or any subsidiary of the Corporation, or serves or served at any
other  enterprise  as  director  at  the  request  of  the  Corporation  of  any
predecessor to the  Corporation,  or acted at the direction of any such director
against all expense,  liability  and loss  actually and  reasonably  incurred or
suffered by such Indemnitee in connection therewith.

     Any indemnification under this Article VI (unless ordered by a court) shall
be made by the Corporation  upon a  determination  that  indemnification  of the
director is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General Corporate Law, as the same
exists or hereafter may be amended (but, in the case of any such amendment, only
to the extent that such amendment  permits the  Corporation  to provide  broader
indemnification  rights than said law permitted the Corporation to provide prior
to such amendment).

     Expenses  (including  attorneys'  fees)  incurred  by  a  director  of  the
Corporation  in  defending  a  Proceeding  shall be paid by the  Corporation  in
advance  of  the  final  disposition  of  such  Proceeding  upon  receipt  of an
undertaking  by or on behalf of the director to repay all amounts so advanced in
the event that it shall  ultimately  be  determined  that such  director  is not
entitled to be indemnified by the Corporation as authorized in this Article VI.

     The indemnification and advancement of expenses provided by this Article VI
shall not be deemed  exclusive  of any  other  rights to which a person  seeking
indemnification or advancement of expenses may be entitled under any law (common
or  statutory),   by-law,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another  capacity  while  holding  office or while  employed  by or
acting as agent for the Corporation.  All rights to  indemnification  under this
Article VI shall be deemed to be a contract  between  the  Corporation  and each
director of the Corporation or any of its  subsidiaries  who serves or served in
such capacity at any time while this Article VI is in effect.

     The  Corporation  shall have power to purchase  and  maintain  insurance on
behalf of any person  who is or was or has  agreed to become a  director  of the
Corporation or any of its  subsidiaries,  or is or was serving at the request of
the  Corporation  as a  director  of  another  corporation,  partnership,  joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her or on his or her behalf in any such capacity,  or
arising out of his or her status as such,  whether or not the Corporation  would
have the  power  to  indemnify  him or her  against  such  liability  under  the
provisions of this Article VI.

     If this Article VI or any portion hereof shall be invalidated on any ground
by any court of competent jurisdiction,  then the Corporation shall nevertheless
indemnify  or advance  expenses to each person  entitled to  indemnification  or
advancement  of expenses,  as the case may be, as to all expense,  liability and
loss actually and  reasonably  incurred or suffered by such person and for which
indemnification or advancement of expenses,  as the case may be, is available to
such person  pursuant to this  Article VI to the full  extent  permitted  by any
applicable  portion of this Article VI that shall not have been  invalidated and
to the full extent permitted by applicable law.

     Neither any  amendment  nor repeal of this  Article VI, nor the adoption of
any provision of this Restated  Certificate of Incorporation  inconsistent  with
this  Article VI,  shall  eliminate  or reduce the effect of this  Article VI in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article VI would accrue or arise,  prior to such  amendment,  repeal of
adoption of an inconsistent provision.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.

Article VII

     From time to time any of the  provisions  of this Restated  Certificate  of
Incorporation  may  be  altered,  amended  or  repealed,  and  other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted,  in the manner and at the time  prescribed by said laws,  and
all rights at any time conferred  upon the  stockholders  of the  Corporation by
this Restated Certificate of Incorporation are granted subject to the provisions
of this Article VII.

Article VIII

     Whenever a compromise or  arrangement is proposed  between the  Corporation
and its creditors or any class of them and/or  between the  Corporation  and its
stockholders  or any class of them, any court of equitable  jurisdiction  within
the  State  of  Delaware  may,  on  the  application  in a  summary  way  of the
Corporation or of any creditor or stockholder  thereof or on the  application of
any receiver or receivers  appointed for the Corporation under the provisions of
Section 291 of the Delaware  General  Corporation  Law or on the  application of
trustees in  dissolution  or of any  receiver  or  receivers  appointed  for the
Corporation  under  the  provisions  of  Section  279  of the  Delaware  General
Corporation  Law order a meeting of the creditors or class of creditors,  and/or
of the stockholders or class of stockholders of the Corporation, as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,   and/or  of  the  stockholders  or  class  of  stockholders  of  the
Corporation,  as the case may be, agree on any compromise or arrangement  and to
any  reorganization  of the  Corporation as a consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of the Corporation,  as the case may be,
and also on the Corporation.
EX-99 92 b-407.htm CERT OF FORM CINERGY ORIGINATION & TRADE LLC Cinergy Origination and Trade 
                            CERTIFICATE OF FORMATION

                                       OF

                        Cinergy Origination & Trade, LLC


     The  undersigned,  being a natural  person of age  eighteen  years or more,
acting as the Sole Organizer of a limited  liability  company under the Delaware
Limited Liability Company Act (as the same may be amended from time to time, the
"Act"), adopts, pursuant to Section 18-201 of the Act, the following Certificate
of Formation for such limited liability company (the "Company"):

                                    ARTICLE I

                                      NAME

                        The name of the Company shall be:
                        Cinergy Origination & Trade, LLC

                                   ARTICLE II

                       REGISTERED OFFICE, REGISTERED AGENT

     The initial  registered office of the Company shall be: c/o The Corporation
Trust Company, 1209 Orange Street,  Wilmington,  New Castle County, Delaware, or
such other  location  as the  Company by consent  shall  determine.  The initial
registered  agent of the Company shall be: The Corporation  Trust Company,  1209
Orange Street,  Wilmington,  New Castle County, Delaware, or such other location
as the Company by consent shall determine.  Either the registered  office or the
registered agent may be changed in the manner provided by law.

                                   ARTICLE III

                               PERIOD OF DURATION

     The Company shall exist until dissolved according to law or by the terms of
its Limited Liability Company Agreement (the "LLC Agreement").


                                   ARTICLE IV

                                     POWERS

     Except as restricted  by the  Certificate  of Formation,  the Company shall
have and may exercise all powers and rights,  which a limited  liability company
may exercise legally pursuant to the Act.

                                    ARTICLE V

                 ADOPTION OF LIMITED LIABILITY COMPANY AGREEMENT

     The initial LLC  Agreement of the Company  shall be adopted by its members.
The LLC Agreement may contain any  provisions  for the regulation and management
of the affairs of the Company not  inconsistent  with law or this Certificate of
Formation.

                                   ARTICLE VI

                                   AMENDMENTS

     The Company  reserves the right to amend this Certificate of Formation from
time to time in accordance with the Act,  provided,  that the unanimous approval
of the members of the Company to such amendment has been duly obtained.


     The undersigned does hereby certify,  make and acknowledge this Certificate
of Formation on this 19th day of October, 2001.





                                                              /s/ Cecilia Temple
                                                              ------------------
                                                              Cecilia Temple
                                                              Sole Organizer
EX-99 93 exhibitg.htm EXHIBIT G - SUBSIDIARY LISTING Exhibit H 
                                                                 Exhibit G
                               Subsidiary Listing
                               ------------------

The  following is a listing of the  subsidiaries  of each  registrant  and their
state of  incorporation  or  organization  indented to show degree of remoteness
from registrant.

                                                          State or County of
                                                           Organization or
           Name of Company                                  Incorporation
           ---------------                                  -------------
(Indentation indicates subsidiary relationship)

Cinergy Corp.                                                 Delaware

   Cinergy Services, Inc.                                     Delaware

   The Cincinnati Gas & Electric Company                      Ohio
     Cinergy Power Investments, Inc.                          Ohio
     CPI Allowance Management, LLC                            Delaware
     CPI Investments, LLC                                     Delaware
     The Union Light, Heat and Power Company                  Kentucky
     Tri-State Improvement Company                            Ohio
     Lawrenceburg Gas Company                                 Indiana
     Miami Power Corporation                                  Indiana
     KO Transmission Company                                  Kentucky

   PSI Energy, Inc.                                           Indiana
     South Construction Company, Inc.                         Indiana

   Cinergy Investments, Inc.                                  Delaware
     Cinergy-Cadence, Inc.                                    Indiana
       Cadence Network, Inc.                                  Delaware
     Cinergy Capital & Trading, Inc.                          Indiana
       Brownsville Power I, LLC                               Delaware
       Caledonia Power I, LLC                                 Delaware
       CinCap - Chippewa, LLC                                 Delaware
       CinCap - Martinsville, LLC                             Delaware
       CinCap - Oraville, LLC                                 Delaware
       CinCap PIC, LLC                                        Delaware
        CinPeak Resources, LLC                                Delaware
       CinCap IV, LLC                                         Delaware
       CinCap V, LLC                                          Delaware
       CinCap VIII, LLC                                       Delaware
        CinCap VII, LLC                                       Delaware
        CinCap Madison, LLC                                   Delaware
       CinCap IX, LLC                                         Delaware
       CinCap X, LLC                                          Delaware
       CinPower I, LLC                                        Delaware
       Cinergy Canada, Inc.                                   Canada
       Cinergy Limited Holdings, LLC                          Delaware
       Cinergy General Holdings, LLC                          Delaware
        Cinergy Marketing & Trading, LLC                      Delaware
       Cinergy Propane, LLC                                   Delaware
       Cinergy Retail Power Limited, Inc.                     Delaware
       Cinergy Retail Power General, Inc.                     Texas
        Cinergy Retail Power, L.P.                            Delaware
       ENCOAL OPCO, LLC                                       Delaware
       Cinergy Transportation, LLC                            Delaware
       SynCap II, LLC                                         Delaware
     Cinergy Telecommunications Holding Company, Inc.         Delaware
       Q-Comm Corporation                                     Nevada
       Lattice Communications, LLC                            Delaware
     Cinergy Engineering, Inc.                                Ohio
     Cinergy-Centrus, Inc.                                    Delaware
     Cinergy-Centrus Communications, Inc.                     Delaware
     Cinergy Solutions Holding Company, Inc.                  Delaware
       1388368 Ontario Inc.                                   Canada
       3036243 Nova Scotia Company                            Nova Scotia
        Cinergy Solutions Limited Partnership                 Canada
       Vestar, Inc.                                           Delaware
        Vestar Limited                                        Canada
          Keen Rose Technology Group Limited                  Canada
          Optimira Controls, Inc.                             Canada
       Cinergy EPCOM, LLC                                     Delaware
       Cinergy EPCOM College Park, LLC                        Delaware
       Cinergy Solutions, Inc.                                Delaware
        BSPE Holdings, LLC                                    Delaware
          BSPE Limited, LLC                                   Delaware
          BSPE General, LLC                                   Texas
            BSPE, LP                                          Delaware
        Cinergy Energy Solutions, Inc.                        Delaware
          Zahren Alternative Power Corporation                Delaware
        Cinergy GASCO Solutions, LLC                          Delaware
          Countryside Landfill Gasco., L.L.C.                 Delaware
          Morris Gasco, L.L.C.                                Delaware
          Brown County Landfill Gas Associates, L.P.          Delaware
        Cinergy Solutions of Boca Raton, LLC                  Delaware
        Cinergy Solutions of Philadelphia, LLC                Delaware
        Cinergy Solutions Partners, LLC                       Delaware
          CST Limited, LLC                                    Delaware
          CST General, LLC                                    Texas
            CST Green Power, L.P.                             Delaware
              Green Power Holdings, LLC                       Delaware
               Green Power G.P., LLC                          Texas
               Green Power Limited, LLC                       Delaware
                 South Houston Green Power, L.P.              Delaware
        CSGP of Southeast Texas, LLC                          Delaware
        CSGP Limited, LLC                                     Delaware
        CSGP General, LLC                                     Texas
          CSGP Services, L.P.                                 Delaware
        Lansing Grand River Utilities, LLC                    Delaware
        Oklahoma Arcadian Utilities, LLC                      Delaware
        Shreveport Red River Utilities, LLC                   Delaware
       Cinergy Solutions of Tuscola, Inc.                     Delaware
       Delta Township Utilities, LLC                          Delaware
       Energy Equipment Leasing LLC                           Delaware
       Trigen-Cinergy Solutions LLC                           Delaware
       Trigen-Cinergy Solutions of Ashtabula LLC              Delaware
       Trigen-Cinergy Solutions of Baltimore LLC              Delaware
       Trigen-Cinergy Solutions of Boca Raton, LLC            Delaware
       Trigen-Cinergy Solutions of Cincinnati LLC             Ohio
       Trigen-Cinergy Solutions of College Park, LLC          Delaware
       Trigen-Cinergy Solutions of Lansing LLC                Delaware
        Trigen/Cinergy - USFOS of Lansing LLC                 Delaware
       Trigen-Cinergy Solutions of Orlando LLC                Delaware
       Trigen-Cinergy Solutions of Owings Mills LLC           Delaware
       Trigen-Cinergy Solutions of Owings Mills
         Energy Equipment Leasing, LLC                        Delaware
       Trigen-Cinergy Solutions of Rochester LLC              Delaware
       Trigen-Cinergy Solutions of Silver Grove LLC           Delaware
       Trigen-Cinergy Solutions of San Diego LLC              Delaware
       Trigen-Cinergy Solutions of the Southeast LLC          Delaware
       Trigen-Cinergy Solutions of St. Paul LLC               Delaware
        Environmental Wood Supply                             Minnesota
        St. Paul Cogeneration LLC                             Minnesota
       Trigen-Cinergy Solutions of Tuscola, LLC               Delaware
     Cinergy Supply Network, Inc.                             Delaware
       Reliant Services, LLC                                  Indiana
        MP Acquistions Corp., Inc.                            Indiana
          Miller Pipeline Corporation                         Indiana
     Cinergy Technology, Inc.                                 Indiana

   Cinergy Global Resources, Inc.                             Delaware
     Cinergy UK, Inc.                                         Delaware
     Cinergy Global Power, Inc.                               Delaware
       CGP Global Greece Holdings, SA                         Greece
        Attiki Denmark ApS                                    Denmark
          Attiki Gas Supply Company SA                        Greece
       Cinergy Global Chandler Holding, Inc.                  Delaware
        Cinergy Global Chandler I, Inc.                       Delaware
          Chandler Wind Partners, LLC                         Delaware
       Cinergy Global Ely, Inc.                               Delaware
        EPR Ely Power Limited                                 England
          EPR Ely Limited                                     England
            Ely Power Limited                                 England
            Anglian Straw Limited                             England
        Anglian Ash Limited                                   England
        eVent Resources Overseas I, LLC                       Delaware
       Cinergy Global Foote Creek, Inc.                       Delaware
        Foote Creek III, LLC                                  Delaware
       Cinergy Global Foote Creek II, Inc.                    Delaware
        Foote Creek II, LLC                                   Delaware
       Cinergy Global Foote Creek IV, Inc.                    Delaware
        Foote Creek IV, LLC                                   Delaware
       Cinergy Global Peetz Table I, Inc.                     Delaware
        Ridge Crest Wind Partners, LLC                        Delaware
       Cinergy Global Power Services Limited                  England
        Cinergy Global Power Limited                          England
        MPI International Limited                             England
       Cinergy Global Power (UK) Limited                      England
        Cinergy Global Trading Limited                        England
          Commercial Electricity Supplies Limited             England
          Cinergy Renewable Trading Limited                   England
          UK Electric Power Limited                           England
          Cinergy Global Power 2 Limited                      England
       Cinergy Global San Gorgonio, Inc.                      Delaware
        San Gorgonio Westwinds II, LLC                        California
       Cinergy Global Holdings, Inc.                          Delaware
        Cinergy Holdings B.V.                                 The Netherlands
          Cinergy Zambia B.V.                                 The Netherlands
            Copperbelt Energy Corporation PLC                 Republic of Zambia
          Cinergy Turbines B.V.                               The Netherlands
            EOS PAX I S.L.                                    Spain
            EOS PSX IIa S.L.                                  Spain
          Cinergy Hydro B.V.                                  The Netherlands
            Cinergy Renovables Ibericas, S.A.                 Spain
              Age Inversiones en Medio Ambiente, S.L.         Spain
               Valoritzacions Agroramaderes les
                 Garrigues, S.L.                              Spain
              Cinergy Global Power Iberia, S.A.               Spain
               Escambeo, S.L.                                 Spain
              Cinergy Renovables Aragon, S.L.                 Spain
               San Juan de Bargas Eolica, S.L.                Spain
               General Eolica Argonesa, S.A.                  Spain
               Tratamiento y Generacion De Energia S.L.       Spain
               Generacion y Abastecimiento De Energia, S.L.   Spain
               Intercambio De Derivados Porcinos, S.L.        Spain
               Aplicaciones Industriales De Energies
                  Limpias, S.L.                               Spain
              Cinergy Services Iberia, S.L.                   Spain
              Compania Productora De Energia para
                 Consumo Interno, S.L.                        Spain
              Desarrollos Eolico El Aguila, S.A.              Spain
              Elecdey Ascoy, S.A.                             Spain
              Elecdey Carcelen, S.A.                          Spain
              Enrega, S.L.                                    Spain
              EoloCrisa, S.L.                                 Spain
               Corporacion Eolica, S.L.                       Spain
                 Compania Eolica Aragonesa, S.A.              Spain
              Northeolic Pico Gallo, S.L.                     Spain
              Procrisa Servicios, S.L.                        Spain
              Promociones y Servicios Hidraulicos, S.A.       Spain
              Sinergia Andaluza, S.L.                         Spain
              Tractaments de Juneda, SA                       Spain
              Ventoabrego, S.L.                               Spain
            Cinergy 1 B.V.                                    The Netherlands
              Cinergy Eesti OU                                Estonia
               Startekor Investeeringute OU                   Estonia
                 Aktsiaselts Narva Elektrivork                Estonia
            Cinergy Global Resources 1 B.V.                   The Netherlands
              Moravske Teplarny a.s.                          Czech Republic
              Plzenska Energetika a.s.                        Czech Republic
              Cinergy Global Polska Sp. Z.o.o.                Poland
              Cinergy Global Resources 1 Sp. Z.o.o.           Poland
              Cinergy Global Resources a.s.                   Czech Republic
              Cinergetika U/L a.s.                            Czech Republic
              Energetika Chropyne a.s.                        Czech Republic
              Teplarna Otrokovice a.s.                        Czech Republic
              Energy Customer Services s.r.o.                 Czech Republic
            Cinergy 2 B.V.                                    The Netherlands
              Desarrollo Eolico del Ebro S.A.                 Spain
              Sinergia Aragonesa, S.L.                        Spain
          Baghabari I B.V.                                    The Netherlands
            Baghabari Power Company Limited                   Bangladesh
          Baghabari II B.V.                                   The Netherlands
          Cinergy South Africa Investments 1 B.V.             The Netherlands
            Egoli Gas (Proprietary) Limited                   South Africa
          Cinergy Global 4 B.V.                               The Netherlands
          Cinergy Global 5 B.V.                               The Netherlands
        Cinergy Global (Cayman) Holdings, Inc.                Cayman Islands
          Cinergy Global Hydrocarbons Pakistan                Cayman Islands
          Cinergy Global Tsavo Power                          Cayman Islands
            IPS-Cinergy Power Limited                         Kenya
              Tsavo Power Company Limited                     Kenya
          Cinergy Global Maranhao                             Cayman Islands
          Cinergy MPI V, Inc.                                 Cayman Islands
          Cinergy MPI VI, Inc.                                Cayman Islands
          Cinergy MPI VII, Inc.                               Cayman Islands
          Cinergy MPI VIII, Inc.                              Cayman Islands
          Cinergy MPI IX, Inc.                                Cayman Islands
          Cinergy MPI X, Inc.                                 Cayman Islands
       Cinergy Global One, Inc.                               Delaware
        CZECHPOL ENERGY spol, s.r.o.                          Delaware
          ZAT Dneproline                                      Ukraine
          E-line Czech s.r.o.                                 Czech Republic
          S-line s.r.o.                                       Slovak
          U-line ZAT                                          Ukraine
          DP Czechpol Energy Invest                           Ukraine
          MEAS Brno, a.s.                                     Czech Republic
          PEAS Praha, a.s.                                    Czech Republic
          Moravia Energo                                      Czech Republic
          SK Invest a.s.                                      Slovak
       Midlands Hydrocarbons (Bangladesh) Limited             England
       Powermid No. 1                                         England
       Cinergy Global Power Africa (Proprietary) Limited      South Africa

   CinTec LLC                                                 Delaware
     CinTec I LLC                                             Delaware
       eVent Resources I LLC                                  Delaware
        eVent (Triple Point) LLC                              Delaware

   Cinergy Technologies, Inc.                                 Delaware
     Cinergy Ventures, LLC                                    Delaware
       emPowerNET, LLC                                        Delaware
     Cinergy Ventures II, LLC                                 Delaware
     Cinergy e-Supply Network, LLC                            Delaware
     Cinergy One, Inc.                                        Delaware
     Cinergy Two, Inc.                                        Delaware

   Cinergy Wholesale Energy, Inc.                             Ohio
     Cinergy Power Generation Services, LLC                   Delaware
     Cinergy Origination & Trade, LLC                         Delaware
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