<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>file002.txt
<DESCRIPTION>EX A-1 MEMORANDUM OF ASSOCIATION OF EMERA
<TEXT>

Exhibit A-1

                                     AMENDED

                            MEMORANDUM OF ASSOCIATION

                                       OF

                         NS POWER HOLDINGS INCORPORATED

1. The name of the Company in all its language forms is:

                         NS POWER HOLDINGS INCORPORATED

2 The Company shall have all the powers,  capacity,  rights and  privileges of a
natural person  including the capacity,  without the confirmation of the Supreme
Court of Nova Scotia, or a Judge thereof, to:

     (a) sell or dispose of its undertaking, or a substantial part thereof;

     (b) distribute any of its property in specie among its members; or

     (c) amalgamate with any company or other body of persons.

3. The liability of the members is limited.

4. The capital of the company shall consist of:

     (a) an unlimited number of common shares without nominal or par value; and

     (b) an unlimited number of preference shares in two classes,  each of which
     shall have and be  subject to such  rights,  privileges,  restrictions  and
     conditions  and be issued in such  series as the  Directors  of the Company
     may,  from time to time,  by  resolution  filed with the Registrar of Joint
     Stock Companies,  determine  provided  however that such preference  shares
     shall have the  material  attributes  set forth in Sections 5 and 6 of this
     Memorandum of Association.

5. The first class of preference  shares (the "First  Preferred  Shares")  shall
have the following material attributes:

     (a) Issuable in Series:

     The First  Preferred  Shares may be issued from time to time in one or more
     series in such  numbers  and with such  designations,  rights,  privileges,
     restrictions  and  conditions as the Directors of the Company  determine by
     resolution.

     (b) Voting Rights:

     Subject to the provisions of the Companies Act (Nova Scotia),  as from time
     to time  amended,  supplemented  or  replaced,  the  holders  of the  First
     Preferred  Shares of each  series  shall not be entitled as such to receive
     notice of or to attend any  meeting of  shareholders  of the  Company or to
     vote at any such meeting unless the Company from time to time fails to pay,
     in the  aggregate,  eight  quarterly  dividends  on any series of the First
     Preferred Shares on the dates on which the same should be paid according to
     the terms thereof whether or not consecutive, whether or not such dividends
     have been  declared  and whether or not there are any monies of the Company
     properly  applicable to the payment of dividends.  Thereafter,  but only so
     long as any such  dividends  remain in  arrears,  the  holders of the First
     Preferred  Shares of each  series  upon which  dividends  are in arrears as
     aforesaid shall be entitled to receive notice of and to attend all meetings
     of  shareholders of the Company at which directors are to be elected and to
     vote for the election of two directors out of the total number of directors
     elected  at such  meeting.  Such  entitlement  to vote  shall be  exercised
     together with holders of shares of:

          (i) all other series of First Preferred Shares;

          (ii)  all  series  of the  Second  Preferred  Shares  (as  hereinafter
          defined), and

          (iii) all other classes or series of classes of shares of the Company,
          whether presently authorized or authorized in the future,

     having the right to vote in similar  circumstances.  In any instance  where
     the holders of the First  Preferred  Shares are entitled to vote, each such
     holder  shall have one vote for each First  Preferred  Share held.  Nothing
     contained in the First Preferred Share  provisions shall be deemed to limit
     the right of the Company  from time to time to  increase  or  decrease  the
     number of its directors in accordance with the procedures prescribed by the
     Articles of Association of the Company.

     (c) Ranking and Priority of First Preferred Shares:

     The First  Preferred  Shares of each series rank on a parity with the First
     Preferred  Shares of every other  series and are  entitled to a  preference
     over the Second  Preferred  Shares,  the Common Shares and any other shares
     ranking junior to the First Preferred Shares whether  presently  authorized
     or  authorized  in the future with respect to the payment of dividends  and
     the distribution of the remaining  property and assets or return of capital
     of the Company in the event of the  liquidation,  dissolution or winding-up
     of the Company, whether voluntary or involuntary, or any other distribution
     of the  property  or assets or return of capital of the  Company  among its
     shareholders for the purpose of winding-up its affairs.

     (d) Amendments:

     Notwithstanding  the  Articles of  Association  of the  Company,  the class
     provisions attaching to the First Preferred Shares may be deleted,  varied,
     modified  or amended  with the prior  approval  of the holders of the First
     Preferred  Shares as a class  given in writing by all  holders of the First
     Preferred Shares outstanding or by at least two-thirds of the votes cast at
     a meeting or  adjourned  meeting of the  holders of such shares duly called
     for that purpose and at which a quorum is present, in addition to any other
     approval required by the Companies Act (Nova Scotia),  as from time to time
     amended, supplemented or replaced.

6. The second class of preference shares (the "Second  Preferred  Shares") shall
have the following material attributes:

     (a) Issuable in Series:

     The Second  Preferred Shares may be issued from time to time in one or more
     series in such  numbers  and with such  designations,  rights,  privileges,
     restrictions  and  conditions as the Directors of the Company  determine by
     resolution.

     (b) Voting Rights:

     Subject to the provisions of the Companies Act (Nova Scotia),  as from time
     to time  amended,  supplemented  or  replaced,  the  holders  of the Second
     Preferred  Shares of each  series  shall not be entitled as such to receive
     notice of or to attend any  meeting of  shareholders  of the  Company or to
     vote at any such meeting unless the Company from time to time fails to pay,
     in the  aggregate,  eight  quarterly  dividends on any series of the Second
     Preferred Shares on the dates on which the same should be paid according to
     the terms thereof whether or not consecutive, whether or not such dividends
     have been  declared  and whether or not there are any monies of the Company
     properly  applicable to the payment of dividends.  Thereafter,  but only so
     long as any such  dividends  remain in  arrears,  the holders of the Second
     Preferred  Shares of each  series  upon which  dividends  are in arrears as
     aforesaid shall be entitled to receive notice of and to attend all meetings
     of  shareholders of the Company at which directors are to be elected and to
     vote for the election of two directors out of the total number of directors
     elected  at such  meeting.  Such  entitlement  to vote  shall be  exercised
     together with holders of shares of:

          (i) all series of the First Preferred Shares;

          (ii) all other series of the Second Preferred Shares, and

          (iii) all other classes or series of classes of shares of the Company,
          whether presently authorized or authorized in the future,

     having the right to vote in similar  circumstances.  In any instance  where
     the holders of Second  Preferred  Shares are  entitled  to vote,  each such
     holder shall have one vote for each Second  Preferred  Share held.  Nothing
     contained in the Second Preferred Share provisions shall be deemed to limit
     the right of the Company  from time to time to  increase  or  decrease  the
     number of its directors in accordance with the procedures prescribed by the
     Articles of Association of the Company.

     (c) Ranking and Priority of Second Preferred Shares:

     The Second Preferred Shares of each series rank on a parity with the Second
     Preferred  Shares of every other  series and are  entitled to a  preference
     over the Common  Shares and any other shares  ranking  junior to the Second
     Preferred Shares whether  presently  authorized or authorized in the future
     with  respect  to the  payment of  dividends  and the  distribution  of the
     remaining  property  and assets or return of capital of the  Company in the
     event of the liquidation, dissolution or winding-up of the Company, whether
     voluntary or  involuntary,  or any other  distribution  of the property and
     assets or return of capital of the Company among its  shareholders  for the
     purpose of winding up its affairs.

     (d) Amendments:

     Notwithstanding  the  Articles of  Association  of the  Company,  the class
     provisions attaching to the Second Preferred Shares may be deleted, varied,
     modified  or amended  with the prior  approval of the holders of the Second
     Preferred  Shares as a class  given in writing by all holders of the Second
     Preferred Shares outstanding or by at least two thirds of the votes cast at
     a meeting or  adjourned  meeting of the  holders of such shares duly called
     for that purpose and at which a quorum is present, in addition to any other
     approval required by the Companies Act (Nova Scotia),  as from time to time
     amended, supplemented or replaced.

7.  The  Company  and its  shareholders  and  directors  shall  not  amend  this
Memorandum of  Association  or the Articles of  Association  of the Company in a
manner  inconsistent with the Nova Scotia Power  Reorganization  (1998) Act (the
"Reorganization  Act") or the provisions  that must be included in the Company's
amended Memorandum or Articles of Association under the Reorganization Act.

</TEXT>
</DOCUMENT>
