<DOCUMENT>
<TYPE>EX-99.8
<SEQUENCE>9
<FILENAME>file010.txt
<DESCRIPTION>EX D-2 ORDER OF MAINE PUBLIC UTILITIES COMMISSION
<TEXT>

EXHIBIT D-2

STATE OF MAINE
PUBLIC UTILITIES COMMISSION                               Docket No. 2000-663

                                                          January 5, 2001

BANGOR HYDRO-ELECTRIC COMPANY;                            ORDER REJECTING
MAINE ELECTRIC POWER COMPANY, INC.;                       REVISED STIPULATION
CHESTER SVC PARTNERSHIP; AND                              AND APPROVING
EMERA INC.                                                ORIGINAL STIPULATION
Request for Approval of Reorganization
(Joint Petition)

--------------------------------------------------------------------------------

I. SUMMARY

     Through  this Order,  we reject the revised  stipulation  submitted in this
matter on December 5, 2000.  Consistent  with the  procedures  suggested  by the
parties,  we consider and approve the  original  stipulation  filed  December 1,
2000.

II. BACKGROUND

     On August 14, 2000,  Bangor  Hydro-Electric  Company (BHE),  Maine Electric
Power Company,  Chester SVC Partnership and Emera,  Inc.  (Emera)  (collectively
Petitioners),  filed a joint petition for approvals of reorganizations  pursuant
to 35-A  M.R.S.A.  ss. 708.  Specifically,  the  Petitioners  seek approval of a
merger that would result in BHE's becoming a  wholly-owned  subsidiary of Emera.
Emera is an energy and services  company  headquartered  in Nova  Scotia,  whose
principal subsidiary is Nova Scotia Power./1/

     The Hearing Examiner granted intervenor status to the Public Advocate,  the
Municipal Review  Committee (MRC), the Industrial  Energy Consumer Group (IECG),
Alternative  Energy,  Inc. (AEI),  and Central Maine Power Company (CMP).  Emera
appealed the Examiner's  order granting CMP intervenor  status.  On November 22,
2000, Ralph Coffman and the Independent Co-op of Maine filed a late petition for
intervention. BHE and Emera objected to the late-filed petition.

     The  Petitioners,  Public  Advocate,  MRC,  and IECG have  been the  active
parties throughout this proceeding. AEI and CMP have not taken a position on any
issue.

     On December 1, 2000,  the  Commission  received a stipulation  entered into
among the Petitioners, the Public Advocate and the MRC. On December 5, 2000, the
Commission  received  a  revised  stipulation  entered  into by the IECG and the
parties

-------------------

     /1/ A more  detailed  procedural  history  is  contained  in  the  attached
stipulation.

                                       -1-


<PAGE>


that  executed  the original  stipulation.  The cover  letter  accompanying  the
revised stipulation states:

          Although the parties to the Original  Stipulation  continue to believe
          that the Original Stipulation contains a reasonable resolution of this
          case,  they also believe that the Revised  Stipulation,  which has the
          unanimous  support of the  parties,  contains a preferred  resolution,
          given the  circumstances  of this case,  and should be approved by the
          Commission.  However,  if the Commission  does not approve the Revised
          Stipulation,  the parties to the Original Stipulation request that the
          Commission then consider and approve the Original Stipulation.

We will  follow the  approach  suggested  by the parties and address the revised
stipulation first. It is only if we reject the revised  stipulation that we need
consider the original stipulation.

III. DISCUSSION AND CONCLUSIONS

     A. Revised Stipulation

     The  parties  to the  revised  stipulation  recommend  that the  Commission
approve the proposed merger between BHE and Emera with certain conditions.  Most
of the  conditions  proposed in the  revised  stipulation  generally  follow the
guidelines and holdings set forth by the Commission in CMP Group,  Inc., et al.,
Request for Approval of Reorganization  and of Affiliated  Transactions,  Order,
Docket No.  99-411 (Jan.  4, 2000),  (CMP Merger  Order),  and we thus find them
reasonable and in the public  interest.  The revised  stipulation  also contains
three  conditions  on  matters  not  discussed  in the CMP Merger  Order.  These
conditions relate to: 1) PERC warrants;  2) revenue  requirement  freeze; and 2)
rate  design.  For the reasons  discussed  below,  we find the PERC  warrant and
revenue  requirement  freeze  provisions  to be  reasonable  and in  the  public
interest,  but conclude that the rate design provision is contrary to the public
interest and must be rejected.  Each of the conditions  contained in the revised
stipulation is discussed below.

          1. Acquisition Premium

     The revised  stipulation  states that issues  involving the recovery of the
acquisition  premium will be treated as described in the CMP Merger Order.  That
Order contains a detailed  discussion of the future treatment of the acquisition
premium and specified conditions.  An agreement to abide by the Commission's CMP
Merger Order is an appropriate resolution of the issue in this case.

                                       -2-


<PAGE>


          2. Service Quality

     The  revised  stipulation  commits  the  Petitioners  to  file  a  proposed
alternative  rate plan (ARP)  with the  Commission  within two months  after the
completion  of the merger or June 30,  2001,  whichever  is earlier.  To protect
against the  deterioration of service quality until an ARP can be considered and
approved,  BHE agrees to file monthly reports on four service quality indicators
and  quarterly  reports on two  customer  satisfaction  indicators.  The revised
stipulation  establishes  a benchmark in each of these areas and provides  that,
should BHE's  performance  for any 12-month  period fail to meet the established
benchmarks, BHE must submit an explanation of the decline and the Commission may
open an  investigation to inquire into service quality issues and determine what
penalty would be appropriate./2/

     The revised  stipulation  also  recognizes the connection  between  current
capital  expenditures  and  future  service  quality  by  requiring  BHE to file
periodic reports comparing its actual capital expenditures to its budget. To the
extent there is a material variance, the Commission may open an investigation to
assure that the merger is not resulting in a reduction of capital  investment at
the  expense of service  quality.  To allow us to track  capital  spending  more
easily,  we ask that the report also identify any  significant  changes from the
most recent prior budget.

     We find that these  provisions,  along with our general authority to ensure
reasonable  utility  service,  are  adequate  to  protect  ratepayers  against a
reduction in service quality that might occur as a result of the merger.

          3. Commission Jurisdiction and Authority

     The revised  stipulation  provides that the Commission  will have access to
the  books  and  records  of  Emera  and its  affiliates,  and  will  also  have
jurisdiction over Emera and its affiliates for discovery purposes and to require
these  entities  to  participate  in  Commission   proceedings  when  necessary.
Moreover,  the stipulation states that BHE will obtain Commission  approval,  to
the  extent  required  by Maine law or  regulation,  for any  reorganization  or
affiliated  transaction;  that BHE  will  petition  the SEC to make an  explicit
finding in its approval of the merger that the Maine Commission is not preempted
from   exercising   its   jurisdiction   under   Maine  law  with   respect   to
reorganizations,  affiliate transactions or ratemaking;  and that BHE will waive
preemption defenses except where simultaneous  compliance with state and federal
law is  impossible  or where  compliance  would result in a violation of federal
law.

-------------------

     /2/  Attachment  A to the  stipulation  has a Note  defining a "major storm
event" as a storm which results in more than "30,000 customer outage." We assume
this  should  read  "customer  outage-hours."  The parties are asked to submit a
replacement Attachment A.

                                       -3-


<PAGE>


     We conclude  that these  provisions  will allow us to  maintain  reasonable
scrutiny over BHE reorganizations  and affiliate  relationships and preserve our
authority  to  establish  just and  reasonable  rates with  respect to affiliate
transactions.

          4. Divestiture

     Consistent with the CMP Merger Order, the revised stipulation provides that
the  Commission  may order  Emera to divest  BHE if there is no other  available
remedy to reasonably address the harm.

          5. PERC Warrants

     A  significant  issue  unique  to  the  proposed  BHE/Emera  merger  is the
potential  impact on  ratepayers  from an increase in the value of the  warrants
issued or to be issued under the terms of BHE's  restructuring  of its purchased
power  agreement with the Penobscot  Energy Recovery  Company (PERC).  Under the
terms of the PERC contract restructuring,  BHE agreed to issue two million stock
warrants:  one  million to the owners of PERC and one  million to the  Municipal
Review  Committee  (MRC)./3/  Each  warrant  entitles its holder to purchase one
share of BHE stock at $7 per share. Warrants were to be issued from 1999 through
2002 and could be exercised up to ten years after  issuance.  At the time of the
PERC  contract  restructuring,  BHE's  stock had a book  value of  approximately
$15.00 per share but was  trading at about $5.50 per share.  To cap  ratepayers'
exposure  in the event  BHE's  stock  price  greatly  increased  in  value,  the
Commission specified that ratepayers' exposure regarding the PERC warrants would
be capped at the difference  between the exercise price and the higher of $15.00
per share or book value at the time of  exercise./4/  Petition  for  Approval of
Electric Rate Stabilization Agreement, Docket No. 97-451 at 6 (Sept. 29, 1997).

     Immediately  prior to the  announcement  of the  merger,  BHE's  stock  was
trading at $15.13  per share and its book value was $18.30 per share.  The price
per  share   offered  by  Emera  under  the  terms  of  the  merger  is  $26.50.
Consequently, after the merger announcement, BHE's stock price increased and has
been  trading  significantly  above  book  value.  Under the terms of the merger
agreement, payments to the warrant holders are due at closing.


-------------------

      /3/ The  MRC  is  an  organization  that  represents  municipalities  with
long-term waste disposal contracts with PERC.

      /4/ The  restructuring  of the PERC purchased power agreement  occurred to
benefit ratepayers.  As such, the costs of the restructuring are generally borne
by the ratepayers.  35-A M.R.S.A.  ss. 3156.  However,  because the costs of the
warrants  were  unknown  and  potentially  substantial,  the  Commission  capped
ratepayer exposure as described above.

                                       -4-


<PAGE>


     These circumstances raise the question of whether, by virtue of the merger,
ratepayers would be harmed as a result of the exercise of the remaining warrants
at a price above  book.  The concern is that,  absent the merger,  the  warrants
would have been  exercised  over a longer time period  and/or at a lower  price,
resulting in lower  ratepayer  costs.  The revised  stipulation  addresses  this
concern by  estimating  and  simulating  the  ratepayer  impact  that would have
occurred  absent  the  merger  by  fixing  the  ratepayer  cap for the  warrants
exercised by December 31, 2002 at $17.50 per share (an amount below book value),
and for warrants exercised after that date at $18.50 per share.  Thus,  pursuant
to the  stipulation,  ratepayers are liable only for $10.50 per share (i.e., the
difference  between  $17.50  and $7.00 per  share)  for  warrants  exercised  by
December 31, 2002,  and for $11.50 per share  ($18.50  minus $7.00) for warrants
exercised after that date.

     For ratemaking  purposes,  the warrants owned by the MRC will be treated as
if exercised in equal amounts over a 7-year period, and will be included in rate
base as of the date of  constructive  (rather  than  actual)  exercise.  BHE has
entered into an  agreement  with the MRC to allow the deferral of payment on the
warrants exercisable at closing and provide for equal annualized payments over a
7-year term,  subject to BHE's payment of interest on the deferred  amount of 5%
per annum.  These  interest  payments  will  neither be  recovered  in rates nor
reflected in the determination of BHE's cost of capital.

     We find that the fixing of the  ratepayer cap at a level which is currently
below  BHE's book value and the delay in  including  the  warrants  in rate base
through the agreement with the MRC reasonably  protect BHE's ratepayers from the
impact of the merger on the exercise of the PERC warrants.

          6. Revenue Requirement Freeze

     The revised stipulation  incorporates a provision for a revenue requirement
freeze  similar to that proposed by Emera in the joint  petition.  The provision
freezes  revenue  requirements,  not rates,  and is subject  to  adjustment  for
"mandated  costs." The freeze lasts until  approval of an ARP or March 31, 2002,
whichever is earlier.  Although the  provision  does not provide for an absolute
freeze  on  rates,  we find  that its  inclusion  in the  stipulation  is in the
ratepayers' interest;  the limited freeze included in the stipulation provides a
degree of rate  predictability and stability which, while short of what might be
available in a fully  developed  price cap plan,  is at least as  beneficial  to
ratepayers as traditional ratemaking.

          7. Rate Design Provision

     The  revised  stipulation  contains  a  provision  regarding  rate  design.
Specifically,  as part of its  initial  ARP  filing,  BHE agrees to address  the
following "propositions":

               a.   The elimination of all demand ratchets from retail rates.

                                       -5-


<PAGE>


               b.   The  institution  of a back-up rate for customers with self-
                    generation facilities or cogeneration  facilities behind-the
                    meter.

               c.   The  adoption  of a rate  similar to "Rate O" in the Central
                    Maine Power  Company  territory for Fort James and BHE's two
                    International Paper customers at Costigan and Passadumkeag.

               d.   The adoption of the principle that customers may negotiate a
                    transmission  rate(s) lower than the  applicable  OATT(s) if
                    such a rate will result in an increase in electricity  usage
                    by  the  customer  over  BHE  transmission  or  distribution
                    facilities  than would likely exist in the absence of such a
                    lower rate(s) and would cause no adverse rate impact to core
                    customers.

               The revised stipulation further provides that:

               BHE agrees to cooperate  with the IECG in the  development of the
               filing and to negotiate with the IECG in good faith regarding any
               differences   between   BHE  and  IECG  on  the   merits  of  the
               propositions.  Such  negotiations and the filings by BHE and IECG
               shall be guided by the following principles:

               (i) Revenue changes resulting from rate design changes related to
               items a through d, above,  should be  confined to the  applicable
               rate class in a manner consistent with PUC practice;

               (ii) Rate design  related to item b, above,  should be similar to
               rate design in effect for CMP at the time of the  effective  date
               of this Stipulation;

               (iii) Core  customer  rate  impacts  from the above  rate  design
               changes should be minimized;

               (iv) Rate  design  changes  should not impact  shareholders  to a
               greater extent than they would otherwise be impacted without such
               changes.

In the event BHE agrees  with the IECG on these  rate  design  matters  prior to
filing,  it is obligated  by the revised  stipulation  to support the  positions
until a specified point in time.

                                       -6-


<PAGE>


     For the reasons set forth below, we conclude that the rate design provision
of the  revised  stipulation  is  contrary  to the  public  interest  and  sound
Commission practice. We therefore reject the revised stipulation.

     As the initial concern,  the matters presented in the rate design agreement
have no relationship to the issues in this  proceeding.  Rate design issues were
not raised in the  testimony of any party,  nor are they  relevant to the issues
presented by this merger. Although there is precedent for Commission approval of
stipulations  that include  agreements  on issues in other  ongoing  proceedings
(which allows interested  persons notice and an opportunity to participate),  in
this case the rate design issues are not part of another pending  proceeding and
do not have a clear or direct connection to the issues in this case.

     Our primary reason for rejecting the revised stipulation,  however, is that
the operation of the  provision  itself is  inappropriate  and not in the public
interest./5/  In essence,  the provision  commits BHE to cooperate and negotiate
with a particular  party (the IECG) in the preparation of its rate design filing
with  respect  to  several  substantial  and likely  controversial  rate  design
matters. The negotiations occur prior to the filing of the case and are "guided"
by  specific  "principles."  BHE is then  obligated  to advocate in favor of any
position that results from the negotiations.

     The  provision,  therefore,  could  operate to place BHE in the position of
continuing to advocate for rate design  positions that it no longer  believes to
be correct or in its own interests.  This is not an academic concern.  Positions
of  parties  in rate  design  cases  often  evolve and  develop  throughout  the
proceeding. Thus, BHE might be in the awkward position of being obligated by the
revised  stipulation in this case to advocate  before this Commission in another
case views that it does not actually  support.  Such advocacy  could deprive the
Commission  of the honest  input of a utility in rate  design  matters,  an area
where the utility  has unique  perspectives  and  substantial  expertise.  As an
example,  BHE may be restricted from providing its own unfettered  assessment of
alternative  rate  designs  that  may  be  presented  in  the  case.  Commission
proceedings are premised on parties  advocating on behalf of their own interests
and we expect that, when utilities take positions before us, they do so based on
sound principles consistent with their own interests.  The rate design provision
could thus result in unnecessary  questions of credibility with respect to BHE's
positions.

-------------------

     /5/ In its exceptions, the IECG suggested that rejection of the rate design
provision would  constitute a prior restraint of speech and improper  impairment
of BHE's right to free speech. Our rejection of the revised stipulation does not
implicate any  constitutional  right of BHE. BHE may speak to or negotiate  with
anyone it wishes. The rejection of the revised  stipulation  represents only our
decision  not to give  any form of  regulatory  "blessing"  to the  rate  design
provision  that might be implied or inferred  from our allowing the provision to
remain in a Commission-approved  stipulation.  The First Amendment allows BHE to
speak; it does not require the Commission,  or anyone else, to adopt, approve or
publish that speech.

                                       -7-



<PAGE>


     The  revised  stipulation  could  also  result in  difficult  disputes.  By
adopting  the revised  stipulation,  we would  incorporate  it into our approval
order.  Thus,  the  Commission  might be placed in the position of enforcing its
terms. We might be asked to resolve  disputes  regarding  whether BHE cooperated
and  negotiated  with the IECG in good  faith  prior to filing,  or whether  BHE
maintained its commitment to continue to support certain positions after filing.
For example,  a dispute could exist as to whether  statements or positions taken
by BHE in response to Commission (or other party) inquiries  violate the revised
stipulation6  and  should not be  allowed  in the  record or  considered  in the
current proceeding.7

     The negotiation process in a future rate design proceeding could be impeded
by the revised stipulation.  BHE may be constrained from presenting  compromises
or offering concessions that would violate the stipulation. This could frustrate
the negotiations and reduce the likelihood of a successfully negotiated outcome.
Further,  to the extent that the provision could be read not only to require BHE
to negotiate with IECG on these issues but also to refrain from negotiating with
others,  the provision is inconsistent  with our general practice and the spirit
of our rules that all parties be given a meaningful  opportunity  to participate
in settlement discussions. See, e.g., Ch. 110, section 741.

     Finally, the situation presented by the rate design provision is similar in
some respects to that faced by the  Commission  in Central Maine Power  Company,
Divestiture  of  Generation  Assets - Request for Approval of Sale of Generation
Assets,  Docket No. 98-058,  Corrected  Order - Part 11 (Dec. 17, 1998). In that
case, as part of its generation asset sale to FPL-ME, CMP entered into a "Letter
Agreement" with FPL-ME whereby CMP agreed to support  specific  positions and to
make certain efforts  regarding  transmission  policy related to new generation.
The Letter Agreement  resulted in extreme  controversy  regarding our review and
approval of CMP's generation asset sale. That  circumstance was more problematic
than the current  case  because CMP  committed  (or  appeared to commit) to take
positions  against its  interests  as a T&D utility in FERC  regulated  matters.
Although of less concern,  the rate design provision in the revised  stipulation
has a similar potential for unnecessary controversy.

     Our   disapproval  of  the  rate  design   provision  is  not  based  on  a
consideration of the specified "propositions" or "principles." Accordingly,  the
decision in

-------------------

     /6/ Indeed, if we adopt the revised stipulation, we could find ourselves in
the  awkward  position  in a  subsequent  case of  asking  BHE for its  views on
alternative  rate designs and then being  requested by the IECG, on the basis of
our order adopting the revised stipulation, to forbid BHE from responding to our
own inquiry.

     /7/ Moreover,  the extent to which BHE agreed with the IECG prior to filing
and the exact nature of the agreements that resulted from the negotiations could
become  the  subject  of  substantial  discovery  disputes  in the  rate  design
proceeding.

                                       -8-


<PAGE>


this case  should not be viewed as a comment  on the  merits of any rate  design
issue or a departure from any prior rate design precedent.  Moreover, nothing in
our opinion should be read to discourage  discussions and agreements between BHE
and the  IECG  (or any  other  party)  on  matters  that  may  come  before  the
Commission.

     To conclude,  we recognize that the revised stipulation is supported by all
the active parties in this proceeding.  Nevertheless,  for the reasons discussed
above,   we  cannot  approve  the  rate  design  and  must  reject  the  revised
stipulation.

     B. Original Stipulation

     Consistent  with the  review  procedure  described  above,  because we have
rejected the revised stipulation, we now consider the original stipulation. This
stipulation  is supported by all the active  parties  other than the IECG. It is
identical to the revised  stipulation except for the rate design provision.  The
original stipulation has alternative rate design language which states:

          BHE further agrees that its initial filing in the ARP proceeding  will
          address the following:

               a. The elimination of demand ratchets.

               b.  The   institution  of  a  back-up  rate  for  customers  with
               self-generation  facilities or cogeneration facilities behind the
               meter.

               c. The  adoption  of a rate  similar  to "Rate O" in the  Central
               Maine Power territory for Fort James and BHE's two Champion Paper
               customers.

     Although we have the same concern  about the  relevance of the provision to
this  proceeding,  the  language  in  the  original  stipulation  is  much  less
problematic  than  the more  detailed  and  elaborate  language  in the  revised
stipulation.  The original stipulation only requires BHE's rate design filing to
address  the  specified  items.  It does not  require  BHE to  cooperate  and to
negotiate with any particular party prior to its filing,  nor does it commit BHE
take any position before the Commission.  While the provision  requires  certain
limited rate design issues to be included in an ARP filing,  notwithstanding our
general  practice of addressing  major rate design  decisions in a comprehensive
rate design case, the stipulation  acknowledges  that the rate design  provision
does not limit the  Commission's  authority to order that the rate design issues
be addressed in another proceeding. On balance,  therefore, we conclude that the
rate design  provision in the original  stipulation  is not an impediment to our
approval.

     When considering stipulations,  we consider whether: 1) the parties joining
the  stipulation  represent a sufficiently  broad spectrum of interests that the
Commission   can  be  sure  that   there  is  no   appearance   or   reality  of
disenfranchisement; 2) the

                                       -9-


<PAGE>


process  that  led to the  stipulation  was  fair  to  all  parties;  and 3) the
stipulated  result is reasonable,  in the public  interest,  and not contrary to
legislative  mandates.  The  stipulation  is supported by the  Petitioners,  the
Public Advocate, who represents the interests of the general body of ratepayers,
and the  MRC,  which  represents  a large  number  of  municipalities  in  BHE's
territory.  In this  case,  we also note that our  advisory  staff was an active
participant  in  the  settlement  discussions  and  recommends  approval  of the
original  stipulation.  We thus conclude that the  stipulation is supported by a
broad spectrum of interests.  We also conclude that the stipulation  process was
fair,  in that  all  active  parties  participated  in the  settlement  process.
Finally,  we find that the  stipulated  result is reasonable and not contrary to
legislative  mandates. As discussed above, all of the provisions in the original
stipulation,  taken as a whole,  allow us to find  that the  proposed  merger is
consistent  with the interests of  ratepayers  and investors as required by 35-A
M.R.S.A. ss. 708.

     C. Intervention Matters

          1. Ralph Coffman/Independent Electric Co-op

     We deny the  late-filed  petition  to  intervene  of Ralph  Coffman and the
Independent  Co-op.  We agree with Emera and BHE that the petition was filed too
late in this proceeding to warrant our permitting intervention.  Although we are
generally  flexible  with  late-filed  intervention  petitions,  as  long as the
petitioner  takes the case as he finds it, the Coffman petition was filed almost
four months into a 6-month proceeding.8

     At the time the  petition  was filed,  the  parties  were in the process of
finalizing  agreements  that would resolve all issues in the  proceeding.  Thus,
allowing a new party into the process would prejudice the existing  parties that
have participated actively from the beginning of the case. Moreover, Mr. Coffman
testified  at the  October 5, 2000  public  witness  hearing  in this case.  Mr.
Coffman was thus aware of this proceeding;  his petition provides no explanation
for why it was filed so late.

     Under  these  circumstances,  we  conclude  that the  Coffman  late-  filed
petition to intervene should be denied.

          2. CMP Intervention

     We deny Emera's appeal (filed on October 29, 2000) of the Examiner's  order
allowing CMP discretionary intervention to participate in this case on a limited
basis.  Pro.  Orders  (Oct.  5, 2000,  and Sept.  5,  2000).  CMP was allowed to
participate  in this case on the same  limited  basis  accorded  to BHE in CMP's
recent

-------------------

     /8/ The deadline for petitions to intervene in this  proceeding  was August
17, 2000. The Coffman petition was filed on November 22, 2000.

                                      -10-


<PAGE>


merger  proceeding./9/  Like  BHE  in  the  CMP  proceeding,  CMP  chose  not to
participate in any manner in this proceeding,  and CMP did not take any position
on either  stipulation.  Under  such  circumstances,  we find no reason to share
Emera's  concern  that CMP might appeal to the Law Court or that the granting of
intervenor  status on such an extremely  limited basis would provide the vehicle
to do so.

     Because we find no reason to overturn the  Examiner's  intervention  order,
the Emera appeal is denied.

     Accordingly, it is

                                     ORDERED

     1. That the original  stipulation filed on December 1, 2000 and attached to
this Order is, hereby, approved and incorporated by reference into this Order;

     2. That the revised stipulation filed on December 5, 2000 is rejected;

     3. That the  late-filed  petition  to  intervene  of Ralph  Coffman and the
Independent Co-op filed on November 22, 2000 is denied; and

     4. That the Emera  appeal of the  Examiner's  intervention  order  filed on
October 29, 2000 is denied.



             Dated at Augusta, Maine, this 5th day of January, 2001.

                           BY ORDER OF THE COMMISSION


                          -----------------------------
                                Dennis L. Keschl
                             Administrative Director



COMMISSIONERS VOTING FOR:    Welch
                             Nugent
                             Diamond

-------------------

     /9/ CMP's participation was limited to receiving filings and discovery, and
the filing of briefs.

                                      -11-


<PAGE>


                      NOTICE OF RIGHTS TO REVIEW OR APPEAL

     5 M.R.S.A.  ss. 9061 requires the Public Utilities  Commission to give each
party to an  adjudicatory  proceeding  written  notice of the party's  rights to
review or appeal of its  decision  made at the  conclusion  of the  adjudicatory
proceeding.  The methods of review or appeal of PUC decisions at the  conclusion
of an adjudicatory proceeding are as follows:

     1. Reconsideration of the Commission's Order may be requested under Section
     1004 of the  Commission's  Rules of Practice and Procedure  (65-407  C.M.R.
     110) within 20 days of the date of the Order by filing a petition  with the
     Commission stating the grounds upon which reconsideration is sought.

     2. Appeal of a final  decision of  the  Commission  may be taken to the Law
     Court by  filing,  within  30 days of the date of the  Order,  a Notice  of
     Appeal with the Administrative Director of the Commission, pursuant to 35-A
     M.R.S.A.  ss. 1320(l)-(4) and the Maine Rules of Civil Procedure,  Rule 73,
     et seq.

     3. Additional court review of constitutional issues or issues involving the
     justness or  reasonableness  of rates may be had by the filing of an appeal
     with the Law Court, pursuant to 35-A M.R.S.A.ss.1320(5).

Note: The  attachment of  this  Notice  to a  document  does  not  indicate  the
      Commission's view that the particular document may be subject to review or
      appeal.  Similarly, the failure of the Commission to attach a copy of this
      Notice to a  document does not  indicate  the  Commission's  view that the
      document is not subject to review or appeal.

                                      -12-


<PAGE>


STATE OF MAINE
PUBLIC UTILITIES COMMISSION                           Docket No. 2000-847

                                                      January 5, 2001

BANGOR GAS COMPANY LLC,                               ORDER
Proposed Rate Change (Annual
Rate Cap Adjustment)

               WELCH, Chairman; NUGENT and DIAMOND, Commissioners


I.   SUMMARY

     We  approve  Bangor Gas  Company  LLC's  (Bangor  Gas)  proposed  Price Cap
Adjustment and related Rate Element changes for effect on January 1, 2000.

II.  BACKGROUND

     In Docket No. 97-795,  the  Commission  approved a rate plan for Bangor Gas
under which the Company is allowed to file a proposed Price Cap Rate  Adjustment
each October 1, starting in 2000.  The Price Cap Rate  Adjustment  allows Bangor
Gas to change its Price Cap Rates each year to account for  inflation  according
to an approved  formula.  The formula  calculates  the Price Index  change using
three years' data (the forecast  year,  the current year, and the previous year)
from the Gross  Domestic  Product - Price Index  (GDP-PI).  The current  Average
Price Cap Rate is increased by the Price Index change to set a new Average Price
Cap Rate. The Average Price Cap Rate  establishes  the maximum amount Bangor Gas
is allowed to adjust its average rates for each customer  class.  See Bangor Gas
tariff at Original Sheets 5-7. Pursuant to the Rate Design Flexibility provision
of its tariff  (Original  Sheet 9), Bangor Gas then may adjust its rate elements
for each class, subject to the following constraints:

                    a) No rate element shall be allowed to increase by more than
                    10% or by the  percentage  increase in the overall Price Cap
                    Rate, whichever is greater; and

                    b) Increases  greater than the Price Cap Rate  increase in a
                    rate element for one customer  class may not be  compensated
                    for by  lower-than-average  increases  applicable to another
                    customer class (interclass subsidization).

     We must review  Bangor Gas's filing to determine  whether it has  correctly
applied  both the Price  Index  change to  Average  Price Cap Rates and the Rate
Flexibility provisions of its tariff.



<PAGE>


Order                                  2                     Docket No. 2000-947
--------------------------------------------------------------------------------


IV.  PROCEDURAL HISTORY

     On October 11, 2000,  Bangor Gas filed its first proposed  annual Price Cap
Rate  Adjustment and provided a copy to the Office of the Public Advocate (OPA).
The  filing  contained  information  supporting  Bangor  Gas's  calculation  and
proposed revised tariffs,  Original Sheet Nos. 48 and 49, proposed for effect on
January  1, 2001.  The  Commission  assigned  Staff to review  this  matter as a
non-adjudicatory proceeding.1

     On  December  5, 2000,  Bangor Gas filed an amended  annual  Price Cap Rate
Adjustment  proposal,  correcting  the GDP-PI data to reflect the September 2000
forecast for 2000 and 2001. The Company  explained  that it had mistakenly  used
the wrong years' values in its initial  filing.  This  correction  resulted in a
modest change in the overall escalation  factor,  from 2.268% to 2.269%, but did
not affect the proposed rate cap values.

     After reviewing Bangor Gas's proposed rate adjustment to determine  whether
it complied with the  Company's  approved  tariffs,  our Staff issued a Proposed
Order on December 15, 2000  recommending  that we approve  Bangor Gas's proposed
Price Cap Rates and related Rate Elements.

V.   ANALYSIS

     A.   Price Index and Average Price Cap Rate Changes

     Bangor Gas's calculations  produce a Price Index change of 2.269% that will
be used to adjust the  current  Average  Price Cap Rate for each class using the
formula  contained in the tariff.  The formula makes two adjustments.  First, it
adjusts  the Price  Index based upon  forecasted  inflation  for the current and
upcoming  year.  Second,  it makes an adjustment to correct for any  differences
between  actual  inflation in the prior year and the inflation  forecast used to
determine the prior year's adjustment to the Price Cap Rate.

     Because this is the initial  filing,  Bangor Gas proposes to use a slightly
modified  formula  to  calculate  the Price  Index.  In this  first  year of the
formula's  application,  Bangor Gas  proposes  to use only  GDP-PI  data for the
forecasted year and the current year. After the initial year, starting with the

--------
     1 No notice was provided to customers  because  Bangor Gas is not currently
providing  tariffed  service.  Our Order in Docket No. 97-795 at 20  established
that we would  determine the nature and timing of necessary  notice to customers
of rate changes under Bangor Gas's rate plan in a future compliance  proceeding.
We require Bangor Gas to submit proposed notice provisions for review in advance
of its next rate adjustment.



<PAGE>


Order                                  3                     Docket No. 2000-947
--------------------------------------------------------------------------------


October  2001 annual rate cap  adjustment,  Bangor Gas proposes to return to the
formula that appears in the tariff,  to include the previous  year's GDP-PI data
as well as current and future forecasts.

     The Staff  concluded that the Company's  October 2000 Annual Price Cap Rate
Adjustment is  conceptually  consistent  with our Order in Docket No. 97-795 and
the Company's tariff.

     We also find Bangor Gas's proposal,  including the  modification  described
above,  acceptable.  Bangor Gas  proposes to use only the portion of the formula
that  increases the escalation  factor for forecasted  inflation for the current
and  subsequent  years,  but not the portion  that  corrects  any error from the
previous  year.  While Bangor Gas's proposal does not strictly in conform to the
tariff,  we find,  because  there was no inflation  adjustment  last year, it is
reasonable under the  circumstances  and consistent with the intent,  if not the
letter,  of the rate cap plan we approved in Docket No.  97-795.  Therefore,  we
approve this Price Index change and the Company's proposed corresponding Average
Price Cap Rates for each class.

     B.   Rate Element Changes

     Bangor Gas  proposes to increase  the rate  elements for all classes by the
full amount of the price index change.

     The  current  rates were set in Docket  No.  97-795.  They were  derived by
forecasting  a  bundled  rate  that  would be  competitive  with  the  customers
alternative fuel price,  then subtracting an estimated energy charge,  to arrive
at the Average Price Cap Rates for each rate class.  The Average Price Cap Rates
were  divided  into two  components:  the  customer  charge2 and the  volumetric
charge.3  Under  its rate  plan,  Bangor  Gas may  change  the  individual  rate
elements,  i.e. its customer  charge and usage  charges,  for a class so long as
these  changes do not result in an average per therm rate in excess of the class
Average Price Cap Rate.

--------
     2 The  customer  charge  which  is the  estimated  average  cost to serve a
customer includes the service line, meter and regulator,  meter reading, billing
and collections.

     3 These rates were  initially set  residually  with the average  volumetric
delivery rates  calculated  based on an annualized  customer  charge and average
usage rates of 140 decatherms (Dth) for residential customers, 350 Dth for small
CI, and 21,000 Dth for large CI. We will use these same levels to determine  the
class average rates in the future.



<PAGE>


Order                                  4                     Docket No. 2000-947
--------------------------------------------------------------------------------


     Bangor Gas proposes to apply the maximum Price Index change  equally to all
of the  individual  rate  elements in each class.  Under the approved rate plan,
Bangor Gas could have varied its application of the escalation factor to various
rate elements within the approved  constraints  noted above.  The tariff formula
provides  that class  average  rates may not exceed the class  average Price Cap
Rates. Because applying the escalation factor to each element equally creates an
average  rate per class that is  consistent  with this  requirement,  we approve
these rates.

     C.   Head Room Factor Correction

     Finally,  Bangor Gas's filing also corrects an error in its current  tariff
in the Price Cap Rate for Large C/I  customers.4  Because it makes the Price Cap
Rate consistent with the Order in Docket No. 97-795, we approve this correction.

     Dated at Augusta, Maine, this 5th day of January, 2001.

                                           BY ORDER OF THE COMMISSION


                                           ______________________________
                                           Dennis L. Keschl
                                           Administrative Director

COMMISSIONERS VOTING FOR:                  Welch
                                           Nugent
                                           Diamond

--------
     4 No customers have taken service under the incorrect price.




<PAGE>


Order                                  5                     Docket No. 2000-947
--------------------------------------------------------------------------------


                      NOTICE OF RIGHTS TO REVIEW OR APPEAL

     5 M.R.S.A.  ss. 9061 requires the Public Utilities  Commission to give each
party to an  adjudicatory  proceeding  written  notice of the party's  rights to
review or appeal of its  decision  made at the  conclusion  of the  adjudicatory
proceeding.  The methods of review or appeal of PUC decisions at the  conclusion
of an adjudicatory proceeding are as follows:

     1. Reconsideration of the Commission's Order may be requested under Section
     1004 of the  Commission's  Rules of Practice and Procedure  (65-407  C.M.R.
     110) within 20 days of the date of the Order by filing a petition  with the
     Commission stating the grounds upon which reconsideration is sought.

     2.  Appeal of a final  decision of the  Commission  may be taken to the Law
     Court by  filing,  within  30 days of the date of the  Order,  a Notice  of
     Appeal with the Administrative Director of the Commission, pursuant to 35-A
     M.R.S.A.  ss. 1320(l)-(4) and the Maine Rules of Civil Procedure,  Rule 73,
     et seq.

     3. Additional court review of constitutional issues or issues involving the
     justness or  reasonableness  of rates may be had by the filing of an appeal
     with the Law Court, pursuant to 35-A M.R.S.A.ss.1320(5).

Note: The attachment  of  this  Notice  to a  document  does  not  indicate  the
      Commission's view that the particular document may be subject to review or
      appeal. Similarly,  the failure of the Commission to attach a copy of this
      Notice to a  document does not  indicate  the  Commission's  view that the
      document is not subject to review or appeal.


</TEXT>
</DOCUMENT>
