<DOCUMENT>
<TYPE>EX-99.10
<SEQUENCE>11
<FILENAME>file013.txt
<DESCRIPTION>EX D-5 FERC ORDER
<TEXT>

EXHIBIT D-5

                    UNITED STATES OF AMERICA 94 FERCP. 61,049
                      FEDERAL ENERGY REGULATORY COMMISSION


Before Commissioners:  Curt Hebert, Jr., Chairman;
                       William L. Massey, and Linda Breathitt.


Bangor Hydro-Electric Company and                         Docket No. EC01-13-000
Emera Incorporated


                            ORDER AUTHORIZING MERGER

                            (Issued January 24, 2001)

     On October 31, 2000, Bangor Hydro-Electric Company (Bangor Hydro) and Emera
Incorporated  (Emera)  (collectively,  Applicants)  filed an  application  under
section 203 of the Federal  Power Act  (FPA)/1/  seeking  authorization  for the
merger of Bangor  Hydro with  Emera.  Bangor  Hydro will  become a  wholly-owned
subsidiary  of Emera upon  consummation  of the merger,  and will continue to do
business under its present name./2/

     The  Commission  has reviewed the  proposed  merger under the  Commission's
Merger  Policy  Statement/3/  and, as discussed  below,  we will  authorize  the
proposed transaction as consistent with the public interest.

I. Background

     A. Description of the Parties to the Merger

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

     /1/ 16 U.S.C.ss.824b (1994).
     /2/ Application at 20.
     /3/ Inquiry  Concerning  the  Commission's  Merger Policy Under the Federal
Power Act: Policy  Statement,  Order No. 592, 61 Fed. Reg.  68,595 (1996),  FERC
Statutes and  RegulationsP.  31,044 (1996),  reconsideration  denied,  Order No.
592-A,  62 Fed. Reg.  33,341  (1997),  79 FERCP.  61,321 (1997)  (Merger  Policy
Statement).


<PAGE>


                                       -2-

     Bangor Hydro is a public utility engaged in the transmission, distribution,
generation,  purchase,  and sale of  electricity  in eastern and coastal  Maine.
Bangor Hydro owns  approximately 600 miles of transmission lines and 4,000 miles
of distribution lines. Bangor Hydro's peak load for 1999 was 293 MW.

     Bangor Hydro owns several energy  subsidiaries.  These subsidiaries include
Bangor  Energy,  a public  utility  engaged  in power  marketing  subject to the
Commission's jurisdiction, which is a special-purpose vehicle created in 1997 to
permit  Bangor Hydro to utilize a 24.27 MW power sales  agreement as  collateral
for a loan; and Bangor Var Company, which holds a 50 percent interest in Chester
SVC  Partnership,  the owner of static var compensator  electrical  equipment in
Chester,  Maine.  Bangor Hydro also owns 7 percent of Maine Yankee  Atomic Power
Company,  whose sole power  generating  facility has been closed since 1997, and
14.2 percent of Maine Electric Power Company (MEPCO), a public utility that owns
a  345  kV  transmission   line  and  provides  service  under  an  open  access
transmission tariff.

     Under Maine's restructuring legislation, over the past several years Bangor
Hydro has been  divesting its generating  capacity and generation  entitlements.
Bangor Hydro is to remain a retail standard-offer  provider through February 28,
2001,  and is prohibited  from bidding to remain a retail  provider.  Therefore,
Bangor Hydro  expects to exit that market  shortly.  Additionally,  Bangor Hydro
will be prohibited  by Maine law from selling  electricity  at retail,  and will
likewise   be   forbidden   from   owning   or    controlling    generation   or
generation-related assets.

     According to the application, Bangor Hydro directly owns and operates 21 MW
of electric  generating  capacity.  However, it has divested itself of all other
generation-related  resources but for Bangor  Energy's  power sale agreement and
certain generation  capacity it uses to provide  standard-offer  retail service.
Bangor-Hydro is a net purchaser of electricity.

     Emera  is  a  Canadian  business   corporation  whose  principal  operating
subsidiary  is Nova Scotia Power Inc.  (Nova  Scotia),  which sells  electricity
primarily to customers in Nova Scotia,  Canada.  Nova Scotia owns  approximately
2,200 MW of  generating  capacity,  all of which is located  within Nova Scotia,
Canada. According to the application,  Nova Scotia neither owns nor controls any
generating resources in the United States, and has no contracts for the purchase
of power  from any source  located  within the  United  States.  Nova  Scotia is
interconnected to only one other utility,  New Brunswick Power (NB Power), which
is owned by the Province of New Brunswick, Canada.


<PAGE>


                                       -3-

     Emera also has a 12.5 percent  ownership  interest in Maritimes & Northeast
Pipeline, L.L.C. (Maritimes) via its subsidiary Scotia Power U.S. Ltd. Maritimes
is a natural gas pipeline  that  originates  in Nova Scotia and  terminates at a
point of  interconnection  with  the  United  States  pipeline  grid at  Dracut,
Massachusetts.  Maritimes'  United States  markets are located  primarily in New
England.  Maritimes  provides natural gas  transportation  service pursuant to a
Commission-approved open access transportation tariff.

     B. Description of Proposed Merger

     The proposed  merger is governed by an Agreement and Plan of Merger (Merger
Agreement)  dated June 29, 2000. The Merger  Agreement  provides that Emera will
directly or  indirectly  acquire all of Bangor  Hydro's  shares of common stock,
making Bangor Hydro a wholly-owned  subsidiary of Emera.  Pursuant to the Merger
Agreement,  a to-be-formed  United States Emera  subsidiary  will merge with and
ultimately  into Bangor  Hydro,  with Bangor Hydro to be the  surviving  entity.
Following  consummation  of the  transaction,  Bangor Hydro will  continue to do
business  under its  current  name and will  continue  service to all  customers
pursuant to existing contracts and Federal and state requirements.

II.  Notice of Filing and Responsive Pleadings

     Notice of Applicants' filing was published in the Federal Register, 65 Fed.
Reg. 69,760 (2000), with comments,  interventions, and protests due on or before
December 29, 2000. On November 21, 2000, the Maine Public  Utilities  Commission
(Maine Commission) filed a notice of intervention raising no substantive issues.

III.  Discussion

     A. Procedural Issues

     Pursuant  to Rule  214(a)(2)  of the  Commission's  Rules of  Practice  and
Procedure,/4/ the Maine Commission's  notice of intervention makes it a party to
this proceeding.

     B. The Merger

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

     /4/ 18 C.F.R. ss. 385.214(a)(2) (2000).


<PAGE>


                                       -4-

          1. Standard of Review

     Section 203(a) of the FPA/5/  provides that the  Commission  must approve a
proposed  merger if it finds that the merger "will be consistent with the public
interest." The Commission's Merger Policy Statement provides that the Commission
will generally take account of three factors in analyzing proposed mergers:  (a)
the  effect on  competition;  (b) the  effect on  rates;  and (c) the  effect on
regulation.

          2. Effect on Competition

     Applicants' Analysis

     Applicants  analyze the  competitive  effects of the  proposed  transaction
relating to the consolidation of generation (i.e.,  horizontal  effects) and the
consolidation  of  generation,  delivered  gas and  transmission  assets  (i.e.,
vertical effects).

     Applicants  argue that it is unnecessary to perform the analysis  described
in Appendix A of the Merger Policy Statement to evaluate the horizontal  effects
of the proposed merger,  for two major reasons.  First,  Applicants explain that
Bangor Hydro  currently owns only 21 MWs of relatively  high cost,  diesel-fired
internal  combustion units, which could have been used for, at most, 1.4 percent
of the hours from August 1999 through July 2000./6/ Applicants state that Bangor
Hydro's  diesel  units  comprise  less  than 0.1  percent  of  NEPOOL's  current
installed  generating  capacity and that, most of the time, the variable cost of
Bangor  Hydro's  diesel  units  exceeds  the  market  price of  energy.  Second,
Applicants explain that Bangor Hydro and Nova Scotia Power do not sell to common
wholesale  customers  based on 1998 and 1999 trading  data.  Additionally,  they
state that OASIS  postings  currently  show that only 2 MWs of firm or  non-firm
capacity will be available for export on New Brunswick  Power's  system to Maine
Electric Power Company (MEPCO) through September  2001./7/  Notwithstanding  the
foregoing,

---------------------
     /5/ 16 U.S.C.ss.824b(a) (1994).

     /6/ Applicants additionally explain that environmental concerns limit these
diesel- fired units to a total operating time of 500 hours per year.  Fox-Penner
Affidavit, p. 11.

     /7/ Applicants  state  there  are plans for a new  transmission  line to be
constructed  by  Pennsylvania  Power & Light  Energy Plus that would  provide an
additional  300 MWs of  transmission  capability  from New  Brunswick to NEPOOL.
However,  development of this line has temporarily ceased, pending approval from
Maine environmental and land use agencies.


<PAGE>


                                       -5-

Applicants perform an analysis of installed capacity in NEPOOL and conclude that
the market is unconcentrated in winter and summer,  with de minimis increases in
the Herfindahl-Hirschman indices attributable to the proposed merger./8/

     Applicants  assert  that  the  proposed   transaction  raises  no  vertical
competitive  concerns associated with consolidating  generation and transmission
because Independent System Operator,  New England, Inc. (ISO-NE) has operational
control over  transmission  assets owned by Bangor  Hydro.  They also state that
although Emera has a minority  ownership  interest in Maritimes  (which delivers
natural gas in Bangor Hydro's service area), the proposed  transaction raises no
vertical competitive concerns related to consolidating  generation and delivered
gas because there is limited  overlap  between the electricity and delivered gas
markets in which Applicants compete.  They also note that because Bangor Hydro's
only generation is diesel-fired and used infrequently,  the merged company would
have little  incentive to withhold  delivered  gas to foreclose  competitors  or
raise their costs.

     Commission Determination

     With regard to horizontal competitive issues raised by the proposed merger,
we note that based on the information  provided by Applicants,  Bangor Hydro and
Nova Scotia do not, and likely will not, compete in the same relevant markets in
the United States (our analysis  focused on only United States  markets)  within
the time frame relevant for our merger review.  Limited ATC on the  transmission
path from New Brunswick to MEPCO effectively  prevents Applicants from competing
in common


     /8/ Applicants  state  that this  analysis employs conservative assumptions
regarding capacity controlled by Applicants. Currently, Applicants have purchase
agreements  for 100 MWs of peak and 50 MWs of off-peak  power to serve  standard
offer service  customers in their service  area. In performing  their  installed
capacity  analysis,  they assume that they retain full control over the dispatch
of these MWs, and they find little competitive impact.  Further, these contracts
are due to expire on February 28, 2001,  and  Applicants  do not intend to renew
them.


<PAGE>


                                       -6-

relevant  markets in the United  States./9/ Even if ATC were to increase so that
Bangor Hydro and Nova Scotia could compete in common relevant  markets (e.g., if
a new  transmission  line is built),  the small amount of generation that Bangor
Hydro does control,  which is economic  only a short time of the year,  would be
unlikely to have a material effect on market  concentration  in relevant markets
when combined with generation controlled by Nova Scotia.

     With regard to vertical issues  associated  with  electricity and delivered
gas, we note that there is currently no overlap  between the  delivered  gas and
electricity  markets  in  which  Applicants  compete.  Moreover,  if  ATC on the
transmission  path from New Brunswick to MEPCO were to increase,  it is unlikely
that the merged  company would have the  incentive to foreclose  rivals or raise
their delivered gas costs,  thereby adversely  affecting  electricity  prices or
output.  Therefore, we find that the proposed merger does not pose horizontal or
vertical competitive  concerns.  We note that no intervenor raises any arguments
to the contrary.

          3. Effect on Rates

     According  to  Applicants,  the proposed  transaction  will have no adverse
impact on rates.  Currently,  Bangor Hydro has only three wholesale requirements
customers  representing  a combined peak load of only 0.9 MW.  Applicants  state
that all three of these  customers are now, and will remain,  eligible to choose
different  suppliers.  Bangor Hydro commits to a hold harmless  provision  under
which "its wholesale  requirements customers and transmission customers [will be
held] harmless from costs related to the merger for five years."

          Commission Determination

     Based on these  considerations,  the  Commission  finds  that the  proposed
transaction  will not cause any adverse rate effects.  We note that no commenter
argues otherwise.

          4. Effect on Regulation

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

     /9/ ATC from MEPCO to New Brunswick  would be required  for Bangor Hydro to
reach  Maine  Public  Service  (MPS),  a market in the  United  States  possibly
affected by the proposed merger.  However,  since MPS is several systems removed
from NEPOOL, it is unlikely to be a relevant market.


<PAGE>


                                       -7-

     As explained  in the Merger  Policy  Statement,  the  Commission's  primary
concern with the effect on regulation  of a proposed  merger  involves  possible
changes in the Commission's  jurisdiction  when a registered  holding company is
formed, thus invoking the jurisdiction of the Securities and Exchange Commission
(SEC). We are also concerned with the effect on state  regulation  where a state
does not have authority to act on a merger and raises  concerns about the effect
on state regulation./10/

     With  respect to Federal  regulation,  Applicants  expect  that,  following
consummation  of the  transaction,  Emera will become an exempt holding  company
under the Public Utility  Holding Company Act of 1935./11/ If Applicants are not
successful in receiving a PUHCA exemption and instead must register under PUHCA,
Applicants  commit  to  comply  with  this  Commission's   policies   concerning
intra-system  transactions.  Therefore,  the proposed merger will not create any
issues regarding the overlap of jurisdiction by this Commission and the SEC.

     With  respect  to  state  regulation,   Applicants  state  that  the  Maine
Commission  has  jurisdiction  to review their proposed  merger,  and that after
consummation  Bangor Hydro will continue to be regulated by the Maine Commission
with respect to retail rates, services and facilities.

          Commission Determination

     Based on these  considerations,  the  Commission  finds  that the  proposed
merger will not adversely  effect either  Federal or state  regulation.  We note
that no commenter argues otherwise.

          5. Accounting Matters

     The application is unclear as to how Applicants  propose to account for the
merger (i.e.,  using the purchase or pooling of interests  method) or the effect
of the transaction on Bangor Hydro's account balances.  In addition,  the filing
does not provide proposed  accounting for amounts paid in excess of the original
cost  net  book  value  (i.e.,  the  acquisition   premium),   if  any,  or  the
merger-related  costs to be  recorded  by  Bangor  Hydro.  Therefore,  we cannot
determine to what extent the merger will affect the books and

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

     /10/ Merger Policy Statement at 30,124-25.

     /11/ 15 U.S.C.ss. 79a, et seq. (1994) (PUHCA).


<PAGE>


                                       -8-

records of Bangor Hydro and whether the accounting complies in all respects with
the Commission's  Uniform System of Accounts  requirements.  However, the Merger
Policy Statement states that proper accounting treatment is a requirement of all
mergers./12/ Therefore, we direct Bangor Hydro to submit its proposed accounting
within six months  following the  consummation  of the merger in accordance with
the  Uniform  System of  Accounts./13/  The filing  should  include  all amounts
recorded on Bangor Hydro's books as well as narrative explanations regarding the
journal  entries,  the method of accounting  used to record the merger,  and the
proposed accounting treatment for merger-related costs.

The Commission orders:

     (A) Applicants'  proposed merger is hereby authorized,  as discussed in the
body of this order.

     (B) Applicants  shall advise the Commission  within 10 days of the date the
merger is consummated.

     (C) The foregoing  authorization  is without  prejudice to the authority of
the  Commission or any other  regulatory  body with respect to rates,  services,
accounts,  valuation,  estimates, or determinations of cost, or any other matter
whatsoever now pending or that may come before the Commission.

     (D) Nothing in this order shall be construed to imply  acquiescence  in any
estimate  or  determination  of cost or any  valuation  of  property  claimed or
asserted.

     (E) The Commission  retains  authority under sections 203(b) and 309 of the
FPA to issue supplemental orders as appropriate.

     (F) Within six months of consummating the merger, Bangor Hydro shall submit
its proposed accounting, as directed in the body of this order.

By the Commission.

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

     /12/ Merger Policy Statement at 30,126.

     /13/ Electric Plant  Instruction No. 5, Electrical Plant Purchased or Sold,
and Account 102, Electric Plant Purchased or Sold, 18 C.F.R. Part 101 (2000).


<PAGE>


                                       -9-
( S E A L )



                                                              David P. Boergers,
                                                                    Secretary.


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