Chugach Electric Association Inc ▼

                             Broker-Dealer Agreement


                             Dated __________, 2002

                                      among


                             BANKERS TRUST COMPANY,
                                as Auction Agent


                                       and

                           J.P. MORGAN SECURITIES INC.

                                       and

                       CHUGACH ELECTRIC ASSOCIATION, INC.

                                   relating to

                                   $60,000,000
                        New  . . .

<DESCRIPTION>BYLAWS OF THE REGISTRANT
<TEXT>
                       CHUGACH ELECTRIC ASSOCIATION, INC.


                                     BYLAWS


                           (As Amended April 24, 2003)




<PAGE>




                                TABLE OF CONTENTS


ARTICLE I     MEMBERSHIP                         Page

   Section 1..............Requirements for Membership         1
   Section 2..................Membership Certificates         1
   Section 3.........................Joint Membership         1
   Section 4.................Conversion of Membership          . . .

<DESCRIPTION>EVAN J. GRIFFITH'S EMPLOYMENT AGREEMENT
<TEXT>
                              EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEEMENT is entered into by and between Evan J.
Griffith,  Jr.  ("Griffith")and Chugach Electric  Association,  Inc. an Alaska
electrical  cooperative  association  headquartered in Anchorage, Alaska
("Chugach" or "Employer"), to be effective on and as of May 1, 2002.

         WITNESSETH:

         WHEREAS,   . . .

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (�Agreement�) is entered into by and between William R. Stewart (�Stewart�) and Chugach Electric Association, Inc., an Alaska electrical cooperative association headquartered in Anchorage, Alaska (�Chugach� or �Employer�), retroactive as of July 1, 2006.

          WITNESSETH:

          WHEREAS, Chugach is engaged in the business of production, transmission and distribution of electricity  . . .

<DESCRIPTION>GRANT ADMINISTRATION AGREEMENT
<TEXT>


                         GRANT ADMINISTRATION AGREEMENT

         THIS AGREEMENT (the "Agreement") is made and entered into this 30th day
of August,  1994,  by and between  the ALASKA  INDUSTRIAL  DEVELOPMENT  & EXPORT
AUTHORITY ("AIDEA") GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. ("GVEA"), FAIRBANKS
MUNICIPAL  UTILITIES  SYSTEM  ("FMUS"),  ANCHORAGE  MUNICIPAL  LIGHT  AND  POWER
("ML& . . .

<DESCRIPTION>MASTER LOAN AGREEMENT PURSUANT TO COBANK LOC
<TEXT>
                                                                 Loan No. RI0214


                              MASTER LOAN AGREEMENT


     THIS MASTER LOAN AGREEMENT (this "Agreement") is entered into as of May 3,
2005 between CHUGACH ELECTRIC ASSOCIATION, INC., Anchorage, Alaska, an Alaska
cooperative association (the "Company") and CoBANK, ACB, a federally chartered
instrumentality of the  . . .

<DESCRIPTION>MASTER LOAN AGREEMENT WITH COBANK, ACB
<TEXT>
                              MASTER LOAN AGREEMENT



                          Dated as of December 27, 2002






                                     Between




                       CHUGACH ELECTRIC ASSOCIATION, INC.

                                       AND

                                   COBANK, ACB






                                 MLA NO. 000976

<PAGE> . . .

<DESCRIPTION>SETTLEMENT AGREEMENT
<TEXT>


                              SETTLEMENT AGREEMENT

         THIS SETTLEMENT  AGREEMENT  ("Agreement")  is entered into by and among
GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. ("GVEA"), CHUGACH ELECTRIC ASSOCIATION,
INC.  ("Chugach") and the MUNICIPALITY OF ANCHORAGE,  d/b/a ANCHORAGE  MUNICIPAL
LIGHT & POWER ("ML&P").

                                R E C I T A L S:

         WHEREAS,  GVEA and   . . .

<DESCRIPTION>UNDERWRITING AGREEMENT
<TEXT>

                                  $150,000,000
                        Chugach Electric Association Inc.
                     ____% New Bonds, 2001 Series A Due 2011

                             Underwriting Agreement

                                                                  April 11, 2001

J.P. Morgan Securities Inc.
60 Wall Street
New York, New York  10260-0060

Ladies and Gentlemen:

         Chugach  Electric  Association,  Inc., an  . . .