EXHIBIT 10.53



FIRST
AMENDED MEMORANDUM OF AGREEMENT 

(Interim Chief Executive Officer)


          THIS
FIRST AMENDED MEMORANDUM OF AGREEMENT (“the 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 “Association”), to be effective immediately when both parties
have signed the Agreement.


          WITNESSETH:


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


          WHEREAS,
the position of Chugach’s Chief Executive Officer became vacant on September 2,
2005, and Stewart has served as Chugach’s Interim Chief Executive Officer
(“Interim CEO”) since then pursuant to a Memorandum of Agreement between the
parties effective on that date;


          WHEREAS,
Chugach’s Board of Directors and Stewart wish to expand Stewart’s authority and
responsibilities as Interim CEO to fill more than a caretaker role, and to
begin the process of proposing and implementing changes in the administration
of the association with the goals of making it a more effective and efficient
organization;


          WHEREAS,
Chugach’s Board of Directors desires that Stewart serve as its Interim CEO with
expanded authority, responsibilities and increased compensation, and Stewart is
willing to accept that responsibility in addition to his responsibilities as
Chugach’s Senior Vice President of Administration; and


          WHEREAS
the parties intend that Stewart will revert to his present position of Senior
Vice President of Administration if he is not selected as Chugach’s regular
CEO;


          NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein set
forth, the parties hereto agree as follows:


          1.     Expanded
Interim CEO Duties


                  a.     
Stewart shall serve as Chugach’s Interim CEO and shall perform his services as
such within the framework of Chugach’s Bylaws, policies, procedures and goals as Chugach’s Board of
Directors shall from time to time determine, including but not limited to the
following:


	
 

	
 

	
 


	
 

	
(i)

	
Board Policy No. 106, Delegations of Authority from
  the Board of Directors to the General Manager, Appendix A hereto;


	
 

	
 

	
 


	
 

	
(ii)

	
Board Policy No. 107, Board of Directors - General
  Manager





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Relationship, Appendix B hereto;


	
 

	
 

	
 


	
 

	
(iii)

	
Board Policy No. 118, Delegation of Certain of the
  Secretary’s and Treasurer’s Duties to the General Manager, Appendix C hereto;
  and


	
 

	
 

	
 


	
 

	
(iv)

	
General Manager Position Description, Appendix D
  hereto.





In such capacity, Stewart (i) shall exercise general
supervisory responsibility and management authority over Chugach and all of its
controlled affiliates and (ii) shall perform such other duties commensurate
with his position as may be assigned to him from time to time by the Chugach
Board of Directors.


                    b.     
In exercising this authority, the parties intend that Stewart henceforth serve
as more than a caretaker Interim CEO. To that end, Stewart is encouraged to
develop initiatives for reorganization of the Association, for improvement of
its efficiency and effectiveness, or as he otherwise deems prudent, and to
fully implement such initiatives. Likewise, Stewart shall have authority and
responsibility for implementing initiatives of the Board of Directors when and
as approved by the Board. Stewart is further authorized to take such actions
and to implement such initiatives on behalf of the Association as are or would
customarily be taken or implemented by the Association’s regular CEO.


                    c.     
In addition to Stewart’s duties as Interim CEO, Stewart shall continue to
perform or be responsible for performance of the duties normally associated
with his position as Senior Vice President of Administration.


          2.     
Relationship with Board of Directors. The parties pledge their
respective best efforts in identifying long- and short-term goals and other
initiatives that they reasonably believe will enhance the efficiency or
effectiveness of the Association so that Stewart reasonably understands what is
expected of him as the Association’s Interim CEO. To the extent feasible,
Stewart will take direction from the Chairman of the Board of Directors acting
with the authority of and on behalf of the Board, and will report back to the
Board through its Chairman.


          3.     
Compensation. While serving as Chugach’s Interim CEO, Stewart’s
compensation shall be increased to an annual salary of Two Hundred Thousand Dollars
($200,000.00 US), effective retroactively from November 1, 2005 forward. This
salary shall be paid in roughly equal installments on Chugach’s regular pay
days, less withholdings required by law and/or as authorized by Stewart.


          4.     
Reversion to Former Position. In the event that Stewart is not selected
as Chugach’s regular CEO, for whatever reason, Stewart shall surrender his
duties as Chugach’s Interim CEO and shall continue in Chugach’s employment as
its Senior Vice President of Administration with the duties, compensation and
other benefits associated with that position as of September 2, 2005, subject
to all Association policies and







	
 

	
 

	
 


	


	
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adjustments to compensation and benefits, if any,
applicable thereto.


          5.     
Term. This Agreement shall remain in full force and effect until June
30, 2006, unless terminated earlier as provided for below. This Agreement may
be extended by mutual written agreement of the parties for an additional fixed
term or terms, or to a specific date of termination (for example, to the start
date for the Association’s regular CEO). The Board may terminate this Agreement
at any time, with or without cause, upon thirty (30) days written notice to
Stewart. Likewise, Stewart may terminate this Agreement at any time, with or
without cause, on thirty (30) days written notice to the Board of Directors. In
either case, Stewart shall revert to his position of Senior Vice President of
Administration upon termination of this Agreement.


          6.     
Prior Agreement Superceded. Upon signature by the parties below, this
Agreement shall supercede and replace the prior Memorandum of Agreement
effective September 2, 2005, which shall be of no further force and effect.


          IN
WITNESS WHEREOF, the parties have executed this First Amended Memorandum of
Agreement to be effective when both parties have signed.


  	  
	  
	  

	  
	 CHUGACH
          ELECTRIC ASSOCIATION, INC.

	  
	  

	  
	 By:
	 

	  
	  
	 

      
	  
	  
	      Alan
          Christopherson 

	  
	  
	      Chairman,
          Board of Directors

	  
	  

	  
	 Dated:
          MARCH 17, 2006

	 	 
	  
	 WILLIAM
          R. STEWART

	  
	 

	  
	 

      
	  
	                  Interim
          Chief Executive Officer 

	  
	  

	  
	 Dated:
          3-16-06





	
 

	
 

	
 


	


	
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