Chugach Electric Association, Inc. is a
cooperative owned by its more than 55,000
members.  These bylaws are the framework of
the organization.

As a member, you are entitled to vote for the
directors who oversee Chugach.  Directors are
elected each spring in conjunction with the
cooperative's annual meeting.  At the same time,
members vote on any proposed changes to these
bylaws.

                                                     Proposed bylaw amendments
                                                        may be submitted to:


                                                          Bylaws Committee
                                                     c/o Chugach General Counsel
                                                          P. O. Box 196300
                                                        5601 Minnesota Drive
                                                   Anchorage, Alaska  99519-6300


                                       Visit Chugach Electric's home page on the
                                             Internet at www.chugachelectric.com





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                                              CHUGACH ELECTRIC ASSOCIATION, INC.


                                                               BYLAWS


                                                     (As Amended April 29, 1999)

 



<PAGE>

                                                         TABLE OF CONTENTS

<TABLE>
<S>               <C>                                                                                                           <C> 


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.........................................................................................2
     Section 5    Membership and Service Connection Fees...........................................................................2
     Section 6    Purchase of Electric Energy......................................................................................2
     Section 7    Termination of Membership........................................................................................3


ARTICLE II        RIGHTS AND LIABILITIES OF
                  MEMBERS

     Section 1    Property Interest of Members.....................................................................................3
     Section 2    Non-liability for Debts of the Association.......................................................................4


ARTICLE III       MEMBERS, MEETINGS AND ELEC
                  TIONS

     Section 1    Annual Meeting...................................................................................................4
     Section 2    Special Meetings.................................................................................................4
     Section 3    Notice of Members' Meetings......................................................................................5
     Section 4    Waiver of Notice.................................................................................................5
     Section 5    Quorum...........................................................................................................5
     Section 6    Voting...........................................................................................................5
     Section 7    Order of Business................................................................................................6
     Section 8    Elections and Election Committee.................................................................................7


ARTICLE IV        DIRECTORS

     Section 1    General Powers.................................................................................................. 9
     Section 2    Election and Tenure of Office....................................................................................9
     Section 3    Qualifications..................................................................................................10
     Section 4    Nominations.................................................................................................... 11
     Section 5    General Manager and Financial Advisor...........................................................................12
     Section 6    Policy, Rules and Regulations...................................................................................12
     Section 7    Removal of Directors by Members.................................................................................12
     Section 8    Vacancies.......................................................................................................13
     Section 9    Compensation....................................................................................................13


ARTICLE V         MEETINGS OF DIRECTORS

     Section 1    Regular Meeting ................................................................................................14
     Section 2    Special Meetings ...............................................................................................14
     Section 3    Quorum .........................................................................................................14
     Section 4    Director Attendance ............................................................................................15
     Section 5    Membership Attendance ..........................................................................................15
     Section 6    Minutes ........................................................................................................16
     Section 7    Telephonic Board Meetings.......................................................................................16



 




<PAGE>

ARTICLE VI        OFFICERS

     Section 1    Number .........................................................................................................16
     Section 2    Election and Term of Office ....................................................................................16
     Section 3    Removal of Officers and Agents by
                      Directors...................................................................................................17
     Section 4    President.......................................................................................................17
     Section 5    Vice-President .................................................................................................18
     Section 6    Secretary ......................................................................................................18
     Section 7    Treasurer ......................................................................................................18
     Section 8    Delegation of Duties ...........................................................................................19
     Section 9    Bonds of Officers...............................................................................................19
     Section 10   Budget .........................................................................................................19
     Section 11   Reports.........................................................................................................19


ARTICLE VII       PATRONAGE CAPITAL

     Section 1    Patronage Capital ..............................................................................................19


ARTICLE VIII      FISCAL MANAGEMENT AND
                  ACCOUNTING

     Section 1    Revenues and Expenditures ......................................................................................21
     Section 2    Accounting System and Reports ..................................................................................21
     Section 3    Disclosure .....................................................................................................21


ARTICLE IX        DISPOSITION OF PROPERTY

     Section 1    Disposition of Property ........................................................................................22


ARTICLE X         SEAL ...........................................................................................................22


ARTICLE XI        FINANCIAL TRANSACTIONS

     Section 1    Contracts ......................................................................................................22
     Section 2    Checks, Drafts, etc. ...........................................................................................22
     Section 3    Deposits .......................................................................................................23
     Section 4    Fiscal Year ....................................................................................................23
     Section 5    Full and Open Competitive Bidding...............................................................................23


ARTICLE XII       MISCELLANEOUS

     Section 1    Membership in Other Organizations...............................................................................23
     Section 2    Waiver of Notice................................................................................................23
     Section 3    Interpretation..................................................................................................24



ARTICLE XIII      AMENDMENTS

     Section 1    Notice..........................................................................................................24



<PAGE>

     Section 2    Bylaws Committee................................................................................................24


ARTICLE XIV       ADVISORY COUNCIL

     Section 1    Member Advisory Council.........................................................................................24
     Section 2    General Duties..................................................................................................24


ARTICLE XV        STANDING AND AD HOC
                  COMMITTEES

     Section 1    General.........................................................................................................25
     Section 2    Compensation....................................................................................................25
     Section 3    Terms...........................................................................................................25
     Section 4    Membership......................................................................................................25
     Section 5    Vacancy.........................................................................................................26


ARTICLE XVI       INDEMNIFICATION ................................................................................................26


ARTICLE XVII      MEMBER ACCESS TO INFORMATION

     Section 1    Access Rights...................................................................................................26
     Section 2    Charges.........................................................................................................27
     Section 3    Policies and Procedures.........................................................................................27

</TABLE>



<PAGE>

                  CHUGACH ELECTRIC ASSOCIATION, INC.

                           BYLAWS


                          ARTICLE I

                         MEMBERSHIP

     SECTION 1. Requirements for Membership. Any
person, firm, association, corporation, or body politic, or
subdivision thereof, shall become a member of CHUGACH
ELECTRIC ASSOCIATION, INC. by:

     (a) Making a written application for membership therein;

     (b) Agreeing to purchase from the Association electric
         energy as hereinafter specified;

     (c) Agreeing to comply with, and be bound by, the
         articles of incorporation and bylaws of the
         Association, and any rules and regulations adopted by
         its board of directors; and

     (d) Paying the membership fee hereinafter specified.

No person may hold more than one membership in the
Association, and no membership in the Association shall be
transferable, except as provided in these bylaws.

     SECTION 2. Membership Certificates. Repealed April
30, 1998.

     SECTION 3. Joint Membership. A husband and wife
may apply for a joint membership and, subject to the
compliance with the requirements set forth in Section 1 of this
Article, may be accepted for such membership. The term
"member" as used in these bylaws shall be deemed to include a
husband and wife holding a joint membership, and any
provisions relating to the rights and liabilities of membership
shall apply equally with respect to the holders of a joint
membership. Without limiting the generality of the foregoing,
the effect of the hereinafter specified actions by, or in respect to,
the holders of a joint membership shall be as follows:

     (a) The presence at a meeting of either or both shall be
         regarded as the presence of one member and shall
         have the effect of constituting a joint waiver of notice
         of the meeting;

     (b) The vote of either separately, or both jointly, shall
         constitute one joint vote;



<PAGE>

     (c) A waiver of notice signed by either or both shall
         constitute a joint waiver;

     (d) Notice to either shall constitute notice to both;

     (e) Expulsion of either shall terminate the joint
         membership;

     (f) Withdrawal of either shall terminate the joint
         membership;

     (g) Either, but not both, may be elected or appointed as
         an officer or director, provided that both meet the
         qualifications for such office.

     SECTION 4. Conversion of Membership. (a) A
membership may be converted to a joint membership upon the
written request of the holder thereof, and the agreement by such
holder to comply with the articles of incorporation, bylaws, and
rules and regulations adopted by the board of directors. The
membership shall be reissued by the Association in such manner
as shall indicate the changed membership status.
     (b) Upon the death of a married member the surviving
spouse shall succeed to the membership. The membership shall
be reissued in such manner as shall indicate the changed
membership status; provided, however, that the estate of the
deceased shall not be released from any debts due the
Association.

     SECTION 5. Membership and Service Connection
Fees. The non-refundable membership fee shall be five dollars.
Payment of the membership fee and completion of a
membership application are conditions of service. The board of
directors may also, as a condition of service, require the
payment of a consumer deposit or the furnishing of other
acceptable security.

     SECTION 6. Purchase of Electric Energy. Each
member may, as soon as electric energy shall be available,
purchase from the Association all electric energy purchased for
use on the premises specified in his application for membership,
unless the member is an electric public utility purchasing electric
energy for resale. Each member shall pay monthly at rates
which shall from time to time be fixed by the board of directors.
The board of directors may limit the amount of electric energy
which the Association shall be required to furnish to its
member(s). Each member shall pay to the Association such
minimum amount per month, regardless of the electric energy
consumed, as shall be fixed by the board of directors from time
to time. Each member shall also pay all amounts owed by him
to the Association as and when the same shall become due and
payable. Production or use of electric energy on such premises,



<PAGE>

regardless of the source thereof, by means of facilities which
shall be interconnected with the Association's facilities, shall be
subject to appropriate regulations as shall be fixed from time to
time by the Association.

     SECTION 7. Termination of Membership. (a) Any
member of the Association may withdraw from membership
with written notice. Additionally, the board, by at least a two-
thirds vote of all members of the board, may expel any member
who fails to comply with Association regulations. Members
subject to expulsion will be contacted in writing by the
Association and will have ten (10) days to comply with
Association regulations. An expelled member may be reinstated
by a majority vote of the board or by a vote of the members at
any annual or special meeting. The board may also cancel
membership if the member:

     1)  has not purchased electric energy for six (6) months;

     2)  has had a disconnect order active for thirty (30) days
         without signing a reconnect order; or

     3)  has been disconnected because of nonpayment of
         electric energy debts to the Association provided that
         this delinquency has continued for at least thirty (30)
         days after termination of service.

     (b) Upon the withdrawal, death, cessation of existence or
expulsion of a member, the membership of such member shall
thereupon terminate, except as provided in Article 1, Section 4.
Termination of membership in any manner shall not release a
member or his estate from any debts due the Association.


                           ARTICLE II

                 RIGHTS AND LIABILITIES OF MEMBERS

     SECTION 1. Property Interest of Members. Upon
dissolution, after paying, or discharging, or adequately providing
for the payment or discharge of all its debts, obligations and
liabilities, other than those to patrons arising by reason of their
patronage, the Association shall distribute any remaining sums,
first to patrons for the pro rata return of all amounts standing to
their credit by reason of their patronage, and second, to
members for the pro rata repayment of membership fees. Any
sums then remaining shall be distributed among its members
and former members in proportion to their patronage, except as
participation in such distribution may have been legally waived.
In the event of the lawful liquidation, through transfer or sale of
all the property and assets of the Association, the proceeds of



<PAGE>

such liquidation, transfer or sale shall be distributed in the same
manner as hereinabove provided for in the case of dissolution.

     SECTION 2. Non-liability for Debts of the
Association. The private property of the members shall be
exempt from execution or other liability for the debts of the
Association, and no members shall be liable or responsible for
any debts or liabilities of the Association.


                          ARTICLE III

                 MEMBERS, MEETINGS AND ELECTIONS

     SECTION 1. Annual Meeting. The annual meeting of
the members shall be held on such convenient date, on or after
the 1st day of April, and on or before the 1st day of May of each
year, at such place or building in the Municipality of Anchorage,
State of Alaska, as shall be designated by the board of directors
in the notice of meeting, for the purpose of electing directors,
passing upon reports for the previous fiscal year, and transacting
such other business as may come before the meeting. Failure to
hold the annual meeting at the designated time shall not work
a forfeiture or dissolution of the Association.

     SECTION 2. Special Meetings. Special meetings of the
members may be called by resolution of the board of directors,
or upon a written request signed by any four directors to the
president, or by a written request made to the president and
signed by not less than ten percent (10%) of the members.  The
resolution and request shall specify the purpose of the meeting.
Signatures for a request of a special meeting by members shall
be collected within one consecutive ninety (90) calendar day
time period and the board of directors shall establish such
policies as may be necessary and convenient to ensure
compliance with this limit.  It shall thereupon be the duty of the
secretary to cause notice of such meeting to be given as
hereinafter provided. Special meetings of the members may be
held at any place within the Municipality of Anchorage specified
in the notice of the special meeting.

     SECTION 3. Notice of Members' Meetings. Written
notice stating the place, day and hour and agenda of the annual
meeting shall be delivered by mail to each member not less than
thirty (30) or more than sixty (60) days before the date of the
meeting. Notice of a special meeting of the members, including
but not limited to a meeting where a merger or dissolution of the
Association, or sale, transfer or other disposal of all or a
substantial portion of the assets of the Association is to be voted
on, shall be delivered, together with notice of the purpose for
which the meeting is called, not less than ninety (90) or more
than 120 days before the date of the meeting, with notice of a



<PAGE>

public hearing on the proposed action to be held not less than
sixty (60) days before the meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States
mail, addressed to the member at his address as it appears on the
records of the Association, with postage thereon prepaid. The
failure of any member to receive notice of an annual or special
meeting of the members shall not invalidate any action which
may be taken by the members at any such meeting.

     SECTION 4. Waiver of Notice. Repealed April 23,
1986.

     SECTION 5. Quorum. Fifty (50) members present in
person shall constitute a quorum for a regular or special meeting
of the members. No business shall be conducted at a regular or
special meeting of the members lacking a quorum, except for
counting marked ballots as specified in this Article III, Section
8(d) and announcing the results thereof. If less than a quorum
is present at any meeting of the members, a majority of those
present may adjourn the meeting to another date and time no
later than 90 days after the adjourned meeting at a place within
the Municipality of Anchorage, provided that the Secretary shall
notify all members of the date, time and place of such adjourned
meeting by delivering notice thereof no later than ten days in
advance of such meeting.

     SECTION 6. Voting. (a) Each member who has
purchased electric energy or receives other services from the
Association within the six months preceding the record date of
the election shall be entitled to only one vote upon each matter
submitted to a vote at a meeting of the members. All questions
shall be decided by a vote of a majority of the members voting
thereon in person, except as otherwise provided by law, the
articles of incorporation, or these bylaws.
     (b) A non-natural member may designate an individual to
vote on its behalf, in accordance with the member's own
procedures. The election committee may require the designated
individual to submit satisfactory written proof of his designation,
prior to his voting.
     (c) Members may vote by a mailed official ballot on all
matters on which a vote of the members is required or permitted
under these bylaws.
     (d) A minimum of five hundred valid ballots must be cast
by mail or in person to constitute a valid election of directors or
to approve amendments to the bylaws. Directors shall be elected
by the plurality vote of the members. A minimum of five
hundred ballots must be cast to constitute a valid removal of a
director or directors.   See Article IV, Sections 7 and 8.
     (e) An affirmative vote by ballot of at least 10 percent of
the number of members as of the date of the notice of the
election is required to authorize disposition of all or a substantial



<PAGE>

portion of the Association's property to another cooperative,
pursuant to Article IX, Section (1)(b).
     (f) A merger of the Association must be approved by a
majority of those members voting, but in no event can the
affirmative vote be less than 10 percent of the number of
members, as of the date of notice of the election.
     (g) An affirmative vote by ballot of not less than the
majority of the number of members as of the date of the notice
of the election is required to authorize the Association to sell,
lease, or otherwise dispose of all or a substantial portion of the
Association's property, as provided in Article IX, Section 1(b).

     SECTION 7. Order of Business. (a) The order of
business at the annual meeting of the members and, insofar as
possible, at all other meetings of the members, shall be
essentially as follows:
 
     1)  Report on the number of members present in person
         in order to determine the existence of a quorum.
 
     2)  Reading of the notice of the meeting and proof of the
         due publication or mailing thereof.
 
     3)  Reading of unapproved minutes of previous meetings
         of the members, making technical changes only to
         the minutes, and approval thereof.
 
     4)  Presentation and consideration of reports of officers,
         directors and committees.

     5)  Election of directors.

     6)  Unfinished business.

     7)  New business.

     8)  Adjournment.

     (b) Proposed amendments to the bylaws upon which
voting is being conducted by ballot may be discussed at the
annual meeting, but shall not be treated as being before the
annual meeting for action, other than passage or defeat of the
proposed amendments. They may not be further amended or
tabled by action of the annual meeting.

     SECTION 8. Elections and Election Committee. (a) At
the beginning of each calendar year, and not less than ninety
(90) days prior to the annual meeting, the board of directors
shall appoint an election committee, as provided for in Article
XV of these bylaws. The committee shall consist of the master
election judge, who shall chair the committee, and not more
than twelve election judges. This committee shall have the
responsibility for conducting all voting by secret ballot during
the calendar year. The election committee shall devise such



<PAGE>

procedures, and adopt such rules and regulations, subject to the
approval of the board of directors, as may be reasonably
necessary or convenient to the discharge of the election
committee's responsibilities. These responsibilities shall include,
but are not limited to (1) the registration of members at the
annual or special meeting, and (2) the obligation of insuring the
fairness, impartiality, confidentiality, and integrity of the voting
process. The master election judge and election judges shall be
selected from the Association membership, with consideration
for geographical representation. In case of a vacancy, the board
of directors shall appoint an Association member to complete
the unexpired term of the committee member.
     (b) The election committee shall cause the preparation of
an official ballot containing the names of the candidates for the
office of director and the proposed bylaw amendments. The
ballot shall be designed with the position of names of the
candidates changed as many times as there are candidates. As
nearly as possible, an equal number of ballots shall be printed
after each change. In making the changes of position, the name
of the candidate shall be taken and placed at the bottom and the
column moved up so that the name that before was second is
first after the change. After the ballots are printed, they shall be
placed in separate stacks, one stack for each change of position.
The ballots shall then be gathered by taking one from each
stack, the intention being that every other ballot in the
accumulated stack of ballots shall have the names of the
candidates in a different position. The ballot shall also include
a brief description concerning the number of offices to be filled
at the election and the time, place, and method of voting. At
least thirty (30) days prior to the meeting, an official ballot shall
be mailed by the secretary to each member with 1) a statement
of the number of directors' seats to be filled, 2) the candidates'
names and election statements, 3) an explanation of any other
matters to be voted on by mail, the proposed changes to the
bylaws, with the Bylaws Committee's comments and 4) a report
covering the calendar year immediately preceding the annual
meeting prepared by the General Manager setting forth the
attendance record of directors at regular and special board
meetings, together with a summary setting forth the agenda
business items voted and the vote of each director. The
candidates' statements:

     1)  Shall specify whether the candidate was nominated
         by the Nominating Committee or by petition.

     2)  Shall specify whether the candidate is:

         (i)      A member, officer, director, or employee
                  of any union local currently acting as a
                  bargaining agent for Association
                  employees.




<PAGE>

         (ii)     A person who has within the last two
                  years had a financial interest in a bid,
                  proposal, project, or contract with
                  Chugach.

         (iii)    A spouse, child, brother, sister, parent,
                  stepparent, stepchild or stepsibling of: a)
                  any person included in subparagraph (i) or
                  (ii) above or b) an employee of the
                  Association.

     3)  May include a photograph of the candidate, and a
         statement not to exceed 200 words.

The election committee shall procure a post office box where all
ballots shall be received.
     (c) Mailed ballots, to be valid, must be received in the
designated post office box by 12:00 Noon three (3) calendar
days prior to the annual meeting or special meeting. In lieu of
casting a ballot by mail, a member may register a vote by special
ballot at the meeting.
     (d) The election committee shall make proper
arrangements to secure all ballots before, during, and following
the election. Marked ballots shall be counted as soon after the
close of balloting as may be reasonable under the circumstances.
The results thereof will be announced as soon as the count is
completed. Marked ballots will be retained and secured for a
period of ninety (90) days following the election, after which
time they may be destroyed.
     (e) The election committee may employ such additional
election clerks as may be required to register members at the
annual or special meeting, to assist in the counting of the ballots
and otherwise to ensure the efficient management of the
meeting and balloting. Each candidate for the office of director
may have a representative present during all times that ballots
are being counted. The decision of a majority of the election
committee shall be conclusive with respect to the eligibility of
any person to vote and the validity of any ballot cast.
     (f) A recount of votes cast for a director's seat may only be
requested by a candidate in that election. A request for a recount
must be made in writing and received by the Election
Committee within 10 days of the close of balloting. The recount
will be done in the same manner as and by the same entity that
performed the original vote count. If the recount indicates that
the candidate requesting the recount has lost the election by
more than 1 percent of the total votes cast, then the cost of the
recount shall be borne by the candidate. If the recount indicates
that the candidate requesting the recount has either won a seat
or lost by a margin of 1 percent or less, then the cost of the
recount shall be borne by the Association.
     A group of 10 or more members who voted in that election
may request a recount of the ballots for a bylaws change or



<PAGE>

ballot question. A request for a recount must be made in writing
and received by the Election Committee within 10 days of the
close of balloting. The same provision for payment of the costs
as provided above shall prevail, with the voters who requested
the recount paying for the recount if the margin is greater than
1 percent, and the Association bearing the expense if the margin
is 1 percent or less.
     (g) In the event of a tie for an election of a director, a
bylaws change or a ballot question, a recount of the ballots shall
be done. The Association shall bear the cost of recounts in the
event of a tie. If the recount confirms the existence of a tie, then
a run-off election shall be conducted by mail within 60 days of
the date the results of the recount are certified. The form and
content of the ballots shall comply with this Article III, Section
8(b). The run-off election shall be conducted by the Election
Committee. The provisions of this Article III, Section 8(d), (e)
and (f) shall apply.


                           ARTICLE IV

                           DIRECTORS

     SECTION 1. General Powers. The management of the
business and the affairs of the Association shall be vested in a
board of seven directors who shall exercise all of the powers of
the Association, except such as are by law, the articles of
incorporation, or by these bylaws conferred upon or reserved to
the members.

     SECTION 2. Election and Tenure of Office. The
persons named as directors in the articles of incorporation shall
compose the board of directors until their successors shall have
been elected and shall have qualified. Directors shall be elected
by secret ballot either mailed or cast in person at annual or
special meetings of the membership, by and from the members,
to serve for a three-year term, not to exceed three consecutive
three year terms, until their successors shall have been elected
and qualify, provided that the directors elected to fill vacancies
as provided in Article IV, Section 8 of these bylaws, shall serve
only for the unexpired portion of the term vacated. Where the
terms to be filled are of different lengths, the longest term shall
be given to the director receiving the most votes. If the size of
the board is subsequently increased, the initial terms of the
directors to fill the newly created seat or seats shall be scheduled
so that, as nearly as possible, an equal number of terms expire
each year. At each annual or special meeting, members shall be
elected to fill the seats on the board which become vacant as
contemplated by Article IV, Section 8 of these bylaws.

     SECTION 3. Qualifications. (a) A person shall be
eligible to serve as a director, who:



<PAGE>

     1)  Has been a member and bona fide resident in the area
         served by the Association for 12 continuous months
         before appointment to the board, or the notice of the
         election;

     2)  Is not in any way employed by a competing
         enterprise, however, an employee of the Municipality
         of Anchorage who is not directly employed by
         Municipal Light and Power is eligible to serve if he
         or she has no fiduciary duties which in any way
         pertain to Municipal Light and Power;

     3)  Does not have a financial interest in a competing
         enterprise;

     4)  Is not a supplier, contractor, consultant, or other
         entity which does business with the Association or a
         person with more than a 10% ownership interest in
         a supplier, contractor, consultant, or other entity
         which does business with the Association, except for
         providers whose annual business with the
         Association does not exceed $25,000;

     5)  Is not an employee of the Association nor a member,
         officer, director, nor employee of any union local
         currently acting as a bargaining agent for Association
         employees;

     6)  Is not a person living in the same household with and
         financially interdependent upon any person included
         in paragraphs 2, 3, 4, and 5, above; and

     7)  Maintains i) his or her membership, ii) bona fide
         residency in the area served by the Association, and
         iii) a minimum of 12 continuous months of bona fide
         residency in the area served by the Association
         throughout his or her term of office.

     (b) An individual who is the authorized representative of
a non-natural entity (corporation, association or partnership, for
example) which itself is qualified under subsection (a) may
become or remain a director if he is qualified under subsections
(a)(1), (2), (3), (4), (5), (6) and (7). If the individual or the non-
natural member fails to meet the prescribed qualifications, or if
the non-natural member changes its authorized representative,
the individual shall become subject to removal under subsection
(c), and the director's position shall become vacant, without
power of appointment by the non-natural member.
     (c) Upon establishment of the fact that a director is holding
office in violation of any of the foregoing provisions including
the disclosure provisions of Article III, Section 8(b), subsection
(2), the board of directors shall remove such director from office



<PAGE>

unless the basis for disqualification is remedied within thirty
(30) days of notice of disqualification by the board of directors.
     (d) Directors are ineligible for employment by the
Association for a period of two (2) years after their term has
expired.
     (e)"Bona fide resident" is hereby defined to mean: 1) a
person whose primary residence is in the area served by the
Association, and who actually lives at this primary residence
with the intention to remain there permanently or indefinitely
and 2) a non-natural entity who chooses as their authorized
representative a person who is a "bona fide resident" as defined
in 1).
    "Primary residence" shall mean the residence that is the
chief or main residence of the person and where the person
actually lives for the most substantial portion of the year.
"Intention" shall mean the unequivocal intention of the person
as evidenced by that person's acts and words and by the
circumstances.

     Nothing contained in this section shall affect in any
manner whatsoever the validity of any action taken at any
meeting of the board of directors.

     SECTION 4. Nominations. (a) Nominating Committee.
It shall be the duty of the board of directors to appoint, not less
than one hundred and twenty days before the dates of a meeting
of the members at which directors are to be elected, a committee
on nominations, as provided for in Article XV of these bylaws.
The committee shall consist of not less than five nor more than
seven members, who shall be selected from different sections of
the service area of the Association as to insure equitable
representation. No member of the board of directors may serve
on such committee. The committee shall seek qualified
candidates, as well as screen potential nominees. Public notice
for nominations shall be given ninety days prior to the meeting.
The committee, keeping in mind the principle of geographical
representation, shall approve, prepare and post at the principal
office of the Association, at least seventy days before the
meeting, a list of nominations for directors, which may include
a greater number of candidates than are to be elected.
     (b) Petition. Any fifty or more members, acting together,
may make other nominations by petition not less than sixty days
prior to the election, and the secretary shall post such
nominations at the same place where the list of nominations
made by the committee is posted.

     SECTION 5. General Manager and Financial
Advisor. The board of directors may appoint the following:

     (a) General Manager. The general manager may be but
         shall not be required to be a member of the
         Association. The general manager, together with



<PAGE>

         such other staff, agents and employees as he may
         select shall perform such duties and shall exercise
         such authority as the board of directors may from
         time to time vest in him.

     (b) Financial Advisor. The Board, at its sole discretion,
         may engage the services of a financial advisor, which
         may be used to advise on any and all fiscal matters.
         The financial advisor shall report to the board.

     SECTION 6. Policy, Rules and Regulations. The board
of directors shall have the power to make, adopt and enforce
such policy, rules and regulations, not inconsistent with law, the
articles of incorporation, or these bylaws, as it may deem
advisable for the management of the affairs and business of the
Association, for the protection of its investment, and for the
interest and welfare of the members thereof. Such policy
statements, rules and regulations shall be in writing and shall be
made available for review by the members.

     SECTION 7. Removal of Directors by Members. Any
member may bring charges against a director and, by filing with
the secretary such charges in writing, together with a petition
signed by at least 300 members, request the removal of such
director by reason thereof, provided, however, that the
signatures of members shall be acceptable only when affixed to
a sheet on which the petition therein is fully set forth; and,
provided further, that the person who solicited the signatures
affixed to such petition shall acknowledge thereon before a
person authorized to take acknowledgments of deeds that he
had read the petition and the said charges against such director
to each of the members prior to the latter subscribing their
names thereto.  Signatures shall be collected within one
consecutive ninety (90) calendar day time period.  Such director
shall be informed in writing of the charges at least ten days prior
to a meeting of the members at which the charges are to be
considered, and shall have an opportunity at the meeting to be
heard in person, or by counsel, and to present evidence in
respect to the charges; and the person or persons bringing the
charges against him shall have the same opportunity.  This
meeting shall occur before ballots are sent to members for
voting by mail.  The question of the removal of such director
shall be considered and voted upon at a meeting of the members
conducted in accordance with procedures established for regular
annual membership meetings.  A minimum of five hundred
valid ballots must be cast with a majority in favor of removal for
such removal to be effective.

     SECTION 8. Vacancies.  Any vacancy occurring in the
board shall be filled by the affirmative vote of the majority of the
remaining directors, and the member so appointed to the board
shall serve until his successor has been elected. At such election



<PAGE>

following the existence of such vacancy, the members shall
elect one of their number to serve as director during the
unexpired portion of the term vacated, subject, however to
provisions of Article IV, Section 2, 3 and 4 of these bylaws.

     SECTION 9. Compensation. (a) Directors shall not
receive any salary for their services as directors, except that, by
resolution of the board of directors, a fixed fee and expenses of
attendance, if any, may be allowed for attendance at each
meeting of the board of directors, or a meeting of a committee
thereof, or when a director is otherwise representing the
Association in an official capacity. No attendance other than
regular or special board meetings shall be reimbursed unless
authorized in advance by the majority vote of the board. The
fixed fee shall not exceed $100.00 per meeting, and a director
may not be compensated for more than two regular board
meetings per month, and an additional 12 special board
meetings per year. The total compensated meetings shall not
exceed 70 meetings per year for a director, and 85 meetings per
year for the president. The Association may not provide health
insurance for directors or their families, or insurance for risks
except those incurred in their capacity as directors.
     (b) Directors' expense reimbursement requests shall be
reviewed and approved by the majority vote of the board.
Directors may not receive salaries for their services as directors,
and, except in emergencies, shall not receive salaries for their
services in any other capacity without the approval of the
members.


                          ARTICLE V

                     MEETINGS OF DIRECTORS

     SECTION 1. Regular Meeting. A regular meeting of the
board of directors shall be held without notice immediately after,
and at the same place as, the annual meeting of the members. A
regular meeting of the board of directors shall also be held
monthly at such time and place in the Municipality of
Anchorage, State of Alaska, as the board of directors may
provide by resolution. Such regular monthly meetings may be
held without notice other than such resolution fixing the time
and place thereof except that the board shall cause notice of the
selection of the time and place of the regular meetings to be
given to the members promptly after it is selected.

     SECTION 2. Special Meetings. Special Meetings of the
board of directors may be called by the president, or by any
three directors, and it shall thereupon be the duty of the
secretary to cause notice of such meetings to be given as
hereinafter provided. The president of the directors calling the
meeting shall fix the time and place, which shall be in the



<PAGE>

Municipality of Anchorage, State of Alaska, for the holding of
the meeting.
     Written notice of the time, place and purpose of any special
meetings of the board of directors shall be delivered to each
director not less than three days previous thereto, either
personally or by mail, by or at the direction of the secretary, or
upon default in duty by the secretary, by the president or the
directors calling the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States
mail, addressed to the director at his address as it appears on the
records of the Association, with postage thereon prepaid.

     SECTION 3. Quorum. A majority of the board of
directors shall constitute a quorum; provided, that if less than a
majority of the directors are present at said meeting, a majority
of the directors present may adjourn the meeting from time to
time; and provided further, that the secretary shall notify any
absent directors of the time and place of such adjourned
meeting. The act of the majority of the directors present at the
meeting at which a quorum is present shall be the act of the
board of directors. Each director present shall vote or abstain on
each motion. Each director shall disclose any financial interest
of the director or of a member of the director's immediate family
in a matter before the board.

     SECTION 4. Director Attendance.  If a director is
absent from three consecutive regular board meetings or four
regular board meetings, whether consecutive or not, or from
25% of all meetings, including regular and special meetings,
board workshops, and committee meetings, in either of the two
six month periods described below, the director shall be deemed
to have resigned from the board of directors, and the vacancy
thereby resulting will be filled as provided in Article IV, Section
8, of these bylaws.  For purposes of compliance with this bylaw,
attendance will be evaluated for two separate six month periods
beginning May 1st and November 1st of each year.  A director
who is absent on Association business, including reasonable
travel time to and from such business, shall not be counted
absent, provided such travel and absence was approved in
advance by the board.  For purposes of this Section, an absence
shall not be counted if it is excused by a vote of a majority of the
members of the board not requesting the excuse at the next
regular or special board meeting.  However, no more than two
absences per director may be excused by the board in either 6-
month period.

     SECTION 5. Membership Attendance. (a) Regular
meetings, special meetings and work sessions shall be open to
all Association members. The notice of such meeting and an
agenda shall be posted in a conspicuous place in the public
places of business of the Association not later than three days
prior to the meeting. The board of directors shall adopt a policy



<PAGE>

establishing additional means of providing public notice of
meetings.
     (b) No closed or executive sessions shall be held except to
discuss:
     1)  Matters the immediate knowledge of which would
         clearly have an adverse effect on the Association's
         finances;

     2)  Subjects that tend to prejudice the reputation and
         character of a person; however, that person may
         request a public discussion;

     3)  Matters discussed with an attorney for the
         Association, the immediate knowledge of which
         could have an adverse effect on the Association's
         legal position.

     SECTION 6. Minutes. Minutes will be kept for all
regular and special meetings and shall include each director's
vote on each matter voted upon by the board of directors.
Copies of the minutes shall promptly be given to Association
members upon request. The board of directors may prescribe a
reasonable fee for such copies provided such fee shall not
exceed the actual labor and material costs of reproduction. An
electronic recording of all regular and special meetings shall also
be made and kept for at least one year; Association members
may request a transcription of the tape upon payment of the cost
of transcription by a court reporter service; members shall also
be permitted to listen to such tapes at the headquarters building.

     SECTION 7. Telephonic Board Meetings.  For the
purpose of the holding of any regular or special meeting, the
Board of Directors can validly conduct such meeting by
communicating with each other by means of conference
telephones or similar communications equipment as allowed by
law. Telephonic attendance by directors shall be permitted
without limitation if the director is unable to attend in person
due to Association business provided the absence was approved
in advance by the board as provided under Article V, Section 4.
Telephonic attendance for reasons other than Association
business shall be limited to 25% of the meetings by any one
director for the 6-month period beginning May 1 and the 6-
month period beginning November 1. For attendance
evaluation, a director is deemed absent from each meeting
where the telephonic attendance limit was exceeded.
The amendments to this Bylaw will take effect May 1, 1997.


                          ARTICLE VI

                           OFFICERS




<PAGE>

     SECTION 1. Number. The officers of the Association
shall be a president, vice-president, secretary and treasurer, and
such other officers as may be determined by the board of
directors from time to time. The offices of secretary and
treasurer may be held by the same person.

     SECTION 2. Election and Term of Office. The officers
shall be elected annually by ballot, by and from the board of
directors, at the meeting of the board of directors held
immediately after the annual meeting of the members. If the
election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until the first meeting of the board
of directors following the next succeeding annual meeting of the
members, or until his successor shall have been elected and
shall have qualified. A vacancy in any office shall be filled by
the board of directors for the unexpired portion of the term.

     SECTION 3. Removal of Officers and Agents by
Directors. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors
whenever in its judgement the best interests of the Association
will be served thereby. In addition, any member of the
Association may bring charges against an officer and, by filing
with the secretary such charges in writing, together with a
petition signed by at least a sufficient number of members to
constitute a quorum as defined in Section 5, Article III, may
request the removal of such officer by reason thereof; provided,
however, that the signatures of the members shall be acceptable
only when affixed to a sheet on which petition therein is fully
set forth; and provided further, that the person who solicited the
signature affixed to such petition shall acknowledge thereon
before a person authorized to take acknowledgments of deeds
that he had read the petition and the said charges against such
officer to each of the members prior to the latter subscribing
their names thereto. The officer against whom such charges
have been brought shall be informed in writing of the charges
at least ten days prior to the board meeting at which the charges
are to be considered and shall have an opportunity at the
meeting to be heard in person, or by counsel, and to present
evidence in respect of the charges; and the person or persons
bringing the charges against him shall have the same
opportunity. In the event the board does not remove the officer,
the question of his removal shall be considered and voted upon
at the next meeting of the members.

     SECTION 4. President. The president shall:

     (a) Be the principal executive officer of the Association
         and, unless otherwise determined by the members or
         the board of directors, shall preside at all meetings of
         the members and the board of directors;



<PAGE>

     (b) Sign any deeds, mortgages, deeds of trust, notes,
         bonds, contracts or other instruments authorized by
         the board of directors to be executed, except in cases
         in which the signing and execution thereof shall be
         expressly delegated by the board of directors or these
         bylaws to some other officer or agent of the
         Association, or shall be required by law to be
         otherwise signed or executed; and

     (c) In general, perform all duties incident to the office of
         president and such other duties as may be prescribed
         by the board of directors from time to time.

     SECTION 5. Vice-President. In the absence of the
president, or in the event of his inability or refusal to act, the
vice-president shall perform the duties of the president, and
when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the president. The vice-president shall
also perform such duties as from time to time may be assigned
to him by the board of directors.

     SECTION 6. Secretary. The secretary shall be
responsible for:

     (a) Keeping the minutes of the meetings of the members
         and of the board of directors;

     (b) Seeing that all notices are given in accordance with
         these bylaws, or as required by law;

     (c) The safekeeping of the corporate records and seal of
         the Association, and affixing the seal of the
         Association to all documents, the execution of which
         on behalf of the Association under its seal is duly
         authorized in accordance with the provisions of these
         bylaws;

     (d) Keeping a register of the names and post office
         addresses of all members;

     (e) Keeping on file at all times a complete copy of the
         articles of incorporation and bylaws of the
         Association containing all amendments thereto,
         which copy shall always be open to the inspection of
         any members, and at the expense of the Association,
         forwarding a copy of the bylaws and of all
         amendments thereto to each member on request; and

     (f) In general, performing all duties incident to the office
         of secretary, and such other duties as from time to
         time may be assigned by the board of directors.




<PAGE>

     SECTION 7. Treasurer. The treasurer shall be
responsible for:

     (a) Custody of all funds and securities of the
         Association;

     (b) The receipt of, and the issuance of receipts for, all
         moneys due and payable to the Association, and for
         the deposit of all such moneys in the name of the
         Association in such bank or banks as shall be selected
         in accordance with the provisions of these bylaws;
         and

     (c) In general, performing all the duties incident to the
         office of treasurer and such other duties as from time
         to time may be assigned by the board of directors.

     SECTION 8. Delegation of Duties. In the absence of an
officer, or in the event of his inability or refusal to act, the board
of directors will appoint one of their number to perform the
duties of his office; provided that the offices of president and
vice-president may not be combined with any other office; and,
provided further, nothing herein shall limit the right and duty of
the vice-president to perform the duties of the president in the
event that the president is absent, is unable to act, or refuses to
act. The board of directors may provide for the delegation of one
or more of the duties of the secretary and treasurer.

     SECTION 9. Bonds of Officers. The treasurer, and any
other officer or agent of the Association charged with
responsibility for the custody of any of its funds or property,
shall give bond in such sum, and with such surety, as the board
of directors shall determine. The board of directors, in its
discretion, may also require any other officer, agent or employee
of the Association to give bond in such amount and with such
surety as it shall determine.

     SECTION 10. Budget. The Board of Directors shall
review, revise and approve an annual operating budget prior to
each fiscal year.

     SECTION 11. Reports. The officers of the Association
shall submit, at each annual meeting of the members, reports
covering the business of the Association for the previous fiscal
year. Such reports shall set forth the condition of the
Association at the close of such fiscal year.


                            ARTICLE VII

                          PATRONAGE CAPITAL




<PAGE>

     SECTION 1. Patronage Capital. The Association shall
at all times be operated on a cooperative, nonprofit basis for the
mutual benefit of its patrons. The Association's operations shall
be so conducted that all patrons, members and non-members
alike, will through their patronage furnish capital for the
Association, subject to the provisions for sinking funds and
reserves as provided by Article VIII of these bylaws.
     In order to induce patronage and to assure that the
Association will operate on a nonprofit basis, the Association is
obliged to account on a patronage basis to all its patrons,
members and non-members alike, for all amounts received from
the furnishing of electric energy in excess of operating costs and
expenses properly chargeable against the furnishing of electric
energy. All such amounts in excess of operating costs and
expenses are received with the understanding that they are
furnished by the patrons, members and non-members alike, as
capital. The Association is obligated to pay all such amounts in
excess of operating costs and expenses to the patrons by credits
to a capital account for each patron. The books and records of
the Association shall be set up and kept in such a manner that
at the end of each fiscal year the amount of capital, if any, so
furnished by each patron, is clearly reflected and credited in an
appropriate record to the capital account of each patron, and the
Association shall within a reasonable time after the close of the
fiscal year notify each patron of the amount of capital so
credited to his account. All such amounts credited to the capital
account of any patron shall have the same status as though they
had been paid to the patron in cash in pursuance of a legal
obligation to do so, and the patron had then furnished the
Association corresponding amounts for capital. In the event of
dissolution or liquidation of the Association, after all
outstanding indebtedness of the Association shall have been
paid, outstanding capital credits shall be retired without priority
on a pro rata basis before any payments are made on account of
property rights of members. If, at any time prior to dissolution
or liquidation, the board of directors shall determine that the
financial condition of the Association will not be impaired
thereby, the capital then credited to patrons' accounts may be
retired in full or in part, according to policies adopted by the
board. Capital credited to the account of each patron shall be
assignable only on the books of the Association pursuant to
written instructions from the assignor, and only to successors in
interest or successors in occupancy in all or a part of such
patron's premises served by the Association, unless the board of
directors, acting under policies of general application, shall
determine otherwise. All other amounts received by the
Association from its operations in excess of costs and expenses
shall, insofar as permitted by law, be:

     (a) Used to offset any losses incurred during the current
         or any prior fiscal year; and




<PAGE>

     (b) To the extent not needed for that purpose, allocated
         to its patrons on a patronage basis, and any amount
         so allocated shall be included as part of the capital
         credited to the accounts of patrons, as herein
         provided.

     Notwithstanding any other provisions of these bylaws, the
board of directors, at its discretion, shall have the power at any
time, upon the death of any patron, if the legal representative of
his estate shall request in writing that the capital credited to any
such patron be retired prior to the time such capital would
otherwise be retired under the provisions of these bylaws, to
retire capital credited to any such patron immediately upon such
terms and conditions as the board of directors, acting under
policies of general application, and the legal representative of
such patron's estate shall agree upon, provided, however, that
the financial condition of the Association will not be impaired
thereby.


                       ARTICLE VIII

              FISCAL MANAGEMENT AND ACCOUNTING

     SECTION 1. Revenues and Expenditures. The board
of directors shall adopt and maintain a system of accounting for
receipts and expenditures in conformance with the laws of the
United States and of the State of Alaska applicable to
cooperative associations and corporations, which system shall
at all times provide the proper reserves for payments of interest
and principal on outstanding indebtedness, reserves for taxes,
insurance, depreciation, replacement of capital plant and
facilities, and such other reserves and accounts as the board of
directors shall deem proper.

     SECTION 2. Accounting System and Reports. The
accounting system adopted and maintained by the board of
directors shall conform to such rules and regulations applicable
to accounting systems, their establishment and operation, and
which may be established by any applicable laws, rules and
regulations of the United States, the State of Alaska, or any
regulatory agency thereof of competent jurisdiction. The board
of directors shall also, after the close of each fiscal year, cause
to be made a full, complete and independent audit of the
accounts, books, and financial conditions of the Association as
of the end of each fiscal year. A reasonably comprehensive and
easily understood summary of the audit report shall be
submitted to the members prior to each annual meeting.

     SECTION 3. Disclosure. Repealed April 25, 1996.











<PAGE>

                            ARTICLE IX

                      DISPOSITION OF PROPERTY

     SECTION 1. Disposition of Property. (a) The board of
directors shall have full power and authority to authorize the
execution and delivery of a mortgage or mortgages, or a deed or
deeds of trust, of any and all of the property, rights, privileges,
licenses, franchises and permits of the Association, whether
acquired or to be acquired, and wherever situated, as well as the
revenues therefrom, all upon such terms and conditions as the
board of directors shall determine, to secure any indebtedness of
the Association.
     (b) The Association may not sell, lease, or otherwise
dispose of all or a substantial portion of the Association's
property unless such sale, lease, or other disposition is
authorized by the affirmative vote of not less than the majority
of all the members of the cooperative. However, the board of
directors may sell, lease, or otherwise dispose of all or a
substantial portion of its property to another cooperative, if
authorized by a majority of those members of the Association
voting, but in no event can the affirmative vote be less than
10% of the members as of the date of notice of the election.


                            ARTICLE X

                               SEAL

     The corporate seal of the Association shall be in the form
of a circle and shall have inscribed thereon the name of the
Association and the words "Corporate Seal, State of Alaska."


                           ARTICLE XI

                      FINANCIAL TRANSACTIONS

     SECTION 1. Contracts. Except as otherwise provided in
these bylaws, the board of directors may authorize any officer
or officers, agent or agents, to enter into any contract, or execute
and deliver any instrument, in the name and on behalf of the
Association, and such authority may be general or confined to
specific instances.

     SECTION 2. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, and all notes, bonds or
other evidences of indebtedness issued in the name of the
Association, shall be signed by such officer or officers, agent or
agents, employee or employees of the Association, and in such
manner, as shall from time to time be determined by resolution
of the board of directors.



<PAGE>

     SECTION 3. Deposits. All funds of the Association shall
be deposited from time to time to the credit of the Association
in such bank or banks as the board of directors may select.

     SECTION 4. Fiscal Year. The fiscal year of the
Association shall begin on the first day of January of each year
and shall end on the thirty-first day of December of the same
year.

     SECTION 5. Full and Open Competitive Bidding. It is
deemed to be in the best interest of the Association: to
encourage and require full and open competitive bidding of
contracts; to take affirmative steps to insure that the Association
selects the lowest responsible bidder for its requirements from
among the broadest range of suppliers qualified by expertise and
resources; and to insure that responsible bidders are not
excluded. These requirements shall not apply in emergency
matters, to professional service contracts, or (in the discretion of
the Association) to contracts reasonably expected to be less than
$50,000. The Directors shall require a review of the
Association's bidding procedures and qualifications and shall
take such actions as may be in the best interests of the
Association as determined herein.

Within thirty (30) months of the passage of this Section 5, the
Board of Directors shall have fully implemented the provisions
of this Section 5.


                        ARTICLE XII

                       MISCELLANEOUS

     SECTION 1. Membership in Other Organizations.
The Association may, with the approval of the Board of
Directors, become a partner, member, shareholder or holder of
any other interest in any entity engaging in any lawful business.

     SECTION 2. Waiver of Notice. Any member or director
may waive in writing any notice of a meeting required to be
given by these bylaws. The attendance of a member or director
at any meeting shall constitute a waiver of notice of the meeting,
unless the person participates in the meeting solely for the
express purpose of objecting to the transaction of any business
on the ground that the meeting has not been lawfully called or
convened.

     SECTION 3. Interpretation. Wherever the masculine
gender is used in these bylaws it shall be construed also to refer
to the feminine.





<PAGE>

                         ARTICLE XIII

                         AMENDMENTS

     SECTION 1. Notice. These bylaws may be altered,
amended or repealed by the members at any regular or special
meeting, or by ballot as provided for in Article III, Section 8,
provided the notice of such meeting shall have contained a copy
of the proposed alteration, amendment or repeal. Notice to the
membership shall be given ninety days prior to the annual
meeting election for submission of recommended bylaw
changes.

     SECTION 2. Bylaws Committee. It shall be the duty of
the board of directors to appoint, not later than December 15th
of each year, members to a committee on bylaws, as provided
in Article XV of these bylaws. The committee shall consist of
not less than five nor more than seven members, who shall be
selected from different sections of the service area of the
Association so as to insure equitable representation. No member
of the board of directors may serve on such a committee. The
committee shall review the bylaws of the Association, consider
any recommendations for revisions thereof which may be made
by the board of directors or any member, and report their
recommendations concerning the bylaws to the annual
membership meeting. Nothing herein shall be interpreted to
limit the authority of the board of directors to propose changes
in the bylaws, or the right of the members to call a special
meeting for any proper purpose pursuant to Article III, Section
2, herein.


                         ARTICLE XIV

                       ADVISORY COUNCIL

     SECTION 1. Member Advisory Council. The board of
directors shall create and establish a Member Advisory Council
to advise the board.

     SECTION 2. General Duties. It shall be the duty of the
board of directors to appoint members to the advisory council,
as provided in Article XV. Members shall be selected from
different sections of the service area to the Association so as to
insure equitable representation.


                       ARTICLE XV

             STANDING AND AD HOC COMMITTEES




<PAGE>

     SECTION 1. General. This section shall apply to
standing and ad hoc committees which may from time to time
be appointed by the board. Standing committees include: the
Election Committee, as provided for in Article III, Section 8; the
Nominating Committee, as provided for in Article IV, Section
4; the Bylaws Committee, as provided for in Article XIII,
Section 2; and the Member Advisory Council, as provided for
in Article XIV.

     SECTION 2. Compensation. Members of standing and
ad hoc committees shall receive no compensation or gratuity for
their participation in the affairs of the Association.

     SECTION 3. Terms. The terms of standing committee
members shall be for no more than three (3) years and be
staggered so that, as nearly as possible, one-third shall expire
each year.

     SECTION 4. Membership. In order to be fairly
representative of the Association's diverse membership, it is
preferable that standing and ad hoc committees be comprised of
members who reflect that diversity. Toward that end, the
selection process shall include consideration of the member's
occupation, education, experience, geographical area in which
service is provided by the Association, and type of service
provided by the Association. A person is eligible to serve on
such committees provided that such person is not:

(a)  an employee or director of the Association;

(b)  a director, officer or employee of any union local currently
     acting as a bargaining agent for Association employees;

(c)  a person employed by a competing enterprise, however, an
     employee of the Municipality of Anchorage who is not
     directly employed by Municipal Light and Power is eligible
     to serve if he or she has no fiduciary duties which in any
     way pertain to Municipal Light and Power;

(d)  a person having a financial interest in a competing
     enterprise;

(e)  a supplier, contractor, consultant or other entity which
     does business with the Association or a person with more
     than a 20% ownership interest in a supplier, contractor,
     consultant or other entity which does business with the
     Association except for providers whose actual business
     with the Association does not exceed $50,000; or

(f)  a person living in the same household with and financially
     interdependent upon any of the persons listed in (a)
     through (e), above.



<PAGE>

     SECTION 5. Vacancy. In the case of a vacancy, the
board of directors shall appoint an Association member in
accordance with the provisions of this Article to complete the
unexpired term of a committee member.


                         ARTICLE XVI

                       INDEMNIFICATION

     The Association shall indemnify and defend directors,
officers, employees or agents of the Association who are, or are
threatened to be made, parties to civil, criminal or administrative
proceedings, for expenses (including attorneys' fees), judgments,
fines and settlements, actually and reasonably incurred, if the
acts complained of were performed within the scope of the
director's, officer's, employee's or agent's duties, and the director,
officer, employee or agent acted in good faith and in a manner
he reasonably believed should be in, or not opposed to, the best
interests of the Association, and, with respect to a criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The Association may purchase and
maintain insurance to provide for such indemnification and
defense.


                        ARTICLE XVII

                 MEMBER ACCESS TO INFORMATION

     SECTION 1. Access Rights. The rights of the members
to examine and make copies of the books and records of the
Association at a reasonable time and for a proper purpose in
accordance with Alaska Statutes shall not be infringed. The
following information is deemed to be requested for a proper
purpose without any showing whatsoever and shall be made
available to members on request of a member.

     (a) Names and mailing addresses of Association members
when requested by a candidate running for election to the
Association Board;

     (b) Salary, title, job classification and position description,
benefits, leave accrued and cashed-in, and hours worked, but
not employee name, for each employee position in the
Association;

     (c) Collective bargaining agreements of any kind to which
the Association is a party;

     (d) Published information which shall include:




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     1)  Documents provided to any regulatory authority
         including, but not limited to Alaska Public Utilities
         Commission (APUC), Federal Energy Regulatory
         Commission (FERC) and Securities and Exchange
         Commission (SEC) filings,

     2)  Documents provided in open session to the Board of
         Directors or Association committees, including but
         not limited to budget documents, feasibility studies,
         audits or cost effectiveness studies, correspondence
         between the Association and third parties and
         minutes of Board of Directors or Association
         committee meetings.

     SECTION 2. Charges. The Association may charge no
more than the actual incremental cost of producing the above
information.

     SECTION 3. Policies and Procedures. Nothing in this
Article XVII prevents the Association from allowing for
additional disclosure of Association information or from
developing other rules for disclosure and payment therefor by
policy or procedure provided that the policy or procedure shall
in no way restrict the disclosure required in this Article XVII.