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Don Edwards, General Counsel
Chugach Electric Association, Inc.
P.O. Box 196300
Anchorage, AK   99519-6300






                  NINTH SUPPLEMENTAL INDENTURE OF TRUST

              (Amending Legal Description of Real Property
(Acquired and/or Released by the Company to Exhibit A of the Indenture)


         THIS NINTH  SUPPLEMENTAL  INDENTURE OF TRUST,  dated as of April 25,
2000, is  amendatory  and  supplemental  to that certain Indenture of Trust
dated September 15, 1991 (the ?Original  Indenture?),  by and between CHUGACH
ELECTRIC ASSOCIATION,  INC., an Alaska electric cooperative (the ?Company?),
and SECURITY PACIFIC BANK WASHINGTON,  N.A., a national banking association,
recorded September 25, 1991, under the following recording numbers:
<TABLE>
<S>                 <C>                                                  <C>

------------------------------------------------------------ ---------------------------------------------------------
                    Recording District                                   Recording Number, Book and Page

------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
                         Anchorage                                       91-040327 (Book 2195, Page 178)
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
                           Kenai                                           91-7151 (Book 389, Page 637)
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
                          Palmer                                          91-011276 (Book 663, Page 167)
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
                          Seward                                           91-1051 (Book 62, Page 251)
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
                          Valdez                                           91-0738 (Book 114, Page 233)
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

         The Original  Indenture  was amended by those,  First,  Second,  Third,
Fourth,  Fifth, Sixth, Seventh and Eighth Supplemental  Indentures,  dated as of
March 17, 1993, May 19, 1994, June 29, 1994,  March 1, 1995,  September 6, 1995,
April 3, 1996, June 1, 1997 and February 4, 1998, respectively,  and recorded as
follows:


<PAGE>



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

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

RECORDING DISTRICT       SUPPLEMENTAL             RECORDING NUMBER, BOOK AND PAGE                RECORDING DATE
                          INDENTURE
-------------------- --------------------- ----------------------------------------------- ---------------------------
-------------------- --------------------- ----------------------------------------------- ---------------------------

     Anchorage              First                 93-014587 (Book 2394, Page 638)                March 30, 1993
                            Second                94-036094 (Book 2656, Page 313)                 May 23, 1994
                            Third                 94-046579 (Book 2678, Page 629)                July 11, 1994
                            Fourth                95-015010 (Book 2772, Page 604)                March 31, 1995
                            Fifth                 96-006182 (Book 2886, Page 853)              February 12, 1996
                            Sixth                 96-028052 (Book 2936, Page 602)                June 10, 1996
                           Seventh                97-044282 (Book 3117, Page 356)              September 2, 1997
                            Eighth                98-021693 (Book 3232, Page 498)                April 20, 1998
-------------------- --------------------- ----------------------------------------------- ---------------------------
-------------------- --------------------- ----------------------------------------------- ---------------------------

       Kenai                First                   94-3630 (Book 441, Page 841)                 April 27, 1994
                            Second                  94-4844 (Book 444, Page 348)                  May 31, 1994
                            Third                   94-6354 (Book 447, Page 238)                 July 11, 1994
                            Fourth                  95-0383 (Book 461, Page 299)                 April 10, 1995
                            Fifth                   96-1826 (Book 480, Page 485)                 March 12, 1996
                            Sixth                   96-4713 (Book 486, Page 796)                 June 18, 1996
                           Seventh                  97-7086 (Book 513, Page 807)               September 4, 1997
                            Eighth                  98-3320 (Book 528, Page 037)                 April 28, 1998
-------------------- --------------------- ----------------------------------------------- ---------------------------
-------------------- --------------------- ----------------------------------------------- ---------------------------

      Palmer                First                   94-6629 (Book 763, Page 279)                 April 26, 1994
                            Second                94-008794 (Book 768, Page 219)                 May 27, 1994
                            Third                 94-011249 (Book 773, Page 460)                July 11, 1994
                            Fourth                95-003739 (Book 0800, Page 693)                April 4, 1995
                            Fifth                 96-003374 (Book 0840, Page 390)                March 12, 1996
                            Sixth                 96-008674 (Book 0852, Page 453)                June 18, 1996
                           Seventh                97-014700 (Book 0911, Page 038)              September 4, 1997
                            Eighth                98-007176 (Book 0946, Page 137)                April 28, 1998
-------------------- --------------------- ----------------------------------------------- ---------------------------
-------------------- --------------------- ----------------------------------------------- ---------------------------

      Seward                First                    94-562 (Book 72, Page 239)                  April 29, 1994
                            Second                  94-0832 (Book 72, Page 786)                   June 2, 1994
                            Third                   94-1091 (Book 73, Page 283)                  July 12, 1994
                            Fourth                  95-0392 (Book 76, Page 575)                  April 4, 1995
                            Fifth                   96-0301 (Book 80, Page 589)                February 29, 1996
                            Sixth                   96-0853 (Book 81, Page 859)                  June 19, 1996
                           Seventh                  97-1278 (Book 87, Page 352)                September 10, 1997
                            Eighth                  98-0632 (Book 90, Page 707)                  April 29, 1998
-------------------- --------------------- ----------------------------------------------- ---------------------------
-------------------- --------------------- ----------------------------------------------- ---------------------------

      Valdez                First                   94-0604 (Book 122, Page 677)                 April 27, 1994
                            Second                  94-0767 (Book 122, Page 967)                  May 31, 1994
                            Third                   94-0971 (Book 123, Page 269)                 July 11, 1994
                            Fourth                  95-0383 (Book 126, Page 214)                 April 10, 1995
                            Fifth                   96-0158 (Book 128, Page 435)               February 28, 1996
                            Sixth                   96-0550 (Book 129, Page 361)                 June 19, 1996
                           Seventh                  97-0972 (Book 133, Page 332)               September 22, 1997
                            Eighth                  98-0408 (Book 135, Page 186)                 April 29, 1998
-------------------- --------------------- ----------------------------------------------- ---------------------------
</TABLE>



<PAGE>


         The Original Indenture, as amended by the First, Second, Third, Fourth,
Fifth, Sixth, Seventh and Eighth Supplemental Indentures,  is referred to herein
as the ?Indenture.? All capitalized terms used and not otherwise defined in this
Ninth Supplemental  Indenture shall have the meanings assigned to those terms in
the Indenture, except where the context clearly indicates otherwise.

         The Indenture secures payment of the principal of (and premium, if any)
and interest on the Outstanding  Secured Bonds (as defined in the Indenture) and
the performance of the covenants contained in such Outstanding Secured Bonds and
the Indenture.

         Pursuant to the Indenture, the Company did grant, bargain, sell, alien,
remise, release, convey, assign, transfer,  mortgage,  hypothecate,  pledge, set
over and confirm to Security  Pacific Bank  Washington,  N.A.,  as Trustee,  all
property,  rights,  privileges  and  franchises of the Company of every kind and
description,  real,  personal or mixed,  tangible and  intangible,  whether then
owned or thereafter  acquired by the Company,  except any Excepted  Property (as
defined in the  Indenture),  and  granted a security  interest  therein  for the
purposes therein expressed.

         The  purpose  of the First,  Second,  Fourth,  Fifth,  Sixth and Eighth
Supplemental  Indenture  was to amend  the legal  description  of  certain  real
property (described in the respective  Supplemental  Indentures) acquired and/or
released  by the  Company  to Exhibit A of the  Indenture  after the date of the
Original  Indenture,  and to confirm the substitution of Seattle-First  National
Bank  (successor  by merger  to the  original  Trustee,  Security  Pacific  Bank
Washington,  N.A.) as  Trustee  under the  Indenture.  The  purpose of the Third
Supplemental  Indenture  was to establish a new series of bonds to be designated
First  Mortgage  Bonds,  CoBank  Series,  to be issued to the National  Bank for
Cooperatives pursuant to the terms of a Credit Agreement between the Company and
the National  Bank for  Cooperatives.  The National  Bank for  Cooperatives  was
subsequently merged into CoBank, ACB (?CoBank?),  which has thereby succeeded to
the interests of the National Bank for Cooperatives  under such Credit Agreement
and all  outstanding  CoBank  Bonds.  The  purpose of the  Seventh  Supplemental
Indenture  was  to  amend  the  terms  of  the  Third   Supplemental   Indenture
establishing the First Mortgage Bonds,  CoBank Series,  to eliminate the maximum
aggregate amount of bonds of such series the Company may issue.

         As a result of the acquisition by U.S. Bank Trust National  Association
(formerly  known  as  First  Trust  National  Association,  a  national  banking
association,) of the trust business of Bank of America NW, N.A.  (formerly known
as  Seattle-First  National  Bank),  U.S. Bank Trust  National  Association  has
succeeded to the interest of the Trustee under the Indenture.

         On  January  22,  1999 and  February  1,  1999,  the  Company  acquired
additional  interests in real property which real property was not  specifically
described in Exhibit A to the  Indenture,  but which interest was intended to be
subjected to the lien of the Indenture  from and after the date of the Company's
acquisition thereof.


<PAGE>


         On December 23, 1998, the Company  released  interests in real property
which  real  property  was  included  in Exhibit A to the  Indenture,  and which
interest is now intended to be released from the lien of the Indenture  from and
after the date of the Company?s release thereof.

         The purpose of this Ninth Supplemental  Indenture is to a) confirm that
the  Company's  interest in the acquired  real  property  described in Exhibit A
attached hereto,  including the Company's  interest in all improvements  thereon
and  appurtenances  thereto,  is in all  respects  subject  to the  lien  of the
Indenture  in the same manner and to the same extent as if legally  described in
Exhibit A to the Indenture,  and Exhibit A to the Indenture is hereby amended as
to the Company's  interest in the real property  described in Exhibit A attached
to this Ninth  Supplemental  Indenture;  and b) to confirm  that the  Company no
longer has an  interest  in the real  property  described  in Exhibit B attached
hereto and such real property is therefore no longer  subject to the lien of the
Indenture.

                         CHUGACH ELECTRIC ASSOCIATION, INC.,
                         an Alaska electric cooperative

                         By /s/ Eugene N. Bjornstad

                         Title: General Manager

                         U.S.BANKTRUST NATIONAL ASSOCIATION,
                         a national banking association

                         By    /s/ D Woodard

                         Title: Vice President


<PAGE>


STATE OF ALASKA            )
                                            ) ss.
THIRD JUDICIAL DISTRICT    )

         The foregoing  instrument was  acknowledged  before me this 15th day of
March,  2000, by Eugene N. Bjornstad,  the General  Manager of CHUGACH  ELECTRIC
ASSOCIATION, INC., an Alaska electric cooperative, on behalf of the cooperative.

                              /s/ Dianne Hillemeyer

                        NOTARY PUBLIC in and for Alaska.
                        My commission expires 5-13-2000.

STATE OF WASHINGTON                                  )
                                                     ) ss.
COUNTY OF KING                                       )


         I certify  that I know or have  satisfactory  evidence  that Michael A.
Jones, is the person who appeared before me, and said person  acknowledged  that
he signed this instrument,  on oath stated that he was authorized to execute the
instrument and acknowledged it as the Vice President of U.S. BANK TRUST NATIONAL
ASSOCIATION,  to be the free and voluntary act and deed of said national banking
association, for the uses and purposes therein mentioned.

         Given under my hand and official seal this 25 day of April, 2000.

                                                        /s/ Shirley D. Young

                                                     Print   name:   Shirley  D.
                                                     Young NOTARY  PUBLIC in and
                                                     for Washington, residing at
                                                     King  County My  commission
                                                     expires 11/15/2000.


<PAGE>



                                    EXHIBIT A

                          (Ninth Supplement Indenture)

Property Acquired (two parcels):

         Lot 15, Block 3, PATRICIA  SUBDIVISION,  according to the official plat
         thereof,  filed  under Plat  Number  69-54,  Records  of the  Anchorage
         Recording District, Third Judicial District, State of Alaska.

         SUBJECT to  reservations  and exceptions in U.S.  Patent and/or in Acts
         authorizing  the issuance  thereof;  real property  taxes,  if any due;
         easements and notes on plat;  easements of record;  and  reservation of
         all oil, gas and mineral  rights in instrument  recorded April 5, 1965,
         in Book 299 at Page 34.

         Lot 19, Block 2, PATRICIA  SUBDIVISION,  according to the official plat
         thereof,  filed  under Plat  Number  69-54,  Records  of the  Anchorage
         Recording District, Third Judicial District, State of Alaska.

         SUBJECT to  reservations  and exceptions in U.S.  Patent and/or in Acts
         authorizing  the issuance  thereof;  real property  taxes,  if any due;
         easements and notes on plat;  easements of record;  and  reservation of
         all oil, gas and mineral  rights in instrument  recorded April 5, 1965,
         in Book 299 at Page 34.


<PAGE>


                                    EXHIBIT B

                          (Ninth Supplement Indenture)

Released Property (one parcel):

A parcel of land within Tract A, CEA Hillside Substation  Subdivision  according
to  Plat  91-8,  on file  in the  office  of the  District  Recorder,  Anchorage
Recording District, Seward Meridian, Alaska, and as shown on the Attachment A, a
drawing  of  the  State  of  Alaska  Department  of  Transportation  and  Public
Facilities Right of Way Required for Rabbit Creek Road Rehabilitation FM-0504(7)
Parcel No. 3 dated  April  1998,  said parcel  more  particularly  described  as
follows:

         Beginning  at the  southeast  corner of said Tract A; thence  along the
         east  property  line N 00 22? 53? W 15.50  feet;  thence S 74 57? 54?
         W 100.00  feet;  thence S 00 22? 53? E 15.50  feet;  then along the
         south property line of said Tract A, said south  property  line also
         being the north  boundary line of the Rabbit Creek Road right of way,
         N 74 57? 54? E 100.00 feet to the  southeast  corner of said Tract A
         and the point of beginning. Said parcel containing 1500 square feet,
         more or less.


<PAGE>


["Attachment A" contains a drawing of Parcel No. 3 for the State of Alaska
Department of Transportation and Public Facilities Right of Way Required for
Rabbit Creek Road