September 26, 1996



Mr. Michael Jones, CCTS
Assistant Vice President
First Trust National Association
601 Union Street, Suite 2120
Seattle, WA 98101

Subject:          Request for Execution and Delivery of CoBank-4 Bond

Dear Mr. Jones:

Enclosed  are  the  following  original  documents,  including  attachments,  in
connection with the CoBank-4 bond in the amount of $23,500,000:

                  Opinion of Counsel,
                  Board Resolution,
                  First Mortgage Bond,
                  Certificate as to Bondable Additions No. 4,
                  Available Margins Certificate, and
                  Officers Certificate.

I have also enclosed a set of these documents for your files. Please execute the
bond and deliver it to the attention of John McFarlane at CoBank, P.O. Box 5110,
Denver,  Colorado  80217.  Would you also please  provide  Chugach a copy of the
executed bond for our files.

Thank you for your assistance in this transaction.

Sincerely,


/s/ Evan J. Griffith, Jr.
Evan J. Griffith, Jr.
Executive Manager, Finance & Planning

Enclosures                                                       Bond/letter



<PAGE>


First Trust National Association, as Trustee
September 26, 1996
Page 2








September 26, 1996



First Trust National Association, as Trustee
601 Union Street, Suite 2120
Seattle, Washington  98101

Attention:  Michael Jones, Trust Officer

Re:      Opinion of Counsel and Title Evidence in connection
         with issuance of First Mortgage Bond, CoBank Series

Ladies and Gentlemen:

This  letter  constitutes  the opinion of General  Counsel for Chugach  Electric
Association,  Inc.  ("Chugach")  pursuant to  Sections  5.01C,  5.01E,  5.02(5),
5.02(6),  5.02(7) and 5.03D of the  Indenture of Trust dated as of September 15,
1991 between Chugach and First Trust National Association, successor-in-interest
to Security  Pacific  Bank  Washington,  N.A.,  as Trustee (the  "Trustee")  (as
amended  by the  First,  Second,  Third,  Fourth,  Fifth and Sixth  Supplemental
Indentures thereto,  dated March 17, 1993, May 19, 1994, June 29, 1994, March 1,
1995,  September 6, 1995,  and April 3, 1996  respectively,  the  "Indenture  of
Trust") and the terms used in this opinion  shall have the meanings  established
therein.  I have  based my  opinion on my review of the  following  records  and
documents  associated with the issuance of a First Mortgage Bond,  CoBank Series
in the original principal amount of $23,500,000 Dollars (the "Bond") pursuant to
the Third  Supplemental  Indenture  of Trust  dated  June 29,  1994 (the  "Third
Supplemental Indenture"),  which review is in my opinion sufficient to enable me
to express an informed opinion on the matters discussed in this letter:

         The Bond;

         Indenture of Trust;

         Credit  Agreement  between  Chugach and National Bank for  Cooperatives
         (predecessor to CoBank, ACB)("CoBank") dated June 22, 1994;

         Board  Resolution  dated April 3, 1996,  authorizing  the issuance of a
         First  Mortgage  Bond to  CoBank  pursuant  to the  Third  Supplemental
         Indenture;

         Officers' Certificate dated September 26, 1996, signed by the General 
         Manager

<PAGE>


First Trust National Association, as Trustee
September 26, 1996
Page 3


         and the Executive Manager, Finance and Planning;

         Available Margins Certificate dated September 26, 1996;

         Certificate as to Bondable Additions No. 4 dated September 26, 1996;

         The articles of incorporation of Chugach (including all amendments 
         thereto); and

         The bylaws of Chugach as in effect on the date hereof.

Based on my review of the above  records and my  knowledge of Chugach as General
Counsel, I am of the opinion that:

         (1)      no tax, recording or filing law requirements apply to the 
issuance of the Bond;
         (2)     no authorization, approval or consent by any Federal, state or 
other governmental regulatory agency is required for the issuance of the Bond;

         (3)    all conditions precedent provided for in the Indenture of Trust 
relating to the authentication and delivery of the Bond to CoBank have been 
complied with;

         (4) the Bond, when executed by Chugach and  authenticated and delivered
by the Trustee and when issued by Chugach  will be the legal,  valid and binding
obligation of Chugach  enforceable in accordance with its terms and the terms of
the Indenture of Trust (subject to bankruptcy,  insolvency, fraudulent transfer,
reorganization,  moratorium and other laws of general applicability  relating to
or affecting creditors' rights and to general equity principles) and entitled to
the benefits of and secured by the lien of the  Indenture  of Trust  equally and
ratably with all other Outstanding Secured Bonds;

         (5)      none of the Trust Estate is subject to any Prior Lien other 
than Prior Liens permitted by Section 14.06 of the Indenture of Trust;

         (6) no instruments, other than the Indenture of Trust, are necessary to
vest in the Trustee as a part of the Trust Estate all right,  title and interest
of Chugach  in and to all  Property  Additions  to which the  Certificate  as to
Bondable Additions refers;

         (7) with respect to all Property  Additions to which the Certificate as
to Bondable  Additions  refers that are located or constructed on, over or under
public highways, rivers, waters or other public property, Chugach has the lawful
right  under  permits  or  franchises  granted  by a  governmental  body  having
jurisdiction  in the premises or by law to maintain  and operate  such  Property
Additions for an unlimited, indeterminate or indefinite period of time


<PAGE>


First Trust National Association, as Trustee
September 26, 1996
Page 4


or for the period,  if any,  specified in such permit,  franchise or law, and to
remove such  property at the  expiration  of the period  covered by such permit,
franchise  or law,  or the terms of such  permit,  franchise  or law require any
public  authority  having  the  right to take  over  such  property  to pay fair
consideration therefor.

         (8)      Chugach has corporate power to own and operate all Property 
Additions to which the Certificate as to Bondable Additions refers;

         (9) the  Indenture  of Trust  is a lien  upon  all  Property  Additions
described in the Certificate as to Bondable  Additions (except such as have been
Retired)  free and  clear of any Prior  Liens  except  to the  extent  otherwise
provided in Section 6.02D(2) of the Indenture of Trust;

         (10) the  documents  which have been or are  herewith  delivered to the
Trustee conform to the requirements of the Indenture of Trust for an Application
for the  authentication  and  delivery  of the Bond  and,  upon the basis of the
Application,  all  conditions  precedent  provided for in the Indenture of Trust
relating to authentication and delivery of the Bond have been complied with;

         (11)  Chugach  has title to the  Property  Additions  described  in the
Certificate as to Bondable  Additions  (except as have been  Retired),  free and
clear of any Prior  Liens  (except  to the  extent  otherwise  permitted  by the
proviso to Section  6.02D(2) of the  Indenture of Trust and except for Permitted
Encumbrances),  and Chugach has duly  obtained any  easements  or  rights-of-way
which are described in the Certificate as to Bondable Additions, subject only to
Permitted Encumbrances; and

         (12)  to  the  extent  Chugach's  Application  for  authentication  and
delivery of the Bond is based on  satisfaction  of the  conditions  described in
Section 5.03 of the Indenture of Trust, the evidence of repurchase of Bonds that
has been delivered to the Trustee  conforms to the requirements of the Indenture
of  Trust  and,  upon the  basis of the  relevant  Application,  the  conditions
precedent to  authentication  and delivery of the Bond under Article Five of the
Indenture of Trust have been satisfied.

Pursuant to the definition of "Title Evidence"  contained in Section 1.01 of the
Indenture of Trust,  each of the  foregoing  opinions to the effect that Chugach
has title to any  portion of the Trust  Estate  shall be deemed to be an opinion
only that  Chugach has such title as in my opinion is  satisfactory  for the use
thereof in connection with its operations and is qualified by and subject to any
irregularity or deficiency in the record evidence of title which, in my opinion,
can  be  cured  by  proceedings   within  the  power  of  Chugach  or  does  not
substantially  impair  the  usefulness  of such  property  for the  purposes  of
Chugach.



<PAGE>



This opinion is limited to the federal laws of the United  States of America and
the laws of the State of Alaska,  and I disclaim  any  opinion as to the laws of
any other jurisdiction.

This opinion is rendered to you in connection  with the issuance of the Bond and
is solely for your  benefit.  This  opinion  may not be relied upon by any other
person,  firm,  corporation or other entity without my prior written consent.  I
disclaim any  obligation to advise you of any change of law that occurs,  or any
facts of which I become aware, after the date of this opinion.

Sincerely,

CHUGACH ELECTRIC ASSOCIATION, INC.

/S/ Donald W. Edwards

Donald W. Edwards
General Counsel













I:\cobnk235.ltr



<PAGE>









         WHEREAS,  the Board of Directors  has  previously  approved and Chugach
Electric  Association,  Inc.  ("Chugach") has entered into a Third  Supplemental
Indenture of Trust dated as of June 29, 1994 between  Chugach and  Seattle-First
National Bank ("Third  Supplemental  Indenture") amending and supplementing that
Indenture of Trust dated as of September 15, 1991 (as  heretofore  amended,  the
"Indenture")  and  establishing  a new  series of bonds to be  designated  First
Mortgage Bonds,  CoBank Series, to be issued to Cobank, ACB (successor by merger
to National  Bank for  Cooperatives  ("CoBank")  pursuant to a Credit  Agreement
dated June 22, 1994 from time to time to secure advances made by CoBank;

         WHEREAS,  it is in the  best  interest  of  Chugach  for the  Board  of
Directors  to  authorize  the  issuance  of a bond to  CoBank  under  the  Third
Supplemental   Indenture   for  the   purpose  of  securing   indebtedness   for
$23,500,000.00.

         NOW  THEREFORE  BE IT  RESOLVED,  that the  Board of  Directors  hereby
requests the authentication and delivery of a First Mortgage Bond, CoBank Series
(designated  CoBank-  4),  in the  principal  amount  of  $23,500,000.00,  under
Sections 5.02 and 5.03 of the Indenture;

         BE IT FURTHER RESOLVED, that the President, Vice President,  Treasurer,
Secretary,  General  Manager and Executive  Managers of Chugach,  or any of them
(the  "Officers  and  Managers")  are and each of them  hereby  is,  authorized,
empowered and directed, for and on behalf of Chugach, to execute and deliver, 1)
the First Mortgage Bond, CoBank Series, in the amount of $23,500,000.00, to bear
interest at the CoBank  Fixed Rate  Option in  substantially  the form  attached
hereto, and 2) any Company Request, Application, Company Order or other document
or instrument  that such person deems  necessary or desirable in connection with
the issuance of such bond;

         BE IT  FURTHER  RESOLVED,  that  the  execution  by such  Officers  and
Managers of the said Bond, instrument or other document and the doing by them of
any act in connection with the foregoing  matters shall  conclusively  establish
their authority therefor from Chugach.



                                  Certification

I, Mary  Minder , do hereby  certify  that I am  Secretary  of Chugach  Electric
Association,  Inc. an electric  non-profit  cooperative  membership  corporation
organized and existing under the laws of the State of Alaska; that the foregoing
is a complete and correct copy of a resolution adopted at a meeting of the Board
of Directors of this corporation,  duly and properly called and held on the 25th
day of  September , 19 96; that a quorum was  present at the  meeting;  that the
resolution is set forth in the minutes of the meeting and has not been rescinded
or modified.

IN WITNESS WHEREOF,  I have hereunto  subscribed my name and affixed the seal of
 this corporation this 25th day of September , 1996.
                                                               /s/ Mary Minder
(Seal)                                                              Secretary


<PAGE>




         THIS FIRST MORTGAGE BOND,  CoBANK SERIES,  HAS NOT BEEN AND WILL NOT BE
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
         SOLD, OFFERED FOR SALE OR OTHERWISE  TRANSFERRED  WITHOUT  REGISTRATION
         UNDER SUCH ACT OR IN RELIANCE UPON AN APPLICABLE EXEMPTION FROM
         REGISTRATION UNDER SUCH ACT.

                       Chugach Electric Association, Inc.
                 First Mortgage Bond, CoBank Series, Due 6/15/22

No. CoBank-4                                                    $23,500,000.00

         Chugach  Electric  Association,  Inc., an Alaska  electric  cooperative
(herein  called the  "Company",  which term includes any  successor  corporation
under  the  Indenture  hereinafter  referred  to),  for value  received,  hereby
promises  to pay to  CoBank  (the  "Lender"),  or  registered  assigns,  (1) the
principal sum of $23,500,000.00  Dollars, (2) interest (computed on the basis of
a 360 day  year)  thereon,  from  the  date of  issuance,  at the  rate or rates
hereafter provided for, which interest shall be payable on each Regular Interest
Payment Date with respect to the principal balance Outstanding from time to time
during the calendar  month most  recently  ended prior to such Regular  Interest
Payment Date, and (3) a Redemption  Premium in the amounts (if any)  hereinafter
provided.  The interest so payable, and punctually paid or duly provided for, on
any Interest  Payment Date will, as provided in the  Indenture  described on the
reverse  hereof,  be paid to the  Person in whose name this Bond (or one or more
predecessor  Bonds) is registered at the close of business on the Regular Record
Date (as defined below) for such  interest.  Any such interest not so punctually
paid or duly  provided for will  forthwith  cease to be payable to the Holder on
such  Regular  Record Date and may be paid to the Person in whose name this Bond
(or one or more  Predecessor  Bonds) is registered at the close of business on a
Special  Record Date for the payment of such  defaulted  interest to be fixed by
the Trustee,  notice  whereof  shall be given to Holders of Bonds of this series
not less than 10 days prior to such Special Record Date.

         Payments of the principal of (and premium, if any) and interest on this
Bond  shall  be made  to the  Holder  hereof  by wire  transfer  of  immediately
available funds. Wire transfers will be made to ABA #307088754 for advice to and
credit of CoBank (or to such other account as the Holder hereof may designate by
notice) and shall be in time to be received prior to 1:00 p.m.,  Alaska time, on
the date each payment is due.

         This Bond will mature on the date stated above.  Interest only shall be
due until the first  Principal  Payment Date. The principal  amount of this Bond
shall be repaid in accordance with the following amortization schedule:

                 Date 06/15/03 Principal Amount Due $ 452,151
                 Date 06/15/04 Principal Amount Due $ 493,500
                 Date 06/15/05 Principal Amount Due $ 538,616
                 Date 06/15/06 Principal Amount Due $ 587,859
                 Date 06/15/07 Principal Amount Due $ 641,586
                 Date 06/15/08 Principal Amount Due $ 700,156
                 Date 06/15/09 Principal Amount Due $ 764,198
                 Date 06/15/10 Principal Amount Due $ 834,071
                 Date 06/15/11 Principal Amount Due $ 910,311
                 Date 06/15/12 Principal Amount Due $ 993,458
                 Date 06/15/13 Principal Amount Due $1,084,319
                 Date 06/15/14 Principal Amount Due $1,183,431
                 Date 06/15/15 Principal Amount Due $1,291,513
                 Date 06/15/16 Principal Amount Due $1,409,641
                 Date 06/15/17 Principal Amount Due $1,538,443
                 Date 06/15/18 Principal Amount Due $1,679,084
                 Date 06/15/19 Principal Amount Due $1,832,552
                 Date 06/15/20 Principal Amount Due $2,000,011
                 Date 06/15/21 Principal Amount Due $2,182,809
                 Date 06/15/22 Principal Amount Due $2,382,291

         Reference  is hereby  made to the further  provisions  of this Bond set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee  referred to on the reverse  hereof by manual  signature,  this Bond
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

         IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Bond to be duly
executed.

Dated:         September 26, 1996            CHUGACH ELECTRIC ASSOCIATION, INC.
      --------------------------------------  


Attest:          /s/  Mary Minder       By:   /s/ Eugene N. Bjornstad
                  Secretary                        Authorized Officer


<PAGE>



         This  Bond is one of a duly  authorized  issue of Bonds of the  Company
designated as its "First Mortgage Bonds" (herein called the "Bonds"), issued and
to be issued in one or more series under, all equally and ratably secured by, an
Indenture of Trust,  dated as of September 15, 1991,  (herein  together with the
First  Supplemental  Indenture of Trust,  dated as of March 17, 1993, the Second
Supplemental Indenture of Trust dated as of May 19, 1994, the Third Supplemental
Indenture of Trust dated as of June 29, 1994, the Fourth Supplemental  Indenture
of Trust dated as of March 1, 1995,  the Fifth  Supplemental  Indenture of Trust
dated as of September  6, 1995,  and the Sixth  Supplemental  Indenture of Trust
dated as of April 3, 1996,  called the  "Indenture"),  between  the  Company and
First Trust National Association (successor-in-interest to Security Pacific Bank
Washington,  N.A.), as trustee (herein called the "Trustee", which term includes
any successor  trustee under the  Indenture),  to which  Indenture  reference is
hereby  made  for a  statement  of the  description  of the  properties  thereby
mortgaged,  pledged and assigned,  the nature and extent of the security and the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the  Company,  the  Trustee  and the  Holders of the Bonds and of the terms upon
which the Bonds are, and are to be,  authenticated  and delivered.  This Bond is
one of the  series  and  maturity  designated  on the face  hereof,  limited  in
aggregate  principal  amount to the Maximum Amount (as defined below) at any one
time outstanding.

         This Bond is subject to  redemption  at any time,  upon at least twenty
(20) Business Days (as hereinafter  defined)  notice to the Holder hereof,  as a
whole or in part in  multiples of $1,000,  at the election of the Company,  at a
Redemption  Price equal to 100% of the principal  amount being redeemed plus the
Redemption  Premium (as defined  below),  if any,  with respect to the principal
amount hereof being redeemed,  together with accrued  interest to the Redemption
Date on the principal  amount being redeemed,  but interest  installments  whose
Stated  Maturity is on or prior to such  Redemption  Date will be payable to the
Holder of this Bond, or one or more Predecessor Bonds, of record at the close of
business on the relevant Record Dates.

         The Company has  selected  the Fixed Rate Option set forth in (B) below
for an initial period of 30 days at an interest rate of 6.30000 % per annum:

                  (A) Variable Rate Option. Except as provided below, the unpaid
principal  balance of this CoBank  Bond shall bear  interest at a rate per annum
equal at all times to the National  Variable Rate (as hereinafter  defined) plus
25 basis points.  For purposes hereof, the National Variable Rate shall mean the
rate of  interest  established  by  CoBank  from  time  to time as its  National
Variable  Rate.  The  National  Variable  Rate is  intended  by  CoBank  to be a
reference  rate, and CoBank may charge other borrowers rates at, above, or below
that rate.  Any change in the  National  Variable  Rate shall take effect on the
date  established  by CoBank as the  effective  date of such change,  and CoBank
agrees to notify the Company promptly after any change in the rate.

                  (B) Fixed Rate Option. From time to time at the request of the
Company, the rate of interest charged on this CoBank Bond may be fixed at a rate
to be quoted by CoBank in its sole and absolute  discretion.  Under this option,
individual amounts may be fixed for periods ranging from thirty (30) days to the
life of the CoBank Bond, and the minimum  aggregate  principal  amount of CoBank
Bonds on which the interest rate may be fixed at any one time shall be $100,000.
However, rates may only be fixed for periods which expire on a Business Day, and
shall  take  into  account  repayments  of  principal  in  accordance  with  the
amortization  schedule.  Upon the expiration of any fixed rate period,  interest
shall automatically accrue at the rate set forth in (A) above, unless the amount
fixed is repaid or the Company fixes the rate for an additional period.

         Until the principal  hereof is completely  repaid  whether by reason of
maturity  or  redemption,  interest on this Bond not  theretofore  paid shall be
payable, in arrears, on each Interest Payment Date with respect to the principal
balance  outstanding  from time to time during the Interest Period to which such
Interest Payment date relates. Interest shall be calculated on the actual number
of days this Bond is outstanding on the basis of a year  consisting of 360 days.
In  calculating  interest,  the first day of each  period for which  interest is
calculated  shall be  included  and the day on which  interest  is paid shall be
excluded.

         If prior to maturity of this Bond the Company fails to make any payment
required to be made hereunder or under the terms of the Credit  Agreement,  then
at the Holder's  option in each instance,  such payment shall bear interest from
the date due to the date  such  amount is paid in full at the  Default  Rate (as
hereafter  defined).  After  maturity,  whether  by  reason of  acceleration  or
otherwise,  the entire  indebtedness  under this Bond shall  automatically  bear
interest at the Default Rate. All interest  provided for in this provision shall
be payable on demand.

         If an Event of Default  with  respect to the Bonds  shall  occur and be
continuing,  the  principal  of the Bonds may be declared due and payable in the
manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Holders of Bonds under the  Indenture  at any time
by the  Company  with the  consent of the  Holders of a  majority  in  aggregate
principal amount of Bonds of all series at the time outstanding affected by such
modification. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of Bonds at the time Outstanding,  on behalf of the
Holders of all Bonds to waive compliance by the Company with certain  provisions
of the  Indenture  and  certain  past  defaults  under the  Indenture  and their
consequences.  Any such  consent  or waiver by the  Holder of this Bond shall be
conclusive and binding upon such Holder and upon all future Holders of this Bond
and of any bond issued upon the  registration  of transfer hereof or in exchange
hereof or in lieu  hereof,  whether or not notation of such consent or waiver is
made upon this Bond.

         No reference  herein to the Indenture and no provisions of this Bond or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and  unconditional,  to pay the principal of (and premium,  if any) and
interest  on this  Bond at the  times,  places  and  rates,  and in the  coin or
currency, herein provided.

         Pursuant to Section 34.20.160 of the Alaska Statutes,  notice is hereby
given that the Company is  personally  obligated and fully liable for the amount
due  under  this  Bond and the  Holder of this Bond has the right to sue on this
Bond and obtain a personal  judgment against the Company for satisfaction of the
amount due hereunder  either before or after a judicial  foreclosure of the lien
of the Indenture under Sections 09.45.170 through 09.45.220 of Alaska Statutes.

         As provided in the Indenture and subject to certain limitations therein
set forth,  the transfer of this Bond is registrable in the Bond Register.  Upon
surrender of this Bond for  registration  of transfer at the office or agency of
the company in Anchorage,  Alaska, duly endorsed by, or accompanied by a written
instrument  of  transfer  in form  satisfactory  to the  Company  and  the  Bond
Registrar  duly  executed by the Holder  hereof or the  Holder's  attorney  duly
authorized  in  writing,  one or more new Bonds of this  series,  of  authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         The Bonds of this series are issuable only in  registered  form without
coupons in denomination of $1,000 and any integral multiple thereof. As provided
in the Indenture and subject to certain  limitations therein set forth, Bonds of
this series are exchangeable  for a like aggregate  principal amount of Bonds of
this series of a different authorized denomination, but of the same maturity and
interest rate or interest rate formula,  as requested by the Holder surrendering
the same.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Bond for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose  name  this  Bond is  registered  as the  owner  hereof  for all
purposes,  whether or not this Bond is overdue,  and neither  the  Company,  the
Trustee nor any such agent shall be affected by notice to the contrary.

         As used herein, the term:

         "Business Day" means any day on which CoBank and the Trustee are open 
for business.

         "CoBank"  means  CoBank,   ACB  (as  successor  to  National  Bank  for
Cooperatives by virtue of merger).

         "CoBank Bond" means a First Mortgage Bond, CoBank Series.

         "Credit  Agreement" means that Credit Agreement secured hereby dated as
of June 22, 1994,  between  CoBank and the  Company,  as the same may be amended
from time to time, or such other Credit Agreement as may hereafter exist between
CoBank and the Company relating to the issuance of CoBank Bonds.

         "Default  Rate"  means 4% per annum in excess of the rate or rates that
would otherwise be in effect.

         "Interest Payment Date" with respect to any CoBank Bond means a Regular
Interest Payment Date with respect to such Bond.

         "Interest Period" means a calendar month.

         "Maturity Date" with respect to this CoBank Bond means the due date set
forth on the face hereof.

         "Maximum Amount" of CoBank Bonds means Eighty Million Dollars 
($80,000,000).

         "National Variable Rate" shall mean the rate of interest established by
CoBank from time to time as its National  Variable Rate.  The National  Variable
Rate is intended by CoBank to be a reference  rate,  and CoBank may charge other
borrowers rates at, above, or below that rate.

         "Principal  Payment  Date" with  respect to this CoBank Bond means each
date on which a payment of  principal is required to be made on this CoBank Bond
pursuant to the amortization schedule set forth on the face hereof.

         "Redemption Premium" with respect to this CoBank Bond means the premium
due upon the  redemption  or  repricing  of any portion of this CoBank Bond then
subject to a fixed rate of interest  calculated by CoBank in accordance with its
methodology  and equal to the present value of the difference  between:  (A) the
amount of interest which would have accrued on such portion during the remainder
of the applicable fixed rate period; less (B) the amount of interest that CoBank
would earn if such portion were  reinvested for the remaining  fixed rate period
in U.S. Treasury  obligations having a weighted average life approximately equal
to the  remaining  fixed rate  period.  For the purpose of  calculating  present
value, the discount rate will be the rate of interest accruing on the U.S.
Treasury obligations selected in (B) above.

         "Regular  Interest Payment Date" with respect to this CoBank Bond means
the 20th day of each calendar month.

         "Regular  Record  Date" for the payment of interest on this CoBank Bond
payable,  and punctually paid or duly provided for, on any Interest Payment Date
means the last day (whether or not a Business  Day) of the  calendar  month next
preceding such Interest Payment Date.

         All other  capitalized  terms used in this Bond shall have the meanings
assigned to them in the Indenture.

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION
                                FOR CoBANK BONDS

         This is one of the Bonds of the series  designated  therein referred to
in the within-mentioned Indenture.

                                              FIRST TRUST NATIONAL ASSOCIATION;
                                     a national banking association, as Trustee
                                                By: /S/   Michael A. Jones
                                                Authorized Signatory


<PAGE>



                   CERTIFICATE AS TO BONDABLE ADDITIONS NO. 4
        (Re Application for Authentication and Delivery of Bond CoBank-4)

         Pursuant  to  Section  5.02  of the  Indenture  of  Trust  dated  as of
September 15, 1991 from Chugach  Electric  Association,  Inc. (the "Company") to
Security Pacific Bank Washington, N.A., as trustee, as modified and supplemented
by Supplemental Indentures No. 1, 2, 3, 4, 5 and 6 thereto dated March 17, 1993,
May 19, 1994, June 29, 1994, March 1, 1995, September 6, 1995 and April 3, 1996,
respectively (the "Indenture"), and in connection with the Company's request for
authentication and delivery of an additional Bond No. CoBank-4,  the undersigned
hereby  make this  Certificate  of  Bondable  Additions.  Capitalized  terms not
otherwise defined herein have the meanings assigned to them in the Indenture.

(a)      The balance of Bondable  Additions  stated in item 9 of the most recent
         (April  30,  1996)  Summary of  Certificate  as to  Bondable  Additions
         heretofore filed with the Trustee as the balance of Bondable  Additions
         to remain after the action then applied for, is $56,452,121  (item 1 in
         the Summary of  Certificate  as to Bondable  Additions  set forth below
         (the "Summary")).

(b)      The Amount (item 2 in the Summary) of Property Additions, not described
         in any previous  Certificate as to Bondable Additions,  acquired during
         the period from January 1, 1996 through July 31, 1996,  is  $6,407,309.
         Such  Property   Additions  are  described  in  reasonable   detail  on
         Attachment 1 hereto, and:

         i)       have not been included in any previous Certificate as to 
                  Bondable Additions;

         ii)     do not include Acquired Facilities or assets acquired and paid 
                  for in whole or in partthrough the transfer or delivery of 
                  securities or other property; and

         iii)     are listed in  Attachment  1 at Cost,  which in the opinion of
                  the undersigned is equal to their Fair Value to the Company.

(c)      The aggregate amount (item 3 in the Summary) of all Retirements  during
         the period from January 1, 1996, through July 31, 1996, is $1,806,510.

(d)      There are no credits (item 4 of the Summary) against Retirements.

(e)      The excess (item 6 in the Summary) of the Amount of Property  Additions
         shown in (b)  above  (item 2 of the  Summary)  over the net  amount  of
         Retirements (item 5 of the Summary) is $4,600,799,  which is the amount
         of the net Bondable Additions now being certified.

(f)      The sum (item 7 of the Summary) of the amount shown pursuant to clause 
         (a) above (item 1) and the net amount of Bondable Additions now being 
         certified shown in clause (e) (item 6) above is $61,052,920.

(g)      The total amount (item 8 in the  Summary) of Bondable  Additions  being
         used in connection with  authentication  and delivery of the additional
         Bond whose  authentication and delivery are now being applied for under
         Section 5.02 of the  Indenture  is  calculated  as the bonds  currently
         being  applied for less the bonds  repurchased  in June and  September,
         1996 times 110% or ($23,500,000 - 21,200,000) x 110% = $2,530,000.

(h)      The balance (item 9 in the Summary) of the Bondable Additions that will
         remain  after  the  granting  of the  Application  now  being  made  is
         $58,522,920.

(i)      With respect to the Property Additions described in this Certificate:

         i)       such Property Additions are desirable in the conduct of the 
                  business of the Company;

         ii)      the allocation of the Cost to the Company of such Property 
                  Additions to each account is, in the opinion of the 
                  undersigned, proper; and

         iii)     the  balance of the  Bondable  Additions  to remain  after the
                  action  applied  for plus the Cost to the  Company or the Fair
                  Value  to the  Company,  whichever  is  less,  of  uncertified
                  Property  Additions is at least equal to the aggregate  amount
                  of uncertified Retirements.

(j)      The  allowances or charges (if any) for interest,  taxes,  engineering,
         legal expenses, superintendence,  insurance, casualties and other items
         during  construction (or in connection with the acquisition of Property
         Additions) which are included in the Cost to the Company of such of the
         Property Additions described in this Certificate as were constructed or
         acquired  by or for the  Company  have been  charged  and are  properly
         chargeable  to fixed  plant  accounts  in  accordance  with  Accounting
         Requirements and are, in the opinion of the signers,  proper in respect
         of the Property Additions specified;



<PAGE>



(k)      No  portion  of the  Cost  to the  Company  of the  Property  Additions
         described  in this  Certificate  should  properly  have been charged to
         maintenance  or  repairs  and no  expenditures  are  included  in  this
         Certificate  which  under  Accounting  Requirements  are  not  properly
         chargeable to fixed plant accounts.

(l)      The terms used in this Certificate which are defined in the Indenture 
         are used as defined in the Indenture.




<PAGE>



              Summary of Certificate as to Bondable Additions No. 4

         The  undersigned  certify the  following  to be a true  summary of this
Certificate:

Start with:

1.       The balance of Bondable Additions remaining after the
         action applied for in the previous Certificate (Certificate
         No. 3).....................................................$56,452,121



                                                                             

Then take the new gross Property Additions as shown in item 2 below:

2.       Amount of additional Property Additions now certified,
         being the Amount of all or some Property Additions in
         the period from January 1, 1996 through July 31, 1996
         (none of which has been certified in any previous
         Certificate as to Bondable Additions)......................$ 6,407,309


                    

Then  determine the  deductions  for  Retirements by deducting item 4 below from
item 3 below to produce item 5:

3.       The aggregate amount of all Retirements....................$ 1,806,510


                                                                                

4.       The sum of the credits against
         Retirements................................................$         0

                                                                               

5.       The net amount of Retirements to be deducted...............$ 1,806,510

                                                                               

Then determine the net Bondable  Additions now being certified by deducting item
5 from item 2 to produce item 6:

6.       Net Bondable Additions now being
         certified..................................................$ 4,600,799



                                                                               

Then add item 1 and item 6 to produce item 7:

7.       Total Bondable additions available for the action applied
         for........................................................$61,052,920
                                                                               
Deduct item 8 from item 7 to produce item 9:

8.       Bondable Additions now being used..........................$ 2,530,000


                                                                                
9.       Balance of Bondable Additions to remain after the
         action applied for.........................................$58,522,920
                                                                               




<PAGE>



Dated September 26, 1996





                            /s/ Michael R. Cunningham
                            Michael R. Cunningham
                            Title:  Principal Accounting Officer
                                  (Accountant)



                            /s/ Evan J. Griffith, Jr.
                            Evan J. Griffith, Jr.
                            Title: Principal Financial Officer



                             /s/ Eugene N. Bjornstad
                             Eugene N. Bjornstad
                             Title: General Manager
                                   (Engineer)



<PAGE>


                       CHUGACH ELECTRIC ASSOCIATION, INC.
           ATTACHMENT 1 TO CERTIFICATE AS TO BONDABLE ADDITIONS NO. 4
                          NET CHANGES TO ELECTRIC PLANT
                 FOR THE PERIOD JANUARY, 1996 THROUGH JULY, 1996

<TABLE>
                                                                                        01/01/96-      01/01/96-
                                                                         BALANCE        07/31/96       07/31/96         BALANCE
       ACCOUNT                         DESCRIPTION                      01/01/96       ADDITIONS      RETIREMENTS      07/31/96
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>              <C>           <C>            <C>   
PRODUCTION PLANT

   31100 626  00  2101 STM - STRC & IMPR/BELUGA./OTHR/G&A.               7,349,213              0               0       7,349,213
   31200 626  00  2101 STM - BLR PLT EQP/BELUGA./OTHR/G&A.              24,850,704              0               0      24,850,704
   31400 626  00  2101 STM - TURBOGENR../BELUGA./OTHR/G&A.              20,716,146              0               0      20,716,146
   31500 626  00  2101 STM - ACC ELEC EQ/BELUGA./OTHR/G&A.               6,932,778              0               0       6,932,778
   31600 626  00  2101 STM -MISC PWR PLT/BELUGA./OTHR/G&A.                 544,029              0               0         544,029
   33100 621  00  2101 HYD - STRC & IMPR/GENERAL/OTHR/G&A.                 690,040              0               0         690,040
   33200 621  00  2101 HYD - RESV-DM-WW./GENERAL/OTHR/G&A.               5,666,600              0               0       5,666,600
   33300 621  00  2101 HYD - WTWL-TR-GN./GENERAL/OTHR/G&A.               1,047,402              0               0       1,047,402
   33400 621  00  2101 HYD - ACC ELEC EQ/GENERAL/OTHR/G&A.                 371,914              0               0         371,914
   33500 621  00  2101 HYD - MISC PW PLT/GENERAL/OTHR/G&A.                  97,706              0               0          97,706
   33600 621  00  2101 HYD - RESV-DM-WW./GENERAL/OTHR/G&A.                 893,099              0               0         893,099
   34000 626  00  2101 OTH - LAND&RIGHTS/BELUGA./OTHR/G&A.                 422,664              0               0         422,664
   34100 622  00  2101 OTH - STRC & IMPR/INTNATL/OTHR/G&A.                 343,898              0               0         343,898
   34100 624  00  2101 OTH - STRC & IMPR/BERNLKE/OTHR/G&A.               1,778,752              0               0       1,778,752
   34100 626  00  2101 OTH - STRC & IMPR/BELUGA./OTHR/G&A.              20,837,294         24,880               0      20,862,174
   34200 622  00  2101 OTH - FL HLDR-PRS/INTNATL/OTHR/G&A.                 152,868              0               0         152,868
   34200 624  00  2101 OTH - FL HLDR-PRS/BERNLKE/OTHR/G&A.                 471,850              0               0         471,850
   34200 626  00  2101 OTH - FL HLDR-PRS/BELUGA./OTHR/G&A.               3,040,258              0               0       3,040,258
   34300 622  00  2101 OTH - PRIME MOVER/INTNATL/OTHR/G&A.               3,658,709              0         (15,745)      3,642,964
   34300 624  00  2101 OTH - PRIME MOVER/BERNLKE/OTHR/G&A.               8,862,659              0               0       8,862,659
   34300 626  00  2101 OTH - PRIME MOVER/BELUGA./OTHR/G&A.              48,479,504         40,378               0      48,519,882
   34400 622  00  2101 OTH - GENERATORS./INTNATL/OTHR/G&A.                 779,742              0               0         779,742
   34400 624  00  2101 OTH - GENERATORS./BERNLKE/OTHR/G&A.               2,643,899              0               0       2,643,899
   34400 626  00  2101 OTH - GENERATORS./BELUGA./OTHR/G&A.               8,941,743              0               0       8,941,743
   34500 622  00  2101 OTH - ACC ELEC EQ/INTNATL/OTHR/G&A.                 479,560              0               0         479,560
   34500 624  00  2101 OTH - ACC ELEC EQ/BERNLKE/OTHR/G&A.                 784,574              0               0         784,574
   34500 626  00  2101 OTH - ACC ELEC EQ/BELUGA./OTHR/G&A.               3,660,329              0               0       3,660,329
   34600 622  00  2101 OTH -MISC PWR PLT/INTNATL/OTHR/G&A.                  19,465              0               0          19,465
   34600 624  00  2101 OTH -MISC PWR PLT/BERNLKE/OTHR/G&A.                   1,539              0               0           1,539
   34600 626  00  2101 OTH -MISC PWR PLT/BELUGA./OTHR/G&A.               1,862,815              0               0       1,862,815
                                                                   ===============================================================
TOTAL PRODUCTION PLANT                                                 176,381,753         65,258         (15,745)    176,431,266
                                                                   ===============================================================

TRANSMISSION PLANT

   35000 000  00  2101 TRN - LD & LDRITS/GENERAL/OTHR/G&A.                 316,165              0               0         316,165
   35000 327  00  2101 TRN - LD & LDRITS/SUBTRANS/OTHR/G&A.                138,818              0               0         138,818
   35200 000  00  2101 TRN - STRC & IMPR/GENERAL/OTHR/G&A.                 692,856              0               0         692,856
   35200 626  00  2101 TRN - STRC & IMPR/BELUGA./OTHR/G&A.                 428,664              0               0         428,664
   35300 000  00  2101 TRN - STATION EQP/GENERAL/OTHR/G&A.              31,499,053              0               0      31,499,053
   35300 304  00  2101 TRN - STATION EQP/LDSRVMT/OTHR/G&A.                 196,977              0               0         196,977
   35300 626  00  2101 TRN - STATION EQP/BELUGA./OTHR/G&A.              38,649,029              0               0      38,649,029
   35400 000  00  2101 TRN - TWR & FXTRS/GENERAL/OTHR/G&A.               5,378,824              0               0       5,378,824
   35400 626  00  2101 TRN - TWR & FXTRS/BELUGA./OTHR/G&A.              26,890,112              0               0      26,890,112
   35500 000  00  2101 TRN - POLES & FIX/GENERAL/OTHR/G&A.               8,765,796        197,094         (33,064)      8,929,826
   35500 327  00  2101 TRN - POLES & FIX/SUBTRANS/OTHR/G&A.                 32,060              0               0          32,060
   35500 626  00  2101 TRN - POLES & FIX/BELUGA./OTHR/G&A.               1,074,661              0               0       1,074,661
   35600 000  00  2101 TRN -OH CND & DVS/GENERAL/OTHR/G&A.               6,462,546         28,151         (25,557)      6,465,140
   35600 327  00  2101 TRN -OH CND & DVS/SUBTRANS/OTHR/G&A.                 15,750              0               0          15,750
   35600 626  00  2101 TRN -OH CND & DVS/BELUGA./OTHR/G&A.               7,836,678              0               0       7,836,678
   35700 000  00  2101 TRN - UG CONDUIT./GENERAL/OTHR/G&A.                 562,221              0               0         562,221
   35700 327  00  2101 TRN - UG CONDUIT./SUBTRANS/OTHR/G&A.                834,898              0               0         834,898
   35700 626  00  2101 TRN - UG CONDUIT./BELUGA./OTHR/G&A.                       0              0               0               0
   35800 000  00  2101 TRN - UG CND & DV/GENERAL/OTHR/G&A.               3,553,187              0               0       3,553,187
   35800 327  00  2101 TRN - UG CND & DV/SUBTRANS/OTHR/G&A.              1,464,557              0               0       1,464,557
   35800 626  00  2101 TRN - UG CND & DV/BELUGA./OTHR/G&A.              54,995,692              0               0      54,995,692
   35900 626  00  2101 TRN-RDS & TRL-BLG/BELUGA./OTHR/G&A.                   4,000              0               0           4,000
                                                                   ===============================================================
TOTAL TRANSMISSION PLANT                                               189,792,544        225,245         (58,621)    189,959,168
                                                                   ===============================================================

DISTRIBUTION PLANT

   36000 000  00  2101 DIS - LD & LDRITS/GENERAL/OTHR/G&A.                 805,759              0               0         805,759
   36100 000  00  2101 DIS - STRUC & IMP/GENERAL/OTHR/G&A.               1,817,354              0               0       1,817,354
   36200 000  00  2101 DIS - STATION EQP/GENERAL/OTHR/G&A.              19,047,700              0         (52,358)     18,995,342
   36400 000  00  2101 DIS - POLES-TW&FX/GENERAL/OTHR/G&A.              14,469,986      1,092,742        (391,131)     15,171,597
   36500 000  00  2101 DIS - OH CND & DV/GENERAL/OTHR/G&A.               9,088,784        635,032        (502,523)      9,221,293
   36600 000  00  2101 DIS - UG CONDUIT./GENERAL/OTHR/G&A.               7,329,114        145,503         (26,950)      7,447,667
   36700 000  00  2101 DIS - UG CND & DV/GENERAL/OTHR/G&A.              32,133,236      2,689,559        (304,943)     34,517,852
   36800 000  00  2101 DIS - LINE TRNSFR/GENERAL/OTHR/G&A.              18,210,333        993,160        (178,967)     19,024,526
   36900 000  00  2101 DIS - SERVICES.../GENERAL/OTHR/G&A.              19,150,343        186,963         (55,371)     19,281,935
   37000 000  00  2101 DIS - METERS...../GENERAL/OTHR/G&A.               6,782,629         71,386        (126,221)      6,727,794
   37100 000  00  2101 DIS-INSTL CUS PRM/GENERAL/OTHR/G&A.                 331,356              0               0         331,356
   37300 000  00  2101 DIS-ST LTS & SIGN/GENERAL/OTHR/G&A.               8,066,755         35,634         (71,620)      8,030,769
                                                                   ===============================================================
TOTAL DISTRIBUTION PLANT                                               137,233,349      5,849,979      (1,710,084)    141,373,244
                                                                   ===============================================================

GENERAL PLANT

   38900 000  00  2101 GEN - LD & LDRITS/GENERAL/OTHR/G&A.                 122,063              0               0         122,063
   38910 000  00  2101 GEN - LD IMPROVMT/GENERAL/OTHR/G&A.                  65,097              0               0          65,097
   39000 000  00  2101 GEN - STRC & IMPR/GENERAL/OTHR/G&A.              19,175,653          7,182               0      19,182,835
   39000 310  00  2101 GEN - STRC & IMPR/LSHLDIM/OTHR/G&A.                 198,601              0               0         198,601
   39000 311  00  2101 GEN - STRC & IMPR/S&VSTRU/OTHR/G&A.                  96,438              0               0          96,438
   39100 000  00  2101 GEN-OFC FURN & EQ/GENERAL/OTHR/G&A.               1,858,569         11,418               0       1,869,987
   39100 321  00  2101 GEN-OFC FURN & EQ/DPEQUIP/OTHR/G&A.               3,830,544        204,054         (20,575)      4,014,023
   39200 000  00  2101 GEN - TRANSP EQMT/GENERAL/OTHR/G&A.               5,000,807          7,699               0       5,008,506
   39300 000  00  2101 GEN - STORES EQMT/GENERAL/OTHR/G&A.               1,198,844              0               0       1,198,844
   39400 000  00  2101 GEN -TL-SHP & GAR/GENERAL/OTHR/G&A.               1,291,955         15,688               0       1,307,643
   39500 000  00  2101 GEN - LAB EQUIPMT/GENERAL/OTHR/G&A.               2,001,258         15,678               0       2,016,936
   39600 000  00  2101 GEN - PWR OP EQMT/GENERAL/OTHR/G&A.               1,250,795          4,950            (952)      1,254,793
   39600 323  00  2101 GEN - PWR OP EQMT/GENTRAN/OTHR/G&A.                 760,633         43,790               0         804,423
   39800 000  00  2101 GEN - MISC EQUIPT/GENERAL/OTHR/G&A.               1,009,536        132,679               0       1,142,215
   39800 340  00  2101 GEN - MISC EQUIPT/BARGE../OTHR/G&A.                       0              0               0               0
                                                                   ===============================================================
TOTAL GENERAL PLANT                                                     37,860,793        443,138         (21,527)     38,282,404
                                                                   ===============================================================

COMMUNICATION PLANT

   39700 000  00  2101 GEN - COMM EQUIPT/GENERAL/OTHR/G&A.               2,732,609          6,517          (1,485)      2,737,641
   39700 330  00  2101 GEN - COMM EQUIPT/MICROWV/OTHR/G&A.               6,540,561              0               0       6,540,561
   39700 331  00  2101 GEN - COMM EQUIPT/SCADA../OTHR/G&A.               3,012,280              0               0       3,012,280
   39700 333  00  2101 GEN - COMM EQUIPT/TELESYS/OTHR/G&A.                 305,416          6,290               0         311,706
   39700 338  00  2101 GEN - COMM EQUIPT/ORSCADA/OTHR/G&A.               8,875,262              0               0       8,875,262
                                                                   ===============================================================
TOTAL COMMUNICATION PLANT                                               21,466,128         12,807          (1,485)     21,477,450
                                                                   ===============================================================
                                                                                                                  ----------------

TOTAL PLANT                                                            562,734,567      6,596,427      (1,807,462)    567,523,532
                                                                   ===============================================================

LESS EXCLUDABLE PLANT

   39200 000  00  2101 GEN - TRANSP EQMT/GENERAL/OTHR/G&A.               5,000,807          7,699               0       5,008,506
   39600 000  00  2101 GEN - PWR OP EQMT/GENERAL/OTHR/G&A.               1,250,795          4,950            (952)      1,254,793
   39600 323  00  2101 GEN - PWR OP EQMT/GENTRAN/OTHR/G&A.                 760,633         43,790               0         804,423
   39800 000  00  2101 GEN - MISC EQUIPT/GENERAL/OTHR/G&A.               1,009,536        132,679               0       1,142,215
   39800 340  00  2101 GEN - MISC EQUIPT/BARGE../OTHR/G&A.                       0              0               0               0
                                                                   ===============================================================
TOTAL EXCLUDABLE PLANT                                                   8,021,771        189,118            (952)      8,209,937
                                                                   ===============================================================


TOTAL INCLUDABLE PLANT                                                 554,712,796      6,407,309      (1,806,510)    559,313,595
                                                                   ===============================================================

</TABLE>


                       Chugach Electric Association, Inc.

                          Available Margins Certificate


         Eugene N. Bjornstad,  General Manager; Evan J. Griffith, Jr., Executive
Manager,  Finance and Planning  (Principal  Financial  Officer);  and Michael R.
Cunningham,  Controller  (Principal  Accounting  Officer)  of  Chugach  Electric
Association,  Inc. each hereby  certifies  that (1) the Margins for Interest for
any 12  consecutive  calendar  months  during the period of 18  calendar  months
immediately  preceding  the  first  day of the  calendar  month  in  which  this
application for  authentication  and delivery of Additional  Bonds under Section
5.02 of the Indenture  described  below is made are not less than 1.20 times the
Interest  Charges  during such 12-month  period;  (2) the sum of (i) Margins for
Interest for any 12 consecutive calendar months during the period of 18 calendar
months  immediately  preceding the first day of the calendar month in which this
Application for  authentication  and delivery of additional  Bonds under Section
5.02 is made and (ii) Incremental Interest with respect to such 12-month period,
is not less than 1.20 times the sum of Interest  Charges  during  such  12-month
period plus Incremental  Interest with respect to such 12-month period;  and (3)
the Margins for Interest have been  calculated in accordance with the definition
contained in Section 1.01 of that  Indenture of Trust dated  September  15, 1991
(as heretofore  amended by the First,  Second,  Third,  Fourth,  Fifth and Sixth
Supplemental  Indentures,  thereto dated March 17, 1993, May 19, 1994,  June 29,
1994 and March 1, 1995,  September 6, 1995 and April 3, 1996  respectively  (the
"Indenture") and such calculations are set forth in the Attachment 1 hereto.

         Capitalized  terms used herein shall have the meanings assigned to them
in the Indenture.

         IN WITNESS WHEREOF, we have hereunto signed our names.

         Dated:  September 26, 1996


/s/ Eugene N. Bjornstad                            /s/ Michael R. Cunningham
Eugene N. Bjornstad                                Michael R. Cunningham
Title:  General Manager                            Title:  Controller
                                                   Principal Accounting Officer

/s/ Evan J. Griffith, Jr.
Evan J. Griffith, Jr.
Title:  Executive Manager,
         Finance and Planning
         Principal Financial Officer                            Page 1 of 1





<PAGE>

<TABLE>

                 Attachment 1 to Available Margins Certificate

                                Long-Term        Short-Term          Total      Margins For Interest    12 Month
 Month Ending     Margins   Interest Expense Interest Expense Interest Expense      By Interest         MFI/I
<S>               <C>           <C>                <C>             <C>                 <C>  
December, 1994    875,537       2,152,924          47,201          2,200,125           1.3979

January, 1995     2,753,024     2,154,951          43,380          2,198,331           2.2523

February, 1995    2,081,124     2,170,265          20,364          2,190,629           1.9500

March, 1995       1,658,056     2,137,301          60,369          2,197,670           1.7545

April, 1995        969,717      2,124,949          99,714          2,224,663           1.4359

May, 1995          608,466      2,119,671          91,275          2,210,946           1.2752

June, 1995        (709,557)     2,124,722          69,735          2,194,457           0.6767

July, 1995        (432,272)     2,119,441          58,490          2,177,931           0.8015

August, 1995      (343,437)     2,121,479          54,489          2,175,968           0.8422

September, 1995   (106,783)     2,188,637          22,082          2,210,719           0.9517

October, 1995      629,101      2,185,136          32,438          2,217,574           1.2837

November, 1995    1,003,392     2,188,054          26,301          2,214,355           1.4531            1.3402

December, 1995     895,363      1,925,118          33,736          1,958,854           1.4571            1.3441

January, 1996     2,068,780     2,230,499          42,036          2,272,535           1.9103            1.3171

February, 1996     968,678      1,930,124          19,475          1,949,599           1.4969            1.2772

March, 1996        589,008       693,932          124,422           818,354            1.7197            1.2493

April, 1996       2,062,121     3,602,249         171,516          3,773,765           1.5464            1.2763

May, 1996         (129,442)     2,141,672          66,000          2,207,672           0.9414            1.2482

June, 1996        (236,002)     2,088,291          77,386          2,165,677           0.8910            1.2666

                                   Page 1 of 2
</TABLE>

<TABLE>
                 Attachment 1 to Available Margins Certificate
                                                                 
                                                                   Less: Int @    Plus:Int @
                                                                 9.14%on $20.000   6.25% on         Adj                  Adjusted
                                Long-Term  Short-Term    Total    Million O/S      $22.000M      Total Int  Adjusted     12 Month
  Month Ending     Margins       Int Exp     Int Exp    Int Exp  1ST Mort Bonds   CoBank Bond     Expense     MFI/I       MFI/I
  ------------     -------     ----------   ---------  --------  --------------- --------------   -------   ---------     -----
<S>               <C>           <C>          <C>       <C>         <C>           <C>             <C>          <C>        <C>
December, 1994     875,537      2,152,924    47,201    2,200,125   152,333       114,583         2,162,375    1.4049

January, 1995     2,753,024     2,154,951    43,380    2,198,331   152,333       114,583         2,160,581    2.2742

February, 1995    2,081,124     2,170,265    20,364    2,190,629   152,333       114,583         2,152,879    1.9667

March, 1995       1,658,056     2,137,301    60,369    2,197,670   152,333       114,583         2,159,920    1.7676

April, 1995        969,717      2,124,949    99,714    2,224,663   152,333       114,583         2,186,913    1.4434

May, 1995          608,466      2,119,671    91,275    2,210,946   152,333       114,583         2,173,196    1.2800

June, 1995        (709,557)     2,124,722    69,735    2,194,457   152,333       114,583         2,156,707    0.6710

July, 1995        (432,272)     2,119,441    58,490    2,177,931   152,333       114,583         2,140,181    0.7980

August, 1995      (343,437)     2,121,479    54,489    2,175,968   152,333       114,583         2,138,218    0.8394

September, 1995   (106,783)     2,188,637    22,082    2,210,719   152,333       114,583         2,172,969    0.9509

October, 1995      629,101      2,185,136    32,438    2,217,574   152,333       114,583         2,179,824    1.2886

November, 1995    1,003,392     2,188,054    26,301    2,214,355   152,333       114,583         2,176,605    1.4610      1.3462

December, 1995     895,363      1,925,118    33,736    1,958,854   152,333       114,583         1,921,104    1.4661      1.3502

January, 1996     2,068,780     2,230,499    42,036    2,272,535   152,333       114,583         2,234,785    1.9257      1.3226

February, 1996     968,678      1,930,124    19,475    1,949,599   152,333       114,583         1,911,849    1.5067      1.2821

March, 1996        589,008       693,932    124,422     818,354    152,333       114,583          780,604     1.7546      1.2540

April, 1996       2,062,121     3,602,249   171,516    3,773,765   152,333       114,583         3,736,015    1.5520      1.2812

May, 1996         (129,442)     2,141,672    66,000    2,207,672   152,333       114,583         2,169,922    0.9403      1.2525

June, 1996        (236,002)     2,088,291    77,386    2,165,677   152,333       114,583         2,127,927    0.8891      1.2713
                                  Page 2 of 2

</TABLE>
                       Chugach Electric Association, Inc.

                              Officers' Certificate


     Eugene N. Bjornstad,  General Manager, and Evan J. Griffith, Jr., Executive
Manager, Finance and Planning of Chugach Electric Association,  Inc. ("Chugach")
each hereby  certifies  that:  1) he has read the  conditions  and covenants and
definitions  related thereto in the Indenture of Trust dated as of September 15,
1991 (as heretofore amended,  the "Trust Indenture");  2) the below opinions are
based on the above review and on his knowledge of Chugach in the above capacity;
3) he  has,  in his  opinion,  made  such  examination  or  investigation  as is
necessary  to enable  him to  express an  informed  opinion  as to the  opinions
expressed  below;  and 4) in  accordance  with Sections 5.01 B and 5.03 C of the
Trust Indenture:
         (i)      No Event of Default exists;

         (ii)     None of the Trust Estate is subject to any Prior Lien other 
         than Prior Liens permitted by Section 14.06 of the Trust Indenture;

         (iii) In his  opinion,  all  conditions  precedent  provided for in the
         Trust  Indenture  relating to the  authentication  and  delivery of the
         First Mortgage Bond,  CoBank Series No. CoBank-4  ("CoBank-4  Bond") in
         the principal amount of $23,500,000.00, have been complied with;

         (iv)  Pursuant  to the  Trust  Indenture  Section  5.03 B.,  in lieu of
         delivering  Bonds to the  Trustee,  Chugach  has  conveyed  evidence by
         facsimiles dated August 19, 1996 and September 9, 1996 of repurchase of
         Bonds heretofore authenticated and delivered under this Indenture in an
         aggregate principal amount equal to $21,200,000  ("Repurchased  Bonds")
         and has demonstrated  thereby that these  Repurchased Bonds have ceased
         to be outstanding.

         (v)      The Repurchased Bonds being made the basis, in part, for the 
         authentication and delivery of the CoBank-4 Bond do not include:

                  (a) any Bonds which shall have  heretofore  been made,  or are
                  currently   being   otherwise   made,   the   basis   for  the
                  authentication  and  delivery  of bonds or the  withdrawal  or
                  application of Deposited Cash or Trust Moneys; or

                  (b)  any  Bonds  (1)  whose   payment,   redemption  or  other
                  retirement,  or provision therefor,  has been effected through
                  the  operation of any sinking,  amortization,  improvement  or
                  other  analogous fund and (ii) whose use under Article Five of
                  the Trust Indenture is precluded by any provision of the Trust
                  Indenture; or

                                                                   Page 1 of 2


<PAGE>


                  (c) any Bond which has been  surrendered  upon any exchange or
                  transfer  or any Bond in lieu of which  another  Bond has been
                  authenticated  and  delivered  under Section 3.08 of the Trust
                  Indenture; or

                  (d) any Bond which,  in accordance  with the last paragraph of
                  Section  5.01 of the Trust  Indenture  is treated as though it
                  had never been Outstanding;

         (vi) at no time after the  authentication  and  delivery  of any of the
         Repurchased  Bonds  being  made the  basis for the  authentication  and
         delivery  of  CoBank-4  Bond,  has there been filed with the Trustee an
         Available  Margins  Certificate in which the annual interest charges on
         such Repurchased Bonds were not included;

         (vii) the CoBank-4  Bond does not bear  interest at a rate greater than
         any of the  Repurchased  Bonds  which are being  made the basis for the
         authentication and delivery of CoBank-4 Bond.


Capitalized  terms not otherwise  defined in this  Certificate have the meanings
assigned to them in the Trust Indenture.


         IN WITNESS WHEREOF, we have hereunto signed our names.



Dated:  September 26, 1996



                                                    /s/ Eugene N. Bjornstad
                                                        Eugene N. Bjornstad
                                                      Title:  General Manager


                                                    /s/ Evan J. Griffith, Jr.
                                                        Evan J. Griffith, Jr.
                                                    Title:  Executive Manager
                                                         Finance and Planning
                                                    Principal Financial Officer




                                                                   Page 2 of 2


<PAGE>