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






                     EIGHTH SUPPLEMENTAL INDENTURE OF TRUST

              (Adding Legal Description of Additional Real Property
             Acquired by the Company to Exhibit A of the Indenture)


         THIS EIGHTH  SUPPLEMENTAL  INDENTURE OF TRUST,  dated as of February 4,
1998, 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:


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




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<TABLE>
<S>                  <C>                 <C>                                    <C>    
RECORDING            Supplemental          Recording Number, Book and           Recording Date
DISTRICT              Indenture                       Page
  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
  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
  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
  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
  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


</TABLE>





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         The Original Indenture, as amended by the First, Second, Third, Fourth,
Fifth, Sixth and Seventh Supplemental  Indentures,  is referred to herein as the
"Indenture." All capitalized terms used and not otherwise defined in this Eighth
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 and Sixth Supplemental
Indenture  was to confirm the  Company's  intention  that certain real  property
(described in the respective  Supplemental  Indentures)  acquired by the Company
after  the  date of the  Original  Indenture  be  subjected  to the  lien of the
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 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),   First  Trust  National
Association has succeeded to the interest of the Trustee under the Indenture.

         On August 19, 1997 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>



         The purpose of this Eighth  Supplemental  Indenture  is to confirm that
the  Company's  interest in the 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 to add the
Company's  interest in the real property described in Exhibit A attached to this
Eighth Supplemental Indenture.





                                            CHUGACH ELECTRIC ASSOCIATION, INC.,
                                              an Alaska electric cooperative


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



                                            FIRST TRUST NATIONAL ASSOCIATION,
                                              a national banking association


                                                 By   /s/ Mike Jones
                                                Title: Assistant Vice President







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STATE OF ALASKA                             )
                                            ) ss.
THIRD JUDICIAL DISTRICT                     )

         The foregoing  instrument was  acknowledged  before me this 11th day of
February,  1998, 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 Assistant Vice President of FIRST 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 17 day of February, 1998.


                               /s/ Colleen Rideout
                               Print name: Colleen Rideout
                               NOTARY  PUBLIC  in and  for
                               Washington,   residing   at
                               King  County My  commission
                               expires 4/25/99.







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                                    EXHIBIT A
                          (Eighth Supplement Indenture)




Lot Twenty  Eight (28),  Block Two (2),  Settlers  Bay  Subdivision  Unit No. 1,
according to Plat No. 75-61, Palmer Recording District, Third Judicial District,
State of Alaska.




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