Exhibit 10.55

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

                                 STATE OF ALASKA

                       THE REGULATORY COMMISSION OF ALASKA

Before Commissioners:                           Anthony A. Price, Chairman
                                                Kate Giard
                                                Dave Harbour
                                                Mark K. Johnson
                                                Janis W. Wilson

In the Matter of the Tariff Revision, Designated as)
TA279-8,  Filed by  CHUGACH  ELECTRIC  ASSOCIATION,)          U-06-134
INC. for a Rate Increase and Rate Redesign         )
                                                   )        ORDER NO. 15
---------------------------------------------------)

                     ORDER ACCEPTING SETTLEMENT AGREEMENTS,
                          AMENDING PROCEDURAL SCHEDULE,
                     AND PERMITTING SUPPLEMENTAL TESTIMONY

BY THE COMMISSION:

                                     Summary

            We  accept  the  settlement  agreement  filed  by  Chugach  Electric
Association,  Inc.  (Chugach),  Homer  Electric  Association,  Inc.  and  Alaska
Electric and Energy  Cooperative,  Inc. (HEA), and the Attorney General (AG). We
accept  the  settlement  agreement  filed  by  Chugach  and the  City of  Seward
(Seward).   We  modify  the  procedural  schedule  of  this  docket  and  permit
supplemental testimony.

                                   Background

            We suspended in part the tariff advice filing  designated as TA279-8
filed by Chugach.(1) We granted  petitions to intervene filed by HEA,  Matanuska
Electric

----------
      (1) Order U-06-134(1), Order Suspending Tariff Filing; Approving, In Part,
Materials  Filed in Support of Tariff Filing;  Granting  Petitions to Intervene;
Inviting   Intervenors;    Designating    Commission   Panel;   and   Appointing
Administrative Law Judge, dated December 4, 2006 (Order U-06-134(1)).

U-06-134(15) - (08/09/2007)
Page 1 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

Association, Inc. (MEA), and Seward.(2) The Attorney General (AG) filed a notice
of election to  participate.(3) We also granted the petition to intervene of Ray
Kreig (Kreig).(4)

            We established a procedural  schedule for prefiling of testimony and
a public  hearing  commencing on August 6,  2007.(5) On July 27, 2007,  Chugach,
HEA,  and  the  AG(6)  filed  a  request  that  we  accept  a  Joint  Settlement
agreement(7)  reached among those parties and grant certain  scheduling  relief,
accompanied by a motion for expedited  consideration.(8)  We granted in part the
motion for expedited  consideration,  required the filing of any  oppositions to
the request to accept the Joint  Settlement  to be filed by July 30,  2007,  and
scheduled  a  prehearing  conference  on July 31,  2007,  to allow the  Settling
Parties an opportunity to respond to any oppositions.(9) Seward filed a response
to the Joint Request(10) and MEA filed an opposition.(11) Seward then filed a

----------
      (2) Order U-06-134(1).

      (3) Notice of Election to Participate, dated November 28, 2006.

      (4) Order U-06-134(8), Order Granting in Part Petition to Intervene, dated
February 28, 2007.

      (5) Order  U-06-134(3),  Order  Establishing  Procedural  Schedule,  dated
January 23, 2007.

      (6) Chugach, HEA, and the AG are referred to as the "Settling Parties."

      (7) The terms of  settlement  are  embodied in a  Memorandum  of Agreement
among the Settling Parties dated July 27, 2007, and resolve all contested issues
in this  docket  among  the  Settling  Parties  (Joint  Settlement).  The  Joint
Settlement is attached to this order as Appendix A.

      (8) Joint Notice of Filing of Settlement  Among  Chugach,  Homer and RAPA,
Request to Accept  Settlement and Motion for Scheduling  Relief (Joint  Request)
and Motion for Expedited Consideration, both filed July 27, 2007.

      (9) Electronic ruling, dated July 30, 2007.

      (10)  City of  Seward's  Response  to Joint  Notice of  Settlement,  Joint
Request to Accept Settlement, and Joint Motion for Scheduling Relief, filed July
30, 2007.

      (11) Opposition of Matanuska Electric  Association,  Inc. to Joint Request
to Accept Settlement and Motion for Scheduling  Conference,  filed July 30, 2007
(Opposition).

U-06-134(15) - (08/09/2007)
Page 2 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

notice of a separate  settlement  agreement(12)  reached  with  Chugach  (Seward
Settlement)   which   incorporates   by   reference   the  terms  of  the  Joint
Settlement.(13)  Replies were  received to MEA's  Opposition  at the  prehearing
conference held on the afternoon of July 31, 2007.

                                   Discussion

            The Settling Parties invoke AS 42.05.191(14) and 3 AAC 48.166(15) as
authority  for our  acceptance  of a  settlement.(16)  Under  42.05.191  we will
provide  the  opportunity  for a hearing to  non-settling  parties.  Under 3 AAC
48.166 we assess the settlements  with respect to whether they are in the public
interest and consistent with

----------
      (12) The terms of settlement are  memorialized  in a Settlement  Agreement
Between  Chugach  and City of  Seward,  dated July 31,  2007,  and  resolve  all
contested  issues  in  this  docket  between  Chugach  and  Seward.  The  Seward
Settlement is attached as Appendix B to this order.

      (13) Notice of Filing of Seward Settlement Agreement, filed July 31, 2007.

      (14) AS 42.05.191 states in part:

      Every  formal  order of the  commission  shall be based  upon the facts of
      record.  However,  the commission may,  without a hearing,  issue an order
      approving  any  settlement  supported  by all the  parties  of record in a
      proceeding, including a compromise settlement.

      (15) 3 AAC 48.166 states in part:

      Parties may stipulate among  themselves to the disposition of a proceeding
      or to the  disposition  of  outstanding  issues in a proceeding by written
      agreement filed with the commission or by oral statement  presented on the
      record.  The  parties  are  bound by the terms of the  stipulation  if the
      commission  accepts it. The  parties may present a statement  of the facts
      supporting  the  stipulation.  The  commission  is not  bound  to  adopt a
      stipulation  by the  parties.  The  commission  will,  in its  discretion,
      require  evidence  to  support a finding  that the  stipulation  is in the
      public interest and consistent with controlling law.

      (16) Joint Request at 4.

U-06-134(15) - (08/09/2007)
Page 3 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

controlling law. In addition, because the settlements do not include all parties
to this docket,  we also consider  whether our acceptance of the settlements may
materially prejudice the rights of non-settling parties.

            As discussed in greater detail below,  we find that the  settlements
are in the public  interest and consistent  with  controlling  law. In addition,
although  we do not  believe  we are  required  to do so in this  situation,  we
nevertheless adopt certain  procedural  provisions to assure that our acceptance
of the settlements will not materially  prejudice the rights of the non-settling
parties.

The Public Interest

            We find that  acceptance  of the  Joint  Settlement  and the  Seward
Settlement (together the "Settlements")(17) is in the public interest. The terms
of the  Settlements  result in rates to retail and wholesale  customers that are
lower than the rates  proposed by Chugach and involve a compromise  of contested
issues  and  positions   taken  by  the  Settling   Parties  in  their  prefiled
testimony.(18)  The  Settling  Parties  and  Seward  are  sophisticated  persons
represented by competent  counsel,  and are comprised of  representatives of the
utility  and  its  retail  and  wholesale  customers,  including  the  AG as the
representative of the public interest and of retail customers.(19) Acceptance of
the Settlements will likely save the Settling Parties and Seward the

----------
      (17) The Settlements are attached as appendices to this order.

      (18) The Settling  Parties  requested the opportunity to file a supplement
to the Joint Settlement,  referred to as a "compliance filing" to further refine
the  calculations  which  underlie the rates and other terms of  settlement.  We
include this future filing within the term "Joint  Settlement." Tr. at 131-132,
151.

      (19) Tr. at 126-127, 155-156.

U-06-134(15) - (08/09/2007)
Page 4 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

considerable  time and expense of continuing  litigation of this docket and will
also economize on our resources in hearing and deciding contested issues.(20)

Prejudice to the Interest of Non-settling Parties

            The  Settlements  are binding  only upon the parties  that agreed to
their terms.  The Settlements do not require the  non-settling  parties to do or
not to do anything.  The Settlements resolve the issues in this docket among the
Settling Parties and Seward but explicitly do not establish binding precedent or
prevent  any party or  non-party  from taking any  position  in future  dockets.
Non-settling parties retain the right to a hearing to present their evidence and
cross-examine Chugach witnesses. We are not restricted by the Settlements in our
review and  determination  of remaining  contested issues raised by non-settling
parties.  Therefore  we  find  that  acceptance  of  the  Settlements  will  not
materially prejudice the rights of the non-settling parties.

            Kreig   takes  no  position   regarding   our   acceptance   of  the
Settlements.(21)  MEA agrees that the  Settlements  by their terms do not affect
MEA, but nonetheless MEA raises two concerns about possible  prejudicial  effect
of  acceptance  of the  Settlements.(22)  The first is the possible  impact of a
contract it has with Chugach that establishes a relationship  between  Chugach's
retail  rates and the  wholesale  rate it may charge MEA.  Also MEA expected HEA
witnesses to carry the burden of contesting certain  depreciation issues. If HEA
witnesses do not testify at hearing regarding those

----------
      (20) We encourage  parties to explore  stipulations  and settlements  that
narrow the scope or  eliminate  the need for  litigation.  Consistent  with this
policy,  we  encourage  Chugach and MEA to use the time  before the  rescheduled
hearing to explore a possible  stipulation or settlement of contested issues. We
offer the services of a settlement judge if desired by the parties.

      (21) Kreig made no filing with respect to the Settlements and attended but
made no substantive statements at the July 31, 2007, prehearing conference.

      (22) Tr. at 168-169, 179, 188, 192.

U-06-134(15) - (08/09/2007)
Page 5 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

certain issues,  then MEA would want an opportunity to provide  testimony of its
own contesting depreciation issues.

            Although  MEA had the  opportunity  to raise any issue it desired to
litigate  in its  prefiled  testimony,  it  failed  to raise  either  of the two
concerns it now raises.  While the  Settlements may have been  unanticipated  by
MEA, they were not  unforeseeable.  Nonetheless,  hearing testimony from MEA and
Chugach on these two concerns will result in a more complete  record on which to
base our  decision.  In our bench rulings of July 31, 2007, we provided MEA with
an  opportunity  to present  supplemental  testimony on these two concerns,  and
postponed the beginning of the hearing by several weeks.

Commission Determination

            For  the  above   reasons  we  grant  the  Request  and  accept  the
Settlements  subject to the express condition that no issue should be considered
to have been finally  determined or  adjudicated  by virtue of our acceptance of
the Settlements.(23) By accepting the Settlements, we determine that, except for
refinements  that may be made by the  Settling  Parties in a  supplement  to the
Joint   Settlement,   the  Total  Revenue   Requirements   for  Chugach   Retail
($82,115,761),  for HEA ($11,697,250),  and for Seward ($1,293,861), as shown on
Exhibit B to the Joint Request, will be the contributions made by those entities
toward the Chugach System Total revenue requirement.(24) The revenue requirement
responsibility  of  MEA  is  not  determined  by  this  order.   Whatever  final
determination we make of the MEA revenue requirement will not affect the revenue
requirement  established in this order for HEA,  Seward,  and the Chugach retail
customers as a result of our acceptance of the Settlements.

----------
      (23) Tr. at 194.

      (24) Id. at 151, 165-166.

U-06-134(15) - (08/09/2007)
Page 6 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

            We  memorialize  the  procedural  changes made in the July 31, 2007,
bench rulings as follows:

      1.    All filing  requirements of parties during the week of July 30, 2007
            are stayed.(25)

      2.    Chugach  shall file a supplement  to the Joint  Settlement by August
            10,  2007.(26)

      3.    By   August   17,   2007,   MEA  may  file   supplemental   prefiled
            testimony.(27)

      4.    By August 22, 2007, Chugach may file prefiled  testimony  responsive
            to the MEA supplemental prefiled testimony.

            The bench ruling  established  a hearing date for the week of August
27, 2007. Upon further  consideration  we reschedule the hearing for the week of
September  10,  2007.(28) In addition to these  procedural  changes,  we require
Chugach and the non-settling parties to file a statement of issues.

                                      ORDER

THE COMMISSION THEREFORE ORDERS:

            1. The  settlement  filed  on July  27,  2007  by  Chugach  Electric
Association,  Inc.;  Alaska  Electric  and Energy  Cooperative,  Inc.  and Homer
Electric  Association,  Inc.;  and the  Regulatory  Affairs and Public  Advocacy
section of the Office of the Attorney

----------
      (25) Tr. 209.

      (26) Id. at 206.

      (27) ld.

      (28) If the parties desire a different date for the public  hearing,  they
may request a later hearing  date.  Due to other  dockets  pending  before us, a
later  hearing date is not feasible  until after January 1, 2008. If the parties
desire a hearing date that does not allow us at least 90 days after the close of
hearing to  complete a final  order  before the  December  29,  2007,  statutory
deadline,  they must all consent to an extension of the statutory  deadline.  If
the week of  September  10,  2007,  is a problem  for only a  limited  number of
witnesses, it may be possible to take their testimony on a day shortly before or
after the week of September 10, 2007.

U-06-134(15) - (08/09/2007)
Page 7 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

General is accepted,  subject to the express  condition  that no issue should be
considered  to have been  finally  determined  or  adjudicated  by virtue of our
acceptance of the settlement.

            2. The  settlement  filed  on July 31,  2007,  by  Chugach  Electric
Association,  Inc.,  and the City of Seward is accepted,  subject to the express
condition that no issue should be considered to have been finally  determined or
adjudicated by virtue of our acceptance of the settlement.

            3. With the  exception of the new hearing  date,  the July 31, 2007,
bench rulings amending the procedural schedule are affirmed.

            4. Ordering Paragraphs I, m, and n of Order U-06-134(3) are vacated.

            5. The following procedural schedule is established:

<TABLE>
------------------------------------------------------------------------------------------------
<S>   <C>       <C>                  <C>
 a.   4:00 pm   August 10, 2007      Chugach Electric Association, Inc., shall file a supplement
                                     to the settlement filed on July 27, 2007.
------------------------------------------------------------------------------------------------
 b.   4 p.m.    August 17, 2007      Matanuska Electric Association, Inc., may file supplemental
                                     prefiled  testimony  on  the  issues  of  Chugach  Electric
                                     Association,  Inc.'s  depreciation  rates and the  possible
                                     impact  of  any  written  agreements  it has  with  Chugach
                                     Electric  Association,  Inc. that establishe a relationship
                                     between retail rates of Chugach Electric Association,  Inc.
                                     and the  wholesale  rate it may charge  Matanuska  Electric
                                     Association, Inc.
------------------------------------------------------------------------------------------------
 c.   4 p.m.    August 22, 2007      Chugach  Electric  Association,  Inc.,  may  file  prefiled
                                     testimony responsive to the supplemental prefiled testimony
                                     filed on August 17, 2007.
------------------------------------------------------------------------------------------------
 d.   4 p.m.    September 5, 2007    Chugach Electric  Association,  Inc. and Matanuska Electric
                                     Association, Inc. shall each file a statement of issues.
------------------------------------------------------------------------------------------------
</TABLE>

U-06-134(15) - (08/09/2007)
Page 8 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

<TABLE>
------------------------------------------------------------------------------------------------
<S>   <C>       <C>                  <C>
 e.   9:00 am   September 10, 2007   Hearing  commences  in RCA's East  Hearing  Room,  701 West
                                     Eighth Avenue,  Suite 300, Anchorage,  Alaska and continues
                                     as necessary through September 18, 2007.(29)
------------------------------------------------------------------------------------------------
</TABLE>

DATED AND EFFECTIVE at Anchorage, Alaska, this 9th day of August, 2007.

                         BY DIRECTION OF THE COMMISSION
    (Commissioner Dave Harbour dissenting in part and concurring in part; and
                      Janis W. Wilson, not participating.)

(SEAL)

----------
      (29) If you  are a  person  with a  disability  who  may  need  a  special
accommodation,  auxiliary aid, or service or alternative communication format in
order  to  participate   in  the  hearing,   please  contact  Joyce  McGowan  at
1-907-276-6222,  toll free at 1-800-390-2782,  or TTY at 1-907-276-4533, or send
your request by electronic mail to rca.mail@alaska.gov,  at least three business
days before the hearing to make the necessary arrangements.

      Any party wishing to appear  telephonically  at the hearing must advise us
in advance  and  provide a  telephone  number  where it may be reached  for that
appearance.

U-06-134(15) - (08/09/2007)
Page 9 of 9

<PAGE>

                            MEMORANDUM OF AGREEMENT

      This Agreement entered into this 27th day of July, 2007, among Homer
Electric Association, Inc. ("HEA"), Chugach Electric Association, Inc.
("Chugach"), and the Attorney General for the State of Alaska representing the
Regulatory Affairs and Public Advocacy staff ("RAPA"). The parties are involved
in Docket No. U-06-134 (the "Docket") before the Regulatory Commission of Alaska
("Commission"). They have agreed to resolve the issues in the Docket as set
forth below, subject to the approval of the Commission.

With respect to the Docket, the parties agree to resolve the issues therein by
agreeing that the rate for wholesale power paid by HEA will be based on a
revenue requirement calculated assuming the following adjustments. Accordingly
the parties agree to the following adjustments and terms.

1.    68% G&T/32% Distribution allocation of interest on long term debt and for
the calculation of TIER.

2.    Accept proposals in Section I of Chugach's letter of July 17, 2007 as
follows:

      a.    G&T TIER at 1.10

      b.    Reduction to expense levels in Revenue Requirement

            i.    AG deferral/surcharge proposals.

            ii.   Reduced annual expense level reflecting AG proposal.

      c.    Depreciation expense

            i.    No change to G&T net salvage rates approved in U-04-102.

            ii.   Cooper Lake 50 year remaining life (2057 retirement date)

            iii.  Beluga Unit 5 2017 retirement date

            iv.   In addition, see Item 5 below regarding Beluga Unit 8.

3.    Amortize Beluga compression costs over 10 years.

4.    Accept HEA's recommendation on the North submarine cable field, or, in
other words, no change in present life. No change to 40-S3 survivor curve for
North submarine cable field.

5.    Review the Beluga Unit 8 refurbishment/retirement issue once more
information is known after Chugach's next Depreciation Study in 2008. This
review will probably take place in 2009. Subject to the realization of Chugach's
current plans for unit retirement, the Beluga Unit 8 life of 2014 will be
provisionally accepted until the next Depreciation Study.

6.    Make an adjustment reclassifying G&T and O&M expenses in accordance with
one-half the impact of JAM-6.

7.    Pursuant and subject to the terms and conditions of the Settlement
Agreement and Mutual Releases dated June 13, 2007 between Chugach and Matanuska
Electric Association, Inc., Chugach agrees to use the phrase "Temporary
Intracompany Non Interest Bearing Balance" instead of "Due to Distribution from
G&T" and "Due from G&T to Distribution" to refer to offsetting intra-company
accounts reflected on any future publication of Chugach's unbundled

                                                                      EXHIBIT A
                                                                     Page 1 of 2
                                                                    U-06-134(15)
                                                                      Appendix A
                                                                     Page 1 of 3

<PAGE>

balance sheet. Chugach further agrees to include the following explanatory note
when using the term "Temporary Intracompany Non Interest Bearing Balance":

      "Temporary Intracompany Non Interest Bearing Balance" does not represent
      a debt or payable owed by any Chugach customer.

HEA does not agree with Chugach's unbundling methodology, but will accept the
allocation of long term interest expense as noted in Item 1 above.

8.    Accept Chugach's new labor allocators and present cost allocation until
the next rate case.

9.    HEA and Chugach agree to meet and confer in advance of proposing any
changes to the Cost Allocation Manual.

10.   In the event Chugach files a rate case based on a 2007 or 2008 TY, both
parties agree that the 68% G&T/32% Distribution allocation of interest on long
term debt for the calculation of TIER will be applied to the HEA revenue
requirement. Regardless of this agreement, the Commission retains the discretion
to determine a just, fair, and reasonable allocator for long term interest
expense, and the Attorney General retains the discretion to assert any position
deemed by the Attorney General to be supported by the evidence and consistent
with the public interest.

11.   HEA's and the Attorney General's prefiled testimony will be filed with the
Commission for the sole purpose of supporting the settlement reached herein, and
for no other purpose.

12.   Nothing in this agreement is deemed to constitute an amendment to the HEA
Power Sales Agreement.

13.   The parties enter into this Agreement for the sole purpose of resolving
all issues in this rate case. Subject to the forgoing specific restrictions
relating to the interest expense allocator, this Agreement does not prevent the
parties from presenting or arguing their respective positions on the same or
similar issues in future cases. This Agreement is binding on the Parties for the
purposes of this docket only and will have no binding or precedential effect.

Dated this 27th day of July, 2007.

CHUGACH ELECTRIC ASSOCIATION,                TALIS J. COLBERG
INC.                                         ATTORNEY GENERAL

By: /s/ William R. Stewart                   By: /s/ Steve Devries
    -------------------------------              ----------------------
HOMER ELECTRIC ASSOCIATION, INC.                 Steve Devries
                                                 Assistant Attorney General
By: /s/ Bradley Janorschke
    -------------------------------

                                                                      EXHIBIT A
                                                                     Page 2 of 2
                                                                    U-06-134(15)
                                                                      Appendix A
                                                                     Page 2 of 3

                                        2

<PAGE>

                               SETTLEMENT ANALYSIS

--------------------------------------------------------------------------------
Revenue Requirement Adjustments (approximations)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Chugach Wholesale G&T
                                                                   Chugach     -----------------------------------------------------
                                  Source           System Total     Retail        Wholesale       HEA           MEA          SES
                                                   ---------------------------------------------------------------------------------
<S>                               <C>              <C>           <C>           <C>           <C>           <C>           <C>
RAPA (approximate) (1)            Exhibit JKF-2    $ (1,026,449) $   (703,374) $   (323,074) $   (125,111) $   (183,688) $  (14,276)
Depr Adj                          NHH              $ (2,528,707) $ (1,472,165) $ (1,056,542) $   (367,667) $   (649,852) $  (39,024)
1.10 G&T TIER with 68% G&T Debt   JAM & RWC        $         --  $         --  $         --  $         --  $         --  $       --
  Long-Term Interest                               $         --  $    563,611  $   (563,611) $   (195,818) $   (346,109) $  (21,683)
  Margin                                           $         --  $    908,808  $   (908,808) $   (315,580) $   (557,789) $  (35,439)
Beluga Gas Compressor - 10 yr
  amortization                                     $   (370,000) $   (183,596) $   (186,404) $    (78,098) $   (99,519)  $   (8,787)
                                                   ---------------------------------------------------------------------------------
  Subtotal                                         $ (3,925,156) $   (886,716) $ (3,038,439) $ (1,082,274) $ (1,836,957) $ (119,208)
Reclassification of G&T Expenses
  - Approx half of JAM proposal   JAM              $         --  $     92,089  $    (92,089) $   (263,118) $    212,911  $  (41,882)
                                                   ---------------------------------------------------------------------------------
  Total                                            $ (3,925,156) $   (794,627) $ (3,130,528) $ (1,345,391) $ (1,624,046) $ (161,091)
</TABLE>

(1)   Also includes impacts of change in G-Debt allocator to other accounts
      besides long-term interest expense.

--------------------------------------------------------------------------------
Existing Rates (fuel & purchased power in existing rates adjusted out for
comparison purposes)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Chugach Wholesale G&T
                                                                   Chugach     -----------------------------------------------------
                                                   System Total     Retail        Wholesale       HEA           MEA      SES
                                                   ---------------------------------------------------------------------------------
<S>                                                <C>           <C>           <C>           <C>           <C>           <C>
Revenue Requirement (Exhibit FMF-03)               $116,130,362  $ 86,352,527  $ 29,777,835  $ 10,292,179  $ 18,309,971  $1,175,685
</TABLE>

--------------------------------------------------------------------------------
Chugach Original Filing
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Chugach Wholesale G&T
                                                                    Chugach    -----------------------------------------------------
                                                   System Total      Retail       Wholesale       HEA           MEA      SES
                                                   ---------------------------------------------------------------------------------
<S>                                                <C>           <C>           <C>           <C>           <C>           <C>
G&T Revenue Requirement
  Energy                                           $ 33,763,388  $ 26,944,565  $  6,818,823  $  2,897,277  $  3,590,456  $  331,089
  Demand                                           $ 39,432,250  $ 10,223,835  $ 29,208,415  $ 10,125,564  $ 17,962,589  $1,120,263
  Customer                                         $     39,600  $          0  $     39,600  $     19,800  $     16,200  $    3,600
                                                   ---------------------------------------------------------------------------------
  Subtotal G&T                                     $ 73,235,238  $ 37,168,400  $ 36,066,838  $ 13,042,641  $ 21,569,245  $1,454,952
Distribution Revenue Requirement                   $ 45,741,988  $ 45,741,988  $          0  $          0  $          0  $        0
                                                   ---------------------------------------------------------------------------------
Total Revenue Requirement                          $118,977,226  $ 82,910,388  $ 36,066,838  $ 13,042,641  $ 21,569,245  $1,454,952

Revenue Requirement % Change from
  Existing Rates                                            2.5%         -4.0%         21.1%         26.7%         17.8%       23.8%
</TABLE>

--------------------------------------------------------------------------------
Settlement
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Chugach Wholesale G&T
                                                                   Chugach     -----------------------------------------------------
                                                   System Total     Retail        Wholesale       HEA           MEA      SES
                                                   ---------------------------------------------------------------------------------
<S>                                                <C>           <C>           <C>           <C>           <C>           <C>
G&T Revenue Requirement
  Energy                                           $  6,852,241  $  3,393,762  $  3,458,479  $  1,469,597  $  1,820,964  $  167,918
  Demand                                           $ 60,161,587  $ 30,723,356  $ 29,438,231  $ 10,207,853  $ 18,108,035  $1,122,343
  Customer                                         $     39,600  $          0  $     39,600  $     19,800  $     16,200  $    3,600
                                                   ---------------------------------------------------------------------------------
  Subtotal G&T                                     $ 67,053,428  $ 34,117,118  $ 32,936,310  $ 11,697,250  $ 19,945,199  $1,293,861
Distribution Revenue Requirement                   $ 47,998,643  $ 47,998,643  $          0  $          0  $          0  $        0
                                                   ---------------------------------------------------------------------------------
Total Revenue Requirement                          $115,052,071  $ 82,115,761  $ 32,936,310  $ 11,697,250  $ 19,945,199  $1,293,861

Revenue Requirement % Change from
  Existing Rates                                           -0.9%         -4.9%         10.6%         13.7%          8.9%       10.1%

Revenue Requirement % Change from
  Chugach Proposed Rates in Orig Filing                    -3.3%         -1.0%         -8.7%        -10.3%         -7.5%      -11.1%
</TABLE>

<PAGE>

                              SETTLEMENT AGREEMENT
                       BETWEEN CHUGACH AND CITY OF SEWARD

      This settlement agreement ("Seward Settlement  Agreement") is entered into
by and between Chugach Electric  Association,  Inc.  ("Chugach") and the City of
Seward, Seward Electric Utilities Division ("Seward").

      WHEREAS,  on July 27, 2007,  Chugach,  Homer  Electric  Association,  Inc.
("HEA"),  and the  Attorney  General  for the State of Alaska  representing  the
Regulatory  Affairs and Public Advocacy Staff ("RAPA") entered into a Memorandum
of Agreement ("HEA/RAPA Settlement  Agreement") to settle and resolve all issues
among those parties in Docket  U-06-134 of the  Regulatory  Commission of Alaska
("RCA").  A copy of the  HEA/RAPA  Settlement  Agreement  is attached  hereto as
Exhibit 1;

      WHEREAS,  Seward  is a party  to  Docket  U-06-134,  but  was not  able to
adequately review the HEA/RAPA Settlement Agreement prior to its execution;

      WHEREAS,  Chugach and Seward  desire to enter into a settlement  agreement
incorporating  the same terms and  conditions  as are set forth in the  HEA/RAPA
Settlement  Agreement  as  though  Seward  had  been a  party  to  the  HEA/RAPA
Settlement Agreement;

      NOW THEREFORE,  in consideration of the mutual covenants contained herein,
Chugach and Seward agree as follows:

      1. Chugach and Seward  agree to resolve the issues  between them in Docket
U-06-134 in accordance with the terms and conditions of the HEA/RAPA  Settlement
Agreement as if Seward were a party to that agreement.

      2.  Specifically,  Chugach and Seward  agree that the rates for  wholesale
power paid by Seward will be based on a revenue  requirement  for serving Seward
that is calculated  assuming the adjustments and terms set forth in the HEA/RAPA
Settlement Agreement.

      3. Nothing in this Seward Settlement  Agreement or the HEA/RAPA Settlement
Agreement  shall be construed as an  amendment,  waiver,  or  compromise  of any
provision of the Chugach/Seward Power Sales Agreement.

      4. This  Seward  Settlement  Agreement  is  subject  to  ratification  and
approval by the City Council of the City of Seward. It is expected that the City
Council of the City of Seward will take action regarding this Seward  Settlement
Agreement on August 1, 2007.

CHUGACH ELECTRIC                            CITY OF SEWARD, SEWARD
ASSOCIATION, INC.                           ELECTRIC UTILITIES DIVISION

/s/ William R. Stewart                      /s/ Phillip Oates
----------------------------                --------------------
William R. Stewart                          Phillip Oates
Chief Executive Officer                     City Manager
Date: 07/31/07                              Date: 07/31/07

                                                                          [SEAL]
                               Attest: /s/ Jean Lewis
                                       -------------------------------
                                       Jean Lewis, City Clerk  7/31/07

                                                                    U-06-134(15)
                                                                      Appendix B
                                                                     Page 1 of 4

<PAGE>

                            MEMORANDUM OF AGREEMENT

      This Agreement entered into this 27th day of July, 2007, among Homer
Electric Association, Inc. ("HEA"), Chugach Electric Association, Inc.
("Chugach"), and the Attorney General for the State of Alaska representing the
Regulatory Affairs and Public Advocacy staff ("RAPA"). The parties, are involved
in Docket No. U-06-134 (the "Docket") before the Regulatory Commission of Alaska
("Commission"). They have agreed to resolve the issues in the Docket as set
forth below, subject to the approval of the Commission.

With respect to the Docket, the parties agree to resolve the issues therein by
agreeing that the rate for wholesale power paid by HEA will be based on a
revenue requirement calculated assuming the following adjustments. Accordingly
the parties agree to the following adjustments and terms.

1. 68% G&T/32% Distribution allocation of interest on long term debt and for the
calculation of TIER.

2. Accept proposals in Section I of Chugach's letter of July l7, 2007 as
follows:

      a.    G&T TIER at 1.10

      b.    Reduction to expense levels in Revenue Requirement

            i.    AG deferral/surcharge proposals

            ii.   Reduced annual expense level reflecting AG proposal

      c.    Depreciation expense

            i.    No change to G&T net salvage rates approved in U-04-102.

            ii.   Cooper Lake 50 year remaining life (2057 retirement date)

            iii.  Beluga Unit 5 2017 retirement date

            iv.   In addition, see Item 5 below regarding Beluga Unit 8.

3. Amortize Beluga compression costs over 10 years.

4. Accept HEA's recommendation on the North submarine cable field, or, in other
words, no change in present life. No change to 40-S3 survivor curve for North
submarine cable field.

5. Review the Beluga Unit 8 refurbishment/retirement issue once more information
is known after Chugach's next Depreciation Study in 2008. This review will
probably take place in 2009. Subject to the realization of Chugach's current
plans for unit retirement, the Beluga Unit 8 life of 2014 will be provisionally
accepted until the next Depreciation Study.

6. Make an adjustment reclassifying G&T and O&M expenses in accordance with
one-half the impact of JAM-6.

7. Pursuant and subject to the terms and conditions of the Settlement Agreement
and Mutual Releases dated June 13, 2007 between Chugach and Matanuska Electric
Association, Inc., Chugach agrees to use the phrase "Temporary Intracompany Non
interest Bearing Balance" instead of "Due to Distribution from G&T" and "Due
from G&T to Distribution" to refer to offsetting intra-company accounts
reflected on any future publication of Chugach's unbundled

                                                                      EXHIBIT 1
                                                                     Page 1 of 3

                                                                    U-06-134(15)
                                                                      Appendix B
                                                                     Page 2 of 4

<PAGE>

balance sheet Chugach further agrees to include the following explanatory note
when using the term "Temporary Intracompany Non Interest Bearing Balance":

      "Temporary Intracompany Non Interest Bearing Balance" does not represent a
      debt or payable owed by any Chugach customer.

HEA does not agree with Chugach's unbundling methodology, but will accept the
allocation of long term interest expense as noted in Item 1 above.

8. Accept Chugach's new labor allocators and present cost allocation until the
next rate case.

9. HEA and Chugach agree to meet and confer in advance of proposing any changes
to the Cost Allocation Manual.

10. In the event Chugach files a rate case based on a 2007 or 2008 TY, both
parties agree that the 68% G&T/32% Distribution, allocation of interest on long
term debt for the calculation of TIER will be applied to the HEA revenue
requirement. Regardless of this agreement, the Commission retains the discretion
to determine a just, fair, and reasonable allocator for long term interest
expense, and the Attorney General retains the discretion to assert any position
deemed by the Attorney General to be supported by the evidence and consistent
with the public interest.

11. HEA's and the Attorney General's profiled testimony will be filed with the
Commission for the sole purpose of supporting the settlement reached herein, and
for no other purpose.

12. Nothing in this agreement is deemed to constitute an amendment to the HEA
Power Sales Agreement.

13. The parties enter into this Agreement for the sole purpose of resolving all
issues in this rate case. Subject to the forgoing specific restrictions relating
to the interest expense allocator, this Agreement does not prevent the parties
from presenting or arguing their respective positions on the same or similar
issues in future cases. This Agreement is binding on the Parties for the
purposes of this docket only and will have no binding or precedential effect.

Dated this 27th day of July, 2007

CHUGACH ELECTRIC ASSOCIATION,           TALIS J. COLBERG
INC.                                    ATTORNEY GENERAL

By: /s/ William R. Stewart               By: /s/ Steve Devries
    -------------------------------          ------------------------------
HOMER ELECTRIC ASSOCIATION, INC.             Steve Devries
                                             Assistant Attorney General

By: /s/ Bradley Janorschke
    -------------------------------

                                                                      EXHIBIT 1
                                                                     Page 2 of 3

                                                                    U-06-134(15)
                                                                      Appendix B
                                                                     Page 3 of 4

                                        2

<PAGE>

                               SETTLEMENT ANALYSIS

--------------------------------------------------------------------------------
Revenue Requirement Adjustments (approximations)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                              Chugach Wholesale G&T
                                                                    Chugach    -------------------------------------------------
                                     Source         System Total     Retail     Wholesale       HEA          MEA         SES
                                                    ----------------------------------------------------------------------------
<S>                                  <C>            <C>           <C>          <C>          <C>          <C>          <C>
RAPA (approximate)(1)                Exhibit JKF-2  $ (1,026,449) $  (703,374) $  (323,074) $  (125,111) $  (183,688) $ (14,276)
Depr Adj                             NHH            $ (2,528,707) $(1,472,165) $(1,056,542) $  (367,667) $  (649,852) $ (39,024)
1.10 G&T TIER with 68% G&T Debt      JAM & RWC      $         --  $        --  $        --  $        --  $        --  $      --
  Long-Term Interest                                $         --  $   563,611  $  (563,611) $  (195,818) $  (346,109) $ (21,683)
  Margin                                            $         --  $   908,808  $  (908,808) $  (315,580) $  (557,789) $ (35,439)
Beluga Gas Compressor - 10 yr
  amortization                                      $   (370,000) $  (183,596) $  (186,404) $   (78,098) $   (99,519) $  (8,787)
                                                    ----------------------------------------------------------------------------
  Subtotal                                          $ (3,925,156) $  (886,716) $(3,038,439) $(1,082,274) $(1,836,957) $(119,208)
Reclassification of G&T
  Expenses - Approx half of JAM
  proposal                           JAM            $         --  $    92,089  $   (92,089) $  (263,118) $   212,911  $ (41,882)
                                                    ----------------------------------------------------------------------------
  Total                                             $ (3,925,156) $  (794,627) $(3,130,528) $(1,345,391) $(1,624,046) $(161,091)
</TABLE>

      (1)   Also includes impacts of change in G-Debt allocator to other
            accounts besides long-term interest expense.

--------------------------------------------------------------------------------
Existing Rates (fuel & purchased power in existing rates adjusted out for
comparison purposes)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                Chugach Wholesale G&T
                                                                      Chugach    --------------------------------------------------
                                                      System Total     Retail     Wholesale       HEA          MEA         SES
                                                      -----------------------------------------------------------------------------
<S>                                                   <C>           <C>          <C>          <C>          <C>          <C>
Revenue Requirement (Exhibit FMF-03)                  $116,130,362  $86,352,527  $29,777,835  $10,292,179  $18,309,971  $1,175,685
</TABLE>

--------------------------------------------------------------------------------
Chugach Original Filing
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                Chugach Wholesale G&T
                                                                      Chugach    --------------------------------------------------
                                                      System Total     Retail     Wholesale       HEA          MEA         SES
                                                      -----------------------------------------------------------------------------
<S>                                                   <C>           <C>          <C>          <C>          <C>          <C>
G&T Revenue Requirement
  Energy                                              $ 33,763,388  $26,944,565  $ 6,818,823  $ 2,897,277  $ 3,590,456  $  331,089
  Demand                                              $ 39,432,250  $10,223,835  $29,208,415  $10,125,564  $17,962,589  $1,120,263
  Customer                                            $     39,600  $         0  $    39,600  $    19,800  $    16,200  $    3,600
                                                      -----------------------------------------------------------------------------
  Subtotal G&T                                        $ 73,235,238  $37,168,400  $36,066,838  $13,042,641  $21,569,245  $1,454,952
  Distribution Revenue Requirement                    $ 45,741,988  $45,741,988  $         0  $         0  $         0  $        0
                                                      -----------------------------------------------------------------------------
  Total Revenue Requirement                           $118,977,226  $82,910,388  $36,066,838  $13,042,641  $21,569,245  $1,454,952

  Revenue Requirement % Change
    from Existing Rates                                        2.5%        -4.0%        21.1%        26.7%        17.8%       23.8%
</TABLE>

--------------------------------------------------------------------------------
Settlement
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                Chugach Wholesale G&T
                                                                      Chugach    --------------------------------------------------
                                                      System Total     Retail     Wholesale       HEA          MEA         SES
                                                      -----------------------------------------------------------------------------
<S>                                                   <C>           <C>          <C>          <C>          <C>          <C>
G&T Revenue Requirement
  Energy                                              $  6,852,241  $ 3,393,762  $ 3,458,479  $ 1,469,597  $ 1,820,964  $  167,918
  Demand                                              $ 60,161,587  $30,723,356  $29,438,231  $10,207,853  $18,108,035  $1,122,343
  Customer                                            $     39,600  $         0  $    39,600  $    19,800  $    16,200  $    3,600
                                                      -----------------------------------------------------------------------------
  Subtotal G&T                                        $ 67,053,428  $34,117,118  $32,936,310  $11,697,250  $19,945,199  $1,293,861
Distribution Revenue Requirement                      $ 47,998,643  $47,998,643  $         0  $         0  $         0  $        0
                                                      -----------------------------------------------------------------------------
Total Revenue Requirement                             $115,052,071  $82,115,761  $32,936,310  $11,697,250  $19,945,199  $1,293,861

Revenue Requirement % Change from
  Existing Rates                                              -0.9%        -4.9%        10.6%        13.7%         8.9%       10.1%

Revenue Requirement % Change from
  Chugach Proposed Rates in
  Orig Filing                                                 -3.3%        -1.0%        -8.7%       -10.3%        -7.5%      -11.1%
</TABLE>

<PAGE>

  Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
      Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

                                 STATE OF ALASKA

                       THE REGULATORY COMMISSION OF ALASKA

Before Commissioners:                           Anthony A. Price, Chairman
                                                Kate Giard
                                                Dave Harbour
                                                Mark K. Johnson
                                                Janis W. Wilson

In the  Matter of the  Tariff  Revision, )
Designated as TA279-8,  Filed by CHUGACH )                U-06-134
ELECTRIC  ASSOCIATION,  INC.  for a Rate )
Increase and Rate Redesign               )              ORDER NO. 15
-----------------------------------------)

                     STATEMENT OF COMMISSIONER DAVE HARBOUR
                    DISSENTING IN PART AND CONCURRING IN PART

                                  Introduction

            The sole  purpose of the July 31,  2007,  hearing(1)  was to provide
settling parties(2) an opportunity to provide oral reply to oppositions to their
requests for acceptance of the settlement and motion for scheduling relief.(3)

            After  Administrative  Law Judge Wood(4)  announced  the  Majority's
bench order at the end of the hearing,  I offered an impromptu  dissent from the
decision to alter

----------
      (1) Electronic order, dated July 30, 2007.

      (2) Chugach  Electric  Association,  Inc.  (Chugach),  Alaska Electric and
Energy Cooperative,  Inc. and Homer Electric  Association,  Inc. (together HEA),
and the Attorney General (AG). The City of Seward (Seward)  subsequently  joined
in the settlement with the other settling parties.

      (3) If the Commission, including this panel member, had enforced our order
by  restricting  comment to 'settling  parties' and  restricting  replies to the
scope of the motion, this separate statement would not have been required as (a)
the specter of procedural delay would have been less likely to have arisen,  and
(b)  acceptance of the  settlement  and due process  arguments of a non-settling
party would have attracted less attention and stimulated less tension.

      (4)  Administrative Law Judge J.P. Wood substituted for Administrative Law
Judge David A. Lawrence.

U-06-134(15) - (08/10/2007)
Statement of Commissioner Dave Harbour Dissenting In Part and Concurring In Part
Page 1 of 9

<PAGE>

  Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
      Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

the  procedural  schedule by postponing  the scheduled  hearing from August 6 to
August 27,  2007.  A second  electronic  order on August 2, 2007,  notified  the
parties  of the  Commission's  intent  to accept  the  settlements  and  further
deferred the hearing to the week of September 10, 2007.(5) Order No. 15 provides
further opportunity for significant delay.(6)

            The purpose of this written statement is to clarify my position with
respect to Order U-06-134(15).(7)  Respectfully, I dissent from that part of the
Majority's  decision to reschedule the hearing to September 10, 2007, or beyond,
and I concur with that part of the Majority's  decision to accept the settlement
agreements.

      Background: The Settling Parties' Hearing and the Majority's Decision
                Position of Matanuska Electric Association, Inc.

            MEA,  a  non-settling  party,  fully  participated  in the  settling
parties'  hearing.(8) MEA raised an issue that, de facto,  expanded the scope of
the hearing,(9) by

----------
      (5) Electronic order, dated August 2, 2007.

      (6) Order U-06-134(15),  n.28. "If the parties desire a different date for
the public hearing,  they may request a later hearing date. Due to other dockets
pending  before us, a later hearing date is not feasible  until after January 1,
2008.  If the parties  desire a hearing  date that does not allow us at least 90
days after the close of hearing to  complete a final order  before the  December
29,  2007,  statutory  deadline,  they must all consent to an  extension  of the
statutory  deadline.  If the week of September 10, 2007, is a problem for only a
limited number of witnesses, it may be possible to take their testimony on a day
shortly before or after the week of September 10, 2007."

      (7) Order U-06-134(15),  Order Accepting Settlement  Agreements,  Amending
Procedural  Schedule,  and Permitting  Supplemental  Testimony,  dated August 9,
2007.

      (8) We could  ameliorate this sort of conundrum in the future by providing
more specific language in convening orders, electronic or otherwise.

      (9) This is another  challenge,  the sort of which we could better address
in  the  future  by  providing  more  specific  language  in  convening  orders,
electronic or otherwise.

U-06-134(15) - (08/10/2007)
Statement of Commissioner Dave Harbour Dissenting In Part and Concurring In Part
Page 2 of 9

<PAGE>

  Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

arguing that due process rights in a proceeding  require  protection,  "when the
situation changes as dramatically as it is on the eve of this  hearing."(10)

            MEA took the position that it had privately  relied on HEA's witness
to defend  its  position  on  depreciation.(11)  MEA  posited  that  with  HEA's
agreement to the settlement MEA was thereby deprived of  representation  for its
position on depreciation.(12)  MEA also complained that a clause in a tripartite
agreement not before us(13) might cause development of two revenue  requirements
that it labeled a "complicating factor".(14)

            MEA  then  said  that it is not  blocking  the  settlement,(15)  but
believes the tripartite  agreement is relevant and requires greater  review.(16)
Although MEA stated it was "not a settling  party" and did not intend to "hijack
the  settlement",  after a series of  questions  from  Commissioner  Giard,  MEA
presented  its prayer  for relief  which  included:  (1) more time to  introduce
depreciation  testimony  and (2) to have a  determination  of the  impact of the
tripartite    agreement   on   the   settlement.(17)    MEA   added   that   the
commission-approved tripartite agreement among Chugach, the Alaska Electric

----------
      (10) Tr. 203.

      (11) Ibid. at 169.

      (12) Ibid.

      (13) I could not find the tripartite  agreement to which MEA refers in any
of its prefiled material. However, we do maintain it in our Commission files and
it is entitled  "Modified  Agreement for the Sale and Purchase of Electric Power
and Energy by and among CHUGACH ELECTRIC  ASSOCIATION,  INC., MATANUSKA ELECTRIC
ASSOCIATION,  INC., AND ALASKA ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE,
INC." pursuant to Commission Order U-87-43(12).

      (14) Tr. 179.

      (15) Tr. 184.

      (16) Ibid. at 185.

      (17) Ibid. at 199.

U-06-134(15) - (08/10/2007)
Statement of Commissioner Dave Harbour Dissenting In Part and Concurring In Part
Page 3 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

Generation and Transmission  Cooperative,  Inc. and itself could be circumvented
with acceptance of the stipulation.(18)

Positions of the Settling Parties

            Counsel  for the AG opined that MEA had the  opportunity  to present
numerous  witnesses and the affirmative  case it desired;(19) and that MEA's due
process  rights  were not  violated in this  instance.(20)  The AG said that the
tripartite  agreement was not before the Commission,  adding that if it were the
Commission  has  jurisdiction  and authority to modify such  contracts when that
becomes  necessary.(21)  The AG said that any "side deal" between MEA and HEA is
not before the Commission;  that it should not be the Commission's business;(22)
and that the AG was aware of "no principle of law that would allow them [MEA] to
hijack this  proceeding  the way that they are  suggesting . . . ."(23)  Chugach
responded  in  answer  to  Commissioner  Price's  inquiry  that MEA has the full
benefit of a separate  proceeding.(24) Chugach explained that MEA's reference to
the tripartite agreement was, "somewhat of a red herring" because  accommodation
to the retail  customers could be made and it should not be an impediment to the
Commission's  acceptance  of the  settlement.(25)  Chugach  said,  responding to
Commissioner  Giard's questions that "if you hold with MEA's logic it means that
once prefiled testimony is filed by interveners any intervener is capable of

----------
      (18) Ibid. at 200.

      (19) Ibid. at 176.

      (20) Ibid. at 177.

      (21) Ibid. at 182.

      (22) Ibid. at 196.

      (23) Tr. 197.

      (24) Ibid. at 178.

      (25) Ibid. at 183.

U-06-134(15) - (08/10/2007)
Statement of Commissioner Dave Harbour Dissenting In Part and Concurring In Part
Page 4 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

stopping everyone else from settling a case that really ought to be settled. . .
.. There has to be a way to allow  parties that want to agree to be able to agree
to save their  ratepayers  all the money that they're  going to save and get the
certainty of a  settlement."(26)  HEA emphasized that MEA could choose to settle
or not,(27) but that with its decision comes risk that it might through separate
adjudication achieve a better or worse result than the settlement  produces.(28)
HEA  described  in  response  to  a  series  of  questions  why  HEA's  informal
relationship  with MEA as testimony was being developed would not affect any due
process principle.(29)

            Seward pointed out the  similarities  applying to due process rights
of one party when another either withdraws or settles, concluding that

      Homer  Electric  could  withdraw  today and  without any  settlement  with
      Chugach.  And there are  serious  constitutional  protections  that  would
      prohibit any other party or you  compelling  them to present their case if
      they didn't  want to.  They could  withdraw  and then when  another  party
      wanted to submit its  prefiled  testimony  there would be no one to sit in
      that  chair and  authenticate  it and you  likely  would not  accept  that
      testimony . . . .(30)

            Seward  also  stated,  "the  due  process  rights  argument  is  not
implicated because Matanuska Electric, City of Seward, all the parties . . . did
not have a right to rely on any other  parties'  actions.  And absent a contract
right there's no obligation to continue . . . . "(31)

----------
      (26) Ibid. at 195.

      (27) Ibid. at 180.

      (28) Ibid. at 181.

      (29) Ibid. at 191.

      (30) Tr. 204.

      (31) Ibid. 205.

U-06-134(15) - (08/10/2007)
Statement of Commissioner Dave Harbour Dissenting In Part and Concurring In Part
Page 5 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

The Majority's Decision

            The Majority accepted the settling parties' agreement,  gave MEA the
opportunity to file supplemental testimony, and provided MEA with a delay of the
hearing between itself and  Chugach.(32)  In doing so, the Majority  effectively
dismissed  part of  MEA's  prayer:  that the  impact  of the  settlement  on the
tripartite  agreement should be determined  before accepting the settlement.  It
then dealt with the balance of MEA's prayer by delaying the  proceeding  without
supporting  rationale and with an  observation  that,  "we do not believe we are
required  to do  so."(33)  The  Majority  said that MEA  failed to raise its two
foreseeable concerns in prefiled testimony and had the opportunity to raise such
issues in prefiled  testimony.  The Majority then seemed to  contradict  its own
rationale by executing an about-face and ordering  procedural  delay. To attempt
justification  for its action,  the Majority then relied on its opinion(34) that
"hearing  testimony  from MEA and Chugach on these two concerns will result in a
more  complete  record . . . ."(35)  The  Majority  then  described  its  public
interest rationale for acceptance of the settlement,  which benefits  ratepayers
and does not materially prejudice rights of non-settling parties.(36)

----------
      (32)On  page 3 of Order  U-06-134(15),  I believe  the  majority  erred in
claiming to grant a hearing to MEA as a  non-settling  party under AS 42.05.191.
On page 4, it finds  that  MEA's  rights are not  materially  prejudiced  before
another  hearing is convened,  making the matter moot. In any case, AS 42.05.191
does not address rights of a non-settling  party to a hearing.  The TA279-8 rate
case and rate design hearing will continue for MEA and Chugach,  but it is not a
hearing about the accepted  settlement  and it does not continue  pursuant to AS
42.05.191.

      (33) Order U-06-134(15) at 4.

      (34) AS 42.05.191.

      (35) Order U-06-134(15) at 6.

      (36) Ibid. at 5.

U-06-134(15) - (08/10/2007)
Statement of Commissioner Dave Harbour Dissenting In Part and Concurring In Part
Page 6 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

            For me, the AG put it best:  "I don't  begrudge  MEA from making any
argument  that its  counsel  thinks  is  prudent  argument  to  make.  What I am
commenting on is the  foundation  for that argument  and...that  it's lacking in
merit when you consider how and under what  circumstances  it has been presented
to you."(37)  Even MEA  affirmed  that "[t]he  settlement  should not affect our
rights in the  hearing  against  Chugach . . . ,"(38)  even though it went on to
strenuously  argue  for  delay of the  decision  to accept  the  settlement  and
subsequent  delay of the  hearing,  half of which  rationale  was lost  when the
Commission  dismissed the tripartite  agreement  argument with acceptance of the
settlement.

            MEA further argued that  acceptance of the settlement  could in some
way taint the  Commission.(39) I found this unsupported  argument a challenge to
the responsibility every commission bears to produce unbiased decisions. I found
MEA's  further  claims that the "texture" of the hearing in wake of a settlement
could work  against its  interest(40)  to be  similarly  not  useful.  While the
Majority  seemed to agree with all of the rationale  for ignoring  MEA's prayers
for delay, it nevertheless  delayed the proceeding  without offering  meaningful
support for its decision.

  I Dissent From That Part of the Majority's Decision to Reschedule the Hearing
                 to September 10 or Beyond for Three Reasons

            First,  MEA's delay plea defaults to its baseless claim that without
HEA's witness its obscurely developed due process rights are threatened. When we
believe

----------
      (37) Tr.198.

      (38) Ibid. at 168.

      (39) Ibid. at 169.  "just the fact that there is a  pre-determined  set of
results  that you will be  having  in the back of your  mind or off to the side,
which is the  settlement  proposal that perhaps we then have to bat against,  if
you will."

      (40) Ibid. at 168.

U-06-134(15) - (08/10/2007)
Statement of Commissioner Dave Harbour Dissenting In Part and Concurring In Part
Page 7 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

as the Majority  apparently  does,  and I do, that this record shows due process
rights  of the  non-settling  party are  protected,  the  Commission  can make a
finding to that  effect.(41)  The Commission  should have been  comfortable  and
confident in maintaining this docket's schedule. MEA's decision to rely on HEA's
witness  was a tactical  decision  for which it alone is  responsible,  and that
should not delay the settling  parties and this  Commission  when HEA decides to
settle. Furthermore,  before shouting "fire" in the regulatory theater at a late
hour, MEA could have opted for a different course of action if its ultimate goal
truly was to find a reasonable  solution  rather than cause chaos and delay.  It
could have wisely,  discretely, and diligently explored with HEA the possibility
of retaining  HEA's  witness going forward or,  alternatively,  petitioned  this
Commission to subpoena a witness at MEA's expense.  Either of these options,  or
others I can envision,  might have timely  preserved the witness  representation
MEA professes to consider critical without raising,  before settling parties and
this Commission, the specter of delay.

            Second,   by  agreeing  to  delay,   the  Majority   weighed   MEA's
disingenuous  due  process  claims  more  heavily  than  the  settling  parties'
ratepayers' interests in timely resolution of the case. In particular, Chugach's
residential  customers  might expect to pay a higher rate for a longer time than
if the hearing had been held as scheduled.  Furthermore,  avoidable delay in one
proceeding  produces  unavoidable  consequences for ratepayers impacted by other
proceedings as dockets stack up and demands on staff and commissioners grow.

----------
      (41) AS 42.05.191  requires  that "Every  formal  order of the  commission
shall be based upon the facts of  record."  The facts of this record do not well
support the Majority's  decision.  The statute also requires that,  "Every order
entered pursuant to a hearing must state the commission's findings, the basis of
its  findings  and  conclusions  together  with its  decision."  This  statement
identifies the weak basis for Order No. 15's findings.

U-06-134(15) - (08/10/2007)
Statement of Commissioner Dave Harbour Dissenting In Part and Concurring In Part
Page 8 of 9

<PAGE>

 Regulatory Commission of Alaska
701 West Eighth Avenue, Suite 300
     Anchorage, Alaska 99501
(907) 276-6222; TTY (907) 276-4533

            Third,  the  Commission  well  knows  that  one of  the  fundamental
justifications for our accepting  stipulations  involving the Attorney General's
public  advocate is the  increased  confidence  we have that the  settlement  is
consistent  with the public  interest.  Likewise,  when the  Attorney  General's
public  advocate  advises the  Commission  that the  procedural  schedule can be
maintained   without  eroding  MEA's  statutory  and  due  process  rights,  our
reluctance to entertain delay should be even greater. In this case, even without
the AG's advice, support for delay is unconvincing.

          I Concur With That Part of the Majority's Decision Accepting
                        the Settling Parties' Agreement

            On a smaller issue,  I concur with the Majority's  acceptance of the
stipulation,  but believe the record  justified  acceptance when the bench order
was issued and should have been  included in the bench  order.  By delaying  the
formal  acceptance  until  Order  U-06-134(15)  issued on August  9,  2007,  the
Majority   prevented  settling  parties  from  more  timely  shedding  expensive
arrangements for their  participation  in a hearing,  when the record before the
Commission was no more instructive on August 9 than it was on July 31.

DATED AND EFFECTIVE at Anchorage, Alaska, this 10th day of August, 2007.

                                          ----------------------------
                                           Commissioner Dave Harbour

U-06-134(15) - (08/10/2007)
Statement of Commissioner Dave Harbour Dissenting In Part and Concurring In Part
Page 9 of 9