Exhibit 4.12


 


 




 





IDAHO
POWER COMPANY


TO


DEUTSCHE
BANK TRUST COMPANY AMERICAS


AND


STANLEY
BURG,


As
Trustees under its Mortgage and Deed of Trust

dated as of October 1, 1937.


_______________


_______________
Supplemental Indenture

providing among other things for Bonds of __________ Series

Dated as of __________, 200_




 





 


 





















 


TABLE OF CONTENTS1


	
   

  	
  Page

  
	
   

  	
   

  
	
  Parties and Recitals

  	
  1

  
	
  Granting Clause and Property Description

  	
  5

  
	
   

  	
   

  
	
  ARTICLE I Description of Bonds of _________ Series

  	
   

  
	
   

  	
   

  
	
  Section 1. General terms and
  redemption provisions

  	
  6

  
	
  Section 2. Exchange and
  transfers of Bonds

  	
  9

  
	
  Section 3. Form of Bonds

  	
  9

  
	
  Section 4. Temporary Bonds

  	
  10

  
	
   

  	
   

  
	
  ARTICLE II Issue of Bonds of _________ Series

  	
   

  
	
   

  	
   

  
	
  Section 5. Issue of Bonds

  	
  10

  
	
   

  	
   

  
	
  ARTICLE III Covenants

  	
   

  
	
   

  	
   

  
	
  Section 6. Application of
  Original Indenture

  	
  10

  
	
  Section 7. Lawful ownership

  	
  10

  
	
  Section 8. Annual
  certificate as to defaults

  	
  11

  
	
   

  	
   

  
	
  ARTICLE IV The Trustees

  	
   

  
	
   

  	
   

  
	
  Acceptance of trust

  	
  11

  
	
  Recitals deemed made by the Company

  	
  11

  
	
   

  	
   

  
	
  ARTICLE V Miscellaneous Provisions

  	
   

  
	
   

  	
   

  
	
  Meanings of terms

  	
  11

  
	
  Ratification and Confirmation

  	
  11

  
	
  Counterparts

  	
  11

  
	
   

  	
   

  
	
  Testimonium

  	
  12

  
	
  Signatures and seals

  	
  12

  
	
  Acknowledgments

  	
  14

  
	
  Affidavits

  	
  17

  



 










1               This
table of contents shall not have any bearing upon the interpretation of this
Supplemental Indenture.


 


i





















 


SUPPLEMENTAL INDENTURE, dated as of the _____ day of __________, 200_
made and entered into by and between IDAHO POWER COMPANY, a corporation of the
State of Idaho (successor by merger to Idaho Power Company, a corporation of
the State of Maine, hereinafter sometimes called the “Maine Company”), whose
address is 1221 West Idaho Street, Boise, Idaho 83702-5627 (hereinafter
sometimes called the “Company”), party of the first part, and DEUTSCHE BANK
TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a corporation
of the State of New York whose post office address is 60 Wall Street, New York,
N.Y. 10005 (hereinafter sometimes called the “Corporate Trustee”), and Stanley
Burg (hereinafter sometimes called the “Individual Trustee”), parties of the
second part (the Corporate Trustee and the Individual Trustee being hereinafter
together sometimes called the “Trustees”), as Trustees under the Mortgage and
Deed of Trust dated as of October 1, 1937 hereinafter referred to; and


WHEREAS, the Maine Company has heretofore executed and delivered to the
Trustees its Mortgage and Deed of Trust (hereinafter sometimes referred to as
the “Original Indenture”), dated as of October 1, 1937, to secure the payment
both of the principal of and interest and premium, if any, on all Bonds at any
time issued and outstanding thereunder and to declare the terms and conditions
upon which Bonds are to be issued thereunder; and


WHEREAS, the Maine Company was merged into the Company on June 30,
1989; and


WHEREAS, in order to evidence the succession of the Company to the
Maine Company and the assumption by the Company of the covenants and conditions
of the Maine Company in the Bonds and in the Original Indenture, as supplemented,
contained, and to enable the Company to have and exercise the powers and rights
of the Maine Company under the Original Indenture, as supplemented, in
accordance with the terms thereof, the Company executed and delivered to the
Trustees a Twenty-eighth Supplemental Indenture, dated as of June 30, 1989
(which supplemental indenture is hereinafter sometimes called the
“Twenty-eighth Supplemental Indenture”); and


WHEREAS, said Twenty-eighth Supplemental Indenture was recorded in the
records of the County of Elko, Nevada; the Counties of Baker, Grant, Harney,
Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear
Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou,
Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln,
Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington,
Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary
of State of Montana; and


WHEREAS, in accordance with the terms of the Original Indenture the
Maine Company or the Company has executed and delivered to the Trustees the
following supplemental indentures in addition to the Twenty-eighth Supplemental
Indenture:


 


	
  Designation

  	
  Dated as of

  
	
  First Supplemental
  Indenture

  	
  July 1, 1939

  
	
  Second Supplemental
  Indenture

  	
  November 15, 1943

  



 


1





















 


	
  Third Supplemental
  Indenture

  	
  February 1, 1947

  
	
  Fourth Supplemental
  Indenture

  	
  May 1, 1948

  
	
  Fifth Supplemental
  Indenture

  	
  November 1, 1949

  
	
  Sixth Supplemental
  Indenture

  	
  October 1, 1951

  
	
  Seventh Supplemental
  Indenture

  	
  January 1, 1957

  
	
  Eighth Supplemental
  Indenture

  	
  July 15, 1957

  
	
  Ninth Supplemental
  Indenture

  	
  November 15, 1957

  
	
  Tenth Supplemental
  Indenture

  	
  April 1, 1958

  
	
  Eleventh Supplemental
  Indenture

  	
  October 15, 1958

  
	
  Twelfth Supplemental
  Indenture

  	
  May 15, 1959

  
	
  Thirteenth Supplemental
  Indenture

  	
  November 15, 1960

  
	
  Fourteenth Supplemental
  Indenture

  	
  November 1, 1961

  
	
  Fifteenth Supplemental
  Indenture

  	
  September 15, 1964

  
	
  Sixteenth Supplemental
  Indenture

  	
  April 1, 1966

  
	
  Seventeenth Supplemental
  Indenture

  	
  October 1, 1966

  
	
  Eighteenth Supplemental
  Indenture

  	
  September 1, 1972

  
	
  Nineteenth Supplemental
  Indenture

  	
  January 15, 1974

  
	
  Twentieth Supplemental
  Indenture

  	
  August 1, 1974

  
	
  Twenty-first Supplemental
  Indenture

  	
  October 15, 1974

  
	
  Twenty-second Supplemental
  Indenture

  	
  November 15, 1976

  
	
  Twenty-third Supplemental
  Indenture

  	
  August 15, 1978

  
	
  Twenty-fourth Supplemental
  Indenture

  	
  September 1, 1979

  
	
  Twenty-fifth Supplemental
  Indenture

  	
  November 1, 1981

  
	
  Twenty-sixth Supplemental
  Indenture

  	
  May 1, 1982

  
	
  Twenty-seventh
  Supplemental Indenture

  	
  May 1, 1986

  
	
  Twenty-ninth Supplemental
  Indenture

  	
  January 1, 1990

  
	
  Thirtieth Supplemental
  Indenture

  	
  January 1, 1991

  
	
  Thirty-first Supplemental
  Indenture

  	
  August 15, 1991

  
	
  Thirty-second Supplemental
  Indenture

  	
  March 15, 1992

  
	
  Thirty-third Supplemental
  Indenture

  	
  April 1, 1993

  
	
  Thirty-fourth Supplemental
  Indenture

  	
  December 1, 1993

  
	
  Thirty-fifth Supplemental
  Indenture

  	
  November 1, 2000

  
	
  Thirty-sixth Supplemental
  Indenture

  	
  October 1, 2001

  
	
  Thirty-seventh
  Supplemental Indenture

  	
  April 1, 2003

  
	
  Thirty-eighth Supplemental
  Indenture

  	
  May 15, 2003

  
	
  Thirty-ninth Supplemental
  Indenture2

  	
  October 1, 2003

  



 


each of which is
supplemental to the Original Indenture (the Original Indenture and all
indentures supplemental thereto together being hereinafter sometimes referred
to as the “Indenture”); and


WHEREAS, the Original Indenture and said Supplemental Indentures
(except said Fifteenth Supplemental Indenture) have each been recorded in the
records of the County of


 










2               Here will be inserted additional, executed
supplemental indentures.


2





















 


Elko, Nevada; the Counties of Baker, Grant, Harney,
Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear
Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou,
Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln,
Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington,
Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary
of State of Montana; and


WHEREAS, the Maine Company or the Company has heretofore issued Bonds,
under and in accordance with the terms of the Indenture in the following series
and aggregate principal amounts:


 


	
  Series

  	
   

  	
  Principal

  Amount

  Issued

  	
   

  	
  Principal

  Amount

  Outstanding

  	
   

  
	
  3-3/4%
  Series due 1967

  	
   

  	
  $

  	
  18,000,000

  	
   

  	
  None

  	
   

  
	
  3-1/8%
  Series due 1973

  	
   

  	
  18,000,000

  	
   

  	
  None

  	
   

  
	
  2-3/4%
  Series due 1977

  	
   

  	
  5,000,000

  	
   

  	
  None

  	
   

  
	
  3% Series due 1978

  	
   

  	
  10,000,000

  	
   

  	
  None

  	
   

  
	
  2-3/4%
  Series due 1979

  	
   

  	
  12,000,000

  	
   

  	
  None

  	
   

  
	
  3-1/4%
  Series due 1981

  	
   

  	
  15,000,000

  	
   

  	
  None

  	
   

  
	
  4-1/2%
  Series due 1987

  	
   

  	
  20,000,000

  	
   

  	
  None

  	
   

  
	
  4-3/4%
  Series due 1987

  	
   

  	
  15,000,000

  	
   

  	
  None

  	
   

  
	
  4% Series due April 1988

  	
   

  	
  10,000,000

  	
   

  	
  None

  	
   

  
	
  4-1/2%
  Series due October 1988

  	
   

  	
  15,000,000

  	
   

  	
  None

  	
   

  
	
  5% Series due 1989

  	
   

  	
  15,000,000

  	
   

  	
  None

  	
   

  
	
  4-7/8%
  Series due 1990

  	
   

  	
  15,000,000

  	
   

  	
  None

  	
   

  
	
  4-1/2%
  Series due 1991

  	
   

  	
  10,000,000

  	
   

  	
  None

  	
   

  
	
  5-1/4%
  Series due 1996

  	
   

  	
  20,000,000

  	
   

  	
  None

  	
   

  
	
  6-1/8%
  Series due 1996

  	
   

  	
  30,000,000

  	
   

  	
  None

  	
   

  
	
  7-3/4%
  Series due 2002

  	
   

  	
  30,000,000

  	
   

  	
  None

  	
   

  
	
  8-3/8%
  Series due 2004

  	
   

  	
  35,000,000

  	
   

  	
  None

  	
   

  
	
  10% Series due 2004

  	
   

  	
  50,000,000

  	
   

  	
  None

  	
   

  
	
  8-1/2%
  Series due 2006

  	
   

  	
  30,000,000

  	
   

  	
  None

  	
   

  
	
  9% Series due 2008

  	
   

  	
  60,000,000

  	
   

  	
  None

  	
   

  
	
  10-1/4%
  Series due 2003

  	
   

  	
  62,000,000

  	
   

  	
  None

  	
   

  
	
  First Mortgage Bonds, 1984
  Series

  	
   

  	
  10,100,000

  	
   

  	
  None

  	
   

  
	
  16.10% Series due
  1991-1992

  	
   

  	
  50,000,000

  	
   

  	
  None

  	
   

  
	
  Pollution Control Series A

  	
   

  	
  49,800,000

  	
   

  	
  None

  	
   

  
	
  8.65% Series due 2000

  	
   

  	
  80,000,000

  	
   

  	
  None

  	
   

  
	
  9.50% Series due 2021

  	
   

  	
  75,000,000

  	
   

  	
  None

  	
   

  
	
  9.52% Series due 2031

  	
   

  	
  25,000,000

  	
   

  	
  None

  	
   

  
	
  8% Series due 2004

  	
   

  	
  50,000,000

  	
   

  	
  None

  	
   

  
	
  8 3/4%
  Series due 2027

  	
   

  	
  50,000,000

  	
   

  	
  None

  	
   

  
	
  Secured Medium-Term Notes,
  Series A

  	
   

  	
  190,000,000

  	
   

  	
  None

  	
   

  
	
  Secured Medium-Term Notes,
  Series B

  	
   

  	
  197,000,000

  	
   

  	
  140,000,000

  	
   

  
							



 


3





















 


	
  Secured Medium-Term Notes, Series C

  	
   

  	
  200,000,000

  	
   

  	
  200,000,000

  	
   

  
	
  Secured Medium-Term Notes, Series D

  	
   

  	
  200,000,000

  	
   

  	
  200,000,000

  	
   

  
	
  Secured Medium-Term Notes, Series E

  	
   

  	
  245,000,000

  	
   

  	
  245,000,000

  	
   

  
	
  Pollution Control Series B

  	
   

  	
  49,800,000

  	
   

  	
  49,800,000

  	
  3 

  



 


which bonds are
hereinafter sometimes called bonds of the First through __________ Series; and


WHEREAS, the Company, in accordance with the provisions of the
Indenture and pursuant to appropriate resolutions of its Board of Directors,
has duly determined to make, execute and deliver to the Trustees this
__________ Supplemental Indenture for the purposes herein provided, including
the issuance of a __________ Series of Bonds under the Indenture, in the
aggregate principal amount of up to __________ Million Dollars ($__________),
to be designated as “First Mortgage Bonds, _____% Series due __________”
[“First Mortgage Bonds, Secured Medium-Term Notes, Series _____”]4 (herein sometimes called
the “Bonds of __________ Series”); and


WHEREAS, it is also now desired, for the purpose of more effectually
carrying out the purposes of the Original Indenture, to confirm specifically
the subjection to the lien thereof and of the Indenture of the certain property
acquired by the Company in addition to the property specifically described in
the Original Indenture and in said First, Second, Third, Fourth, Fifth, Sixth,
Seventh, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Sixteenth,
Seventeenth, Eighteenth, Nineteenth, Twenty-first, Twenty-second, Twenty-third,
Twenty-fourth, Twenty-fifth, Thirty-sixth and Thirty-seventh5 Supplemental Indentures;
and


WHEREAS, all things necessary to make said Bonds of _________ Series,
when duly authenticated by the Corporate Trustee and issued by the Company,
valid and legally binding obligations of the Company and to make the Original
Indenture, as heretofore supplemented and as supplemented hereby, a valid and
legally binding instrument for the security thereof, have been performed, and
the execution and delivery of this __________ Supplemental Indenture and the
issue of said Bonds as in this __________ Supplemental Indenture provided have
been in all respects duly authorized:


 










3               Here
will be inserted additional outstanding series of bonds.


4               Bracketed
language will be inserted in lieu of words "First Mortgage Bonds, _____%
Series due __________" in any supplemental indenture relating to the
issuance of First Mortgage Bonds which are designated "Secured Medium-Term
Notes, Series _____".


5               Here
will be inserted additional, executed supplemental indentures.


4





















 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


That in consideration of the premises and of One Dollar to it duly paid
by the Trustees at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, and in order to secure the payment both
of the principal of and interest and premium, if any, on all Bonds at any time
issued and outstanding under the Indenture, according to their tenor and
effect, and the performance of all the provisions of the Indenture and of said
Bonds, the Company has duly executed and delivered to the Trustees this
__________ Supplemental Indenture and has granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed and
by these presents does grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Stanley Burg and (to the extent of
its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank
Trust Company Americas, as Trustees as aforesaid, and to their successor or
successors in said trust, and to them and their successors, heirs and assigns
forever, all property, whether real, personal or mixed (except any hereinafter
expressly excepted), and wheresoever situated, acquired since the date of said
Original Indenture by and now or hereafter owned by the Company including the
following described properties, rights and interests in property (in addition
to all other properties heretofore subjected to the lien of the Indenture and
not heretofore released from the lien thereof)—that is to say:6


All other property, whether real, personal or mixed
(except any hereinafter expressly excepted), and wheresoever situated, acquired
since the date of said Original Indenture by and now or hereafter owned by the
Company.


TOGETHER with all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the aforesaid property
or any part thereof, with the reversion and reversions, remainder and
remainders, and (subject to the provisions of Section 57 of the Original
Indenture) the tolls, rents, revenues, issues, earnings, income, product and
profits thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every
part and parcel thereof.


It is not intended herein or hereby to include in or subject to the
lien of the Indenture, and the granting clauses hereof shall not be deemed to
apply to, (1) any revenues, earnings, rents, issues, income or profits of the
mortgaged and pledged property, or any bills, notes or accounts receivable, contracts
or choses in action, except to the extent permitted by law in case a completed
default specified in Section 65 of the Indenture shall have occurred and be
continuing and either or both of the Trustees, or a receiver or trustee, shall
have entered upon or taken possession of the mortgaged and pledged property, or
(2) in any case, unless specifically subjected to the lien thereof, any bonds,
notes, evidences of indebtedness, shares of stock, or other securities or any
cash (except cash deposited with the Corporate Trustee pursuant to any
provisions of the Indenture) or any goods, wares, merchandise, equipment or
apparatus manufactured or acquired for the purpose of sale or resale in the
usual course of business.


 










6               Here will be
inserted property descriptions.


5





















 


TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed by the Company as aforesaid, or intended so to
be, unto the Individual Trustee and (to the extent of its legal capacity to
hold the same for the purposes hereof) unto the Corporate Trustee, and their
successors, heirs and assigns forever;


IN TRUST, NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisions and covenants
as are set forth in the Original Indenture, as amended or modified by said
First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth,
Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth,
Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-second, Twenty-third,
Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth,
Twenty-ninth, Thirtieth, Thirty-first, Thirty-second, Thirty-third,
Thirty-fourth, Thirty-fifth, Thirty-sixth, Thirty-seventh, Thirty-eighth and
Thirty-ninth Supplemental Indentures and this _________7 Supplemental Indenture.


And it is hereby covenanted, declared and decreed by and between the
parties hereto, for the benefit of those who shall hold the Bonds and interest
coupons, or any of them, issued and to be issued under the Indenture, as
follows:


ARTICLE
I


DESCRIPTION
OF BONDS OF __________ SERIES.


SECTION 1.           The __________ Series of Bonds to be
executed, authenticated and delivered under and secured by the Indenture shall
be Bonds of __________ Series, designated as “First Mortgage Bonds, _____%
Series due __________” of the Company. The Bonds of __________ Series shall be
executed, authenticated and delivered in accordance with the provisions of, and
shall in all respects be subject to, all of the terms, conditions and covenants
of the Original Indenture, except insofar as the terms and provisions of the
Original Indenture have been or are amended or modified by said First through
__________ Supplemental Indentures or by this __________ Supplemental
Indenture. Bonds of __________ Series shall mature on __________, and shall be
issued as registered Bonds without coupons in denominations of $1,000 and in
any multiple thereof, and shall bear interest, payable on __________ and
__________ of each year, at the rate of _____% per annum until the principal
shall have become due and payable, and, if default shall be made in the payment
of said principal when due and payable, at the rate of _____% per annum
thereafter until the Company’s obligation with respect to payment of said
principal shall have been discharged as provided in the Indenture; provided,
however, that if Bonds of __________ Series shall have been declared due and
payable prior to their stated maturity and such declaration shall have been
annulled as provided in the Indenture, the principal of such Bonds shall not be
deemed to have been so declared due and payable. The principal of and interest
and premium, if any, on the Bonds of __________ Series shall be payable at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, and, at the option of the Company, interest on each said Bond may also be
payable at the office of the Company in Boise, Idaho, in such coin or currency of
the United States of America


 










7               Here will be inserted additional,
executed supplemental indentures.


 


6





















 


as at the time of payment shall be legal tender for public and
private debts. The interest on the Bonds of __________ Series, whether in
temporary or definitive form, shall be payable without presentation of such
Bonds and (subject to the provisions of this Section 1) only to or upon the
written order of the registered holders thereof.


Except as provided in the next succeeding sentence of this Section 1,
each Bond of __________ Series shall be dated the date of its authentication
and interest shall be payable on the principal represented thereby from the
__________ or __________, as the case may be, next preceding the date thereof
to which interest has been paid, unless the date thereof is a __________ or
__________ to which interest has been paid, in which case such interest shall
be payable from such date or unless such date is prior to __________, in which
case interest shall be payable from __________. Each Bond of __________ Series
authenticated between the record date for any interest payment date and such interest
payment date shall be dated the date of its authentication, but interest shall
be payable from such interest payment date; provided, however, that if the
Company shall default in the payment of the interest due on such interest
payment date, any Bond of __________ Series so authenticated shall bear
interest from the __________ or __________, as the case may be, next preceding
the date of such Bond, to which interest has been paid.


Interest on any Bond of __________ Series shall be paid to the registered
holder of such Bond of __________ Series, or, notwithstanding the cancellation
thereof, the Bond of __________ Series in exchange or substitution for which
such Bond shall have been issued, at the close of business on the applicable
record date; provided, however, that if the Company shall default in the
payment of the interest due on any interest payment date on the principal
represented by any Bond of __________ Series, such defaulted interest shall be
paid to the registered holder of such Bond (or any Bond or Bonds of __________
Series issued upon transfer or exchange thereof) on the date of payment of such
defaulted interest or, at the election of the Company, to the person in whose
name such Bond (or any Bond or Bonds of __________ Series issued upon transfer
or exchange thereof) is registered on a subsequent record date established by
notice given by mail by or on behalf of the Company to the holders of Bonds of
__________ Series not less than ten (10) days preceding such subsequent record
date. The term “record date” as used in this Section 1 shall mean, with respect
to any semi-annual interest payment date, the close of business on __________
or __________, as the case may be, next preceding such interest payment date
or, in the case of defaulted interest, the close of business on any subsequent
record date established as provided above.


The Bonds of __________ Series, in definitive form, shall be, at the
option of the Company, fully engraved or shall be lithographed or printed on
steel engraved borders or shall be partially lithographed or printed and
partially engraved on steel engraved borders or shall be printed on safety
paper or shall be typewritten.


8[SECTION 1.  The __________ Series of Bonds to be
executed, authenticated and delivered under and secured by the Indenture shall
be Secured Medium-Term Notes, Series _____, designated as “First Mortgage
Bonds, Secured Medium-Term Notes, Series _____ “of the


 










8               These provisions will be inserted
in lieu of Section 1 above in any supplemental indenture relating to the
issuance of First Mortgage Bonds which are designated "Secured Medium-Term
Notes, Series _____".


7





















 


Company. The Bonds of
__________ Series shall be executed, authenticated and delivered in accordance
with the provisions of, and shall in all respects be subject to, all of the
terms, conditions and covenants of the Original Indenture, except insofar as
the terms and provisions of the Original Indenture have been or are amended or
modified by said First through __________ Supplemental Indentures or by this
__________ Supplemental Indenture. Bonds of __________ Series shall be issued
from time to time in an aggregate principal amount not to exceed $__________,
be issued as registered Bonds without coupons in the denominations of $1,000 or
in any multiple thereof; each Bond of __________ Series shall mature on such
date not less than __________ nor more than __________ from date of issue,
shall bear interest at such rate or rates (which may be either fixed or
variable) and have such other terms and provisions not inconsistent with the
Indenture as the Board of Directors may determine in accordance with a
resolution filed with the Corporate Trustee and a written order referring to
this __________ Supplemental Indenture; the principal of and interest on each
said Bond to be payable at the office or agency of the Company in the Borough
of Manhattan, The City of New York and, at the option of the Company, interest
on each said Bond may also be payable at the office of the Company in Boise,
Idaho, in such coin or currency of the United States of America as at the time
of payment is legal tender for public and private debts. Interest on Bonds of
__________ Series which bear interest at a fixed rate shall be payable
semiannually on __________ and __________ of each year and at maturity (each an
interest payment date). Interest on Bonds of __________ Series which bear
interest at a variable rate shall be payable on the dates (each an interest
payment date) set forth in a resolution filed with the Corporate Trustee
referring to this __________ Supplemental Indenture.


Notwithstanding the foregoing, so long as there is no existing default
in the payment of interest on the Bonds of __________ Series, all Bonds of __________
Series authenticated by the Corporate Trustee after the Record Date hereinafter
specified for any interest payment date, and prior to such interest payment
date (unless the date of first authentication of Bonds of such designated
interest rate and maturity is after such Record Date), shall be dated the date
of authentication, but shall bear interest from such interest payment date, and
the person in whose name any Bond of __________ Series is registered at the
close of business on any Record Date with respect to any interest payment date
shall be entitled to receive the interest payable on such interest payment
date, notwithstanding the cancellation of such Bond of __________ Series, upon
any transfer or exchange thereof subsequent to the Record Date and on or prior
to such interest payment date. If the date of first authentication of the Bonds
of __________ Series of a designated interest rate and maturity is after such
Record Date and prior to the corresponding interest payment date, such Bonds shall
bear interest from the Original Interest Accrual Date but payment of interest
shall commence on the second interest payment date succeeding the Original
Interest Accrual Date. “Record Date” for Bonds of __________ Series which bear
interest at a fixed rate shall mean the last day of the calendar month
preceding such interest payment date if such interest payment date is the
fifteenth day of a calendar month and shall mean the fifteenth day of the
calendar month preceding such interest payment date if such interest payment
date is the first day of a calendar month, unless otherwise determined by the
Board of Directors and set forth in a resolution filed with the Corporate
Trustee referring to this ____________ Supplemental Indenture, and for Bonds of
__________ Series which bear interest at a variable rate, the date 15 calendar
days prior to any interest payment date, provided that, interest payable on the
maturity date will be payable to the person to whom the principal thereof shall
be payable. “Original Interest Accrual Date” with respect to Bonds of
__________


 


8





















 


Series of a designated interest rate and maturity
shall mean the date of first authentication of Bonds of such designated
interest rate and maturity unless a written order filed with the Corporate
Trustee on or before such date shall specify another date from which interest
shall accrue, in which case “Original Interest Accrual Date” shall mean such
other date specified in the written order for Bonds of such designated interest
rate and maturity.


The Bonds of __________ Series, in definitive form, shall be, at the
option of the Company, fully engraved or shall be lithographed or printed on
steel engraved borders or shall be partially lithographed or printed and
partially engraved on steel borders or shall be printed on safety paper or
shall be typewritten.]


The holders of the Bonds of __________ Series consent that the Company
may, but shall not be obligated to, fix a record date for the purpose of
determining the holders of Bonds of __________ Series entitled to consent to
any amendment, supplement or waiver. If a record date is fixed, those persons
who are holders at such record date (or their duly designated proxies), and
only those persons, shall be entitled to consent to such amendment, supplement
or waiver or to revoke any consent previously given, whether or not such
persons continue to be holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date.


[Here
will be inserted redemption provisions.]


SECTION 2.           At the option of the registered
holder, any Bonds of __________ Series, upon surrender thereof for cancellation
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, together with a written instrument of transfer (if so required by the
Company or by the Trustees) in form approved by the Company duly executed by
the registered holder or by his duly authorized attorney, shall be exchangeable
for a like aggregate principal amount and maturity of Bonds of __________
Series of other authorized denominations. Bonds of __________ Series may bear
such legends as may be necessary to comply with any law or with any rules or
regulations made pursuant thereto or with the rules or regulations of any stock
exchange or to conform to usage with respect thereto.


Bonds of __________ Series shall be transferable at the office or
agency of the Company in the Borough of Manhattan, The City of New York.


Notwithstanding the foregoing provisions of this Section 2, the Company
shall not be required to make any transfers or exchanges of Bonds of __________
Series for a period of fifteen (15) days next preceding any mailing of notice
of redemption, and the Company shall not be required to make transfers or
exchanges of the principal amount of any Bonds of __________ Series so called
or selected for redemption.


SECTION 3.           The Bonds of __________ Series shall
be substantially of the tenor and purport recited in the Original Indenture,
and the form thereof shall be as established by resolution of the Board of
Directors or the Executive Committee of the Board of Directors of the Company,
which resolution may provide that any provisions of such form of Bond may
appear on the reverse of such form.


 


9





















 


SECTION 4.           Until Bonds of __________ Series in
definitive form are ready for delivery, the Company may execute, and upon its
request in writing, the Corporate Trustee shall authenticate and deliver, in
lieu thereof, Bonds of __________ Series in temporary form, as provided in
Section 15 of the Original Indenture.


ARTICLE
II


ISSUE OF
BONDS OF __________ SERIES


SECTION 5.           The Bonds of __________ Series for
the aggregate principal amount of up to __________ Million Dollars
($___________) may be executed by the Company and delivered to the Corporate
Trustee and shall be authenticated by the Corporate Trustee and delivered to or
upon the order or orders of the Company, evidenced by a writing or writings
signed by the Company by its President or a Vice President and its Treasurer or
an Assistant Treasurer, pursuant to and upon compliance with the provisions of
Article V, Article VI or Article VII of the Indenture.


ARTICLE
III


COVENANTS


The Company hereby covenants, warrants and agrees:


SECTION 6.           That all the terms, conditions,
provisos, covenants and provisions contained in the Indenture shall affect and
apply to the property hereinabove described and conveyed and to the estate,
rights, obligations and duties of the Company and Trustees and the
beneficiaries of the trust with respect to said property, and to the Trustees
and their successors as trustees of said property, in the same manner and with
the same effect as if the said property had been owned by the Company at the
time of the execution of the Original Indenture and had been specifically and
at length described in and conveyed to the Individual Trustee and (to the
extent of its legal capacity to hold the same for the purposes of the Indenture)
the Corporate Trustee by the Original Indenture as a part of the property
therein stated to be conveyed.


SECTION 7.           That it is lawfully seized and
possessed of all of the mortgaged and pledged property described in the
granting clauses of the Indenture, which has not heretofore been released from
the lien thereof; that it had or has, at the respective times of execution and
delivery of the Original Indenture, the First, Second, Third, Fourth, Fifth,
Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth,
Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth,
Twentieth, Twenty-first (as corrected by the Twenty-second), Twenty-second,
Twenty-third, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh,
Twenty-eighth, Twenty-ninth, Thirtieth, Thirty-first, Thirty-second,
Thirty-third, Thirty-fourth, Thirty-fifth, Thirty-sixth, Thirty-seventh,
Thirty-eighth and Thirty-ninth Supplemental Indentures, and this __________9 Supplemental Indenture, good right and lawful authority to
mortgage and pledge the mortgaged and pledged property described therein, as
provided in and by the Indenture; and that such mortgaged and pledged property
is, at the actual date of the initial issue


 










9               Here will be inserted additional,
executed supplemental indentures.


 


10





















 


of the Bonds of __________ Series, free and clear of any
mortgage, lien, charge or encumbrance thereon or affecting the title thereto
(other than excepted encumbrances) prior to the lien of the Indenture, except
as set forth in the granting clauses of the Indenture.


SECTION 8.           That it will deliver to the Corporate
Trustee annually, within ninety (90) days after the close of each fiscal year,
commencing with the fiscal year 200_, a certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company’s compliance with all conditions and
covenants under the Indenture. For purposes of this Section 8, such compliance
shall be determined without regard to any period of grace or requirement of
notice provided under the Indenture.


ARTICLE
IV


THE TRUSTEES


The Trustees hereby accept the trust hereby declared and provided and
agree to perform the same upon the terms and conditions in the Original
Indenture, as heretofore supplemented and as supplemented by this __________
Supplemental Indenture, and in this __________ Supplemental Indenture set
forth, and upon the following terms and conditions:


The Trustees shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this ____________ Supplemental
Indenture or the due execution hereof by the Company or for or in respect of
the recitals contained herein, all of which recitals are made by the Company
only.


ARTICLE
V


MISCELLANEOUS
PROVISIONS


All terms contained in the __________ Supplemental Indenture shall, for
all purposes hereof, have the meanings given to such terms in Article I of the
Original Indenture, as amended by Article IV of the Second Supplemental
Indenture.


Except as hereby expressly amended and supplemented, the Original
Indenture heretofore amended and supplemented is in all respects ratified and
confirmed, and all the terms and provisions thereof shall be and remain in full
force and effect.


This __________ Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original;
but such counterparts together constitute but one and the same instrument.


 


11





















 


IN WITNESS WHEREOF, Idaho Power Company, party hereto of the first
part, caused its corporate name to be hereunto affixed and this instrument to
be signed and sealed by its President or a Vice President and its corporate
seal to be attested by its Secretary or an Assistant Secretary for and on its
behalf, and Deutsche Bank Trust Company Americas, one of the parties hereto of
the second part, in token of its acceptance of the trust hereby created has
caused its corporate name to be hereunto affixed and this instrument to be
signed and sealed by a Vice President and its corporate seal to be attested by
an Associate and Stanley Burg, one of the parties hereto of the second part,
has for all like purposes hereunto set his hand and affixed his seal, each on
the date hereinafter acknowledged, as of the day and year first above written.


	
   

  	
   

  	
  IDAHO POWER COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Executed, sealed and delivered by

  	
   

  	
   

  	
   

  
	
  IDAHO POWER COMPANY

  	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


12





















 


 


 


	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Executed, sealed and delivered by

  	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [L.S.]

  
	
   

  	
   

  	
   

  	
  Stanley Burg

  
	
  Executed, sealed and delivered by

  	
   

  	
   

  	
   

  
	
  STANLEY BURG,

  	
   

  	
   

  	
   

  
	
  in the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


13





















 


	
  STATE OF IDAHO

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  ) ss.:

  	
   

  	
   

  	
   

  
	
  COUNTY OF ADA

  	
  )

  	
   

  	
   

  	
   

  



 


On the _____ day of __________ , in the year 200_, before me personally
came ____________________, to me known, who being by me duly sworn did depose
and say that he resides at _____________________________; that he is the  ___________________ of Idaho Power Company,
one of the corporations described in and which executed the above instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation, and that he signed his name thereto by like
order; the said ____________________, having personally appeared and known to
me to be the ___________________ of said corporation that executed the
instrument, acknowledged to me that said corporation executed the same.


IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year in this certificate first above written.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of Idaho

  



 


14





















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  ) ss.:

  	
   

  	
   

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  	
   

  	
   

  



 


On the _____ day of __________ , in the year 200_, before me personally
came ____________________, to me known, who being by me duly sworn did depose
and say that he resides at _____________________________; that he is an
___________________ of Deutsche Bank Trust Company Americas, one of the
corporations described in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation, and that he signed his name thereto by like order; the said
____________________, having personally appeared and known to me to be an
___________________ of said corporation that executed the instrument,
acknowledged to me that said corporation executed the same.


IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year in this certificate first above written.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of New York

  



 


15





















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  ) ss.:

  	
   

  	
   

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  	
   

  	
   

  



 


On the _____ day of __________, in the year 200_, before me,
_______________, a Notary Public in and for the State of New York in the County
of New York, personally appeared and came STANLEY BURG, to me known and known
to me to be the person described in and who executed the within and foregoing
instrument and whose name is subscribed thereto and acknowledged to me that he
executed the same.


IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year in this certificate first above written.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of New York

  



 


16





















 


	
  STATE OF IDAHO

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  ) ss.:

  	
   

  	
   

  	
   

  
	
  COUNTY OF ADA

  	
  )

  	
   

  	
   

  	
   

  



 


__________, being first duly sworn, upon oath, deposes and says: that
he is an officer, to wit, the __________ of Idaho Power Company, a corporation,
the mortgagor described in the foregoing indenture or mortgage, and makes this
affidavit on behalf of said Idaho Power Company; that said indenture or
mortgage is made in good faith without any design to hinder, delay or defraud
creditors, to secure the indebtedness mentioned to be thereby secured.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Subscribed and sworn to before me

  	
   

  	
   

  
	
  this _____ day of __________,
  200_.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary Public, State of Idaho

  	
   

  	
   

  



 


17





















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  ) ss.:

  	
   

  	
   

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  	
   

  	
   

  



 


__________, being first duly sworn, upon oath, deposes and says: that
he is an officer, to wit, an __________ of Deutsche Bank Trust Company
Americas, a corporation, one of the mortgagees and trustees named in the
foregoing indenture or mortgage, and makes this affidavit on behalf of said
Deutsche Bank Trust Company Americas; that said indenture or mortgage is made
in good faith without any design to hinder, delay or defraud creditors, to
secure the indebtedness mentioned or provided for therein.


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Subscribed and sworn to before me

  	
   

  	
   

  
	
  this _____ day of __________,
  200_.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary Public, State of New York

  	
   

  	
   

  



 


18





















 


	
  STATE OF NEW YORK

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  ) ss.:

  	
   

  	
   

  	
   

  
	
  COUNTY OF NEW YORK

  	
  )

  	
   

  	
   

  	
   

  



 


STANLEY BURG, being first duly sworn, upon oath, deposes and says: that
he is one of the mortgagees and trustees named in the foregoing indenture or
mortgage; that said indenture or mortgage is made in good faith without any
design to hinder, delay or defraud creditors, to secure the indebtedness
mentioned or provided for therein.


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Subscribed and sworn to before me

  	
   

  	
   

  
	
  this _____ day of __________,
  200_.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary Public, State of Idaho

  	
   

  	
   

  



 


19