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                                  IDACORP, INC.

                                       TO

                             BANKERS TRUST COMPANY,

                                     Trustee





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

                          FIRST SUPPLEMENTAL INDENTURE

                          Dated as of February 1, 2001

                                       TO

                                    INDENTURE

                          Dated as of February 1, 2001


                             SENIOR DEBT SECURITIES
                                 ---------------

                           Medium-Term Notes, Series A



================================================================================



<PAGE>



     FIRST SUPPLEMENTAL  INDENTURE dated as of February 1, 2001 made and entered
into  by and  between  IDACORP,  Inc.,  a  corporation  of the  State  of  Idaho
(hereinafter, subject to Article XI of the Indenture, called the "Issuer" or the
"Company"),  having its principal office at 1221 West Idaho Street, Boise, Idaho
83702-5627,and BANKERS TRUST COMPANY, a corporation of the State of New York, as
Trustee  (hereinafter,  subject  to  Article  VII of the  Indenture,  called the
"Trustee"),  having its principal  office at Four Albany  Street,  New York, New
York 10006, as Trustee under the Indenture for Senior Debt  Securities  dated as
of February 1, 2001 executed and delivered by IDACORP, Inc.

     WHEREAS  the  Indenture  dated as of  February  1,  2001  (herein  with all
indentures  supplemental  thereto  called  the  "Indenture"),  provides  for the
issuance of notes,  debentures or other evidences of its  indebtedness in one or
more  series  (hereinafter  called the  "Securities"),  unlimited  in  aggregate
principal amount;

     WHEREAS the Indenture  provides in Article Three thereof that, prior to the
issuance of Securities of any series,  the form of such Securities and the terms
applicable to such series shall be established in, or pursuant to, the authority
granted in a resolution  of the Board of Directors  (delivered to the Trustee in
the  form of a  Board  Resolution)  or  established  in one or  more  indentures
supplemental thereto;

     WHEREAS  the Issuer  desires by this  Supplemental  Indenture,  among other
things,  to  establish  the form of the  Securities  of a  series,  to be titled
"Medium-Term  Notes,  Series  A" of the  Issuer,  and  to  establish  the  terms
applicable  to  such  series,  pursuant  to  Sections  3.1  and  10.1(e)  of the
Indenture;

     WHEREAS the  execution and delivery of this  Supplemental  Indenture by the
parties  hereto  are  in  all  respects  authorized  by  the  provisions  of the
Indenture; and

     WHEREAS  all  things  necessary  have been  done to make this  Supplemental
Indenture a valid agreement of the Issuer, in accordance with its terms.

     NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in  consideration  of the premises,  it is mutually  covenanted and
agreed, as follows:



<PAGE>



                                   ARTICLE I.

                           Medium-Term Notes, Series A

     SECTION 1. The title of the series of the  Securities  established  by this
Supplemental  Indenture  shall be  "Medium-Term  Notes,  Series A" of the Issuer
(hereinafter  called  the  "Series  A  Notes").  The  Series  A Notes  shall  be
substantially  in the form set  forth in  Exhibit  A  hereto  (which  is  hereby
incorporated  herein  and made a part  hereof),  subject  to changes in the form
thereof made by the Issuer and acceptable to the Trustee.

     SECTION  2. The  Series A Notes  shall be  issued  from  time to time in an
aggregate principal amount not to exceed $300,000,000.

     SECTION  3. The  Series A Notes may be issued in whole or in part as one or
more Global  Securities and The Depository Trust Company,  or a nominee thereof,
shall be the Depository for such Global Security or Global Securities, except in
each case as otherwise  provided in an Issuer Order with respect to any Series A
Notes. The Depository for such Global Security or Global Securities representing
Series A Notes may surrender one or more Global Securities representing Series A
Notes in  exchange  in whole  or in part for  individual  Series A Notes on such
terms as are acceptable to the Issuer and such Depository and otherwise  subject
to the terms of Section 2.4 of the Indenture.

     SECTION 4. The Issuer  hereby  appoints,  or confirms the  appointment  of,
Bankers Trust Company as the initial  Trustee,  Securities  Registrar and Paying
Agent,  subject to the provisions of the Indenture with respect to  resignation,
removal and  succession,  and  subject,  further,  to the right of the Issuer to
appoint additional agents (including Paying Agents). An Authenticating Agent may
be appointed  for the Series A Notes under the  circumstances  set forth in, and
subject to the provisions of, the Indenture.

     SECTION 5. The terms of the Series A Notes shall be as set forth in Exhibit
A hereto,  and shall  include  the  payment  and other  terms  reflected  on the
respective  Series A Notes as actually  executed,  authenticated  and  delivered
under the Indenture. Notwithstanding the foregoing, specific terms of particular
Series A Notes  (any  redemption,  sinking  fund or other  repayment  terms that
differ from the  provisions  of Article XIV or XV of the Indenture and any terms
for  satisfaction and discharge of the Indenture that differ from the provisions
of  Article  XII of the  Indenture)  may be  determined  in  accordance  with or
pursuant to the Issuer Order with respect thereto, as referred to in Section 3.3
of the Indenture.



<PAGE>



                                   ARTICLE II.

                            Miscellaneous Provisions

     SECTION 1. The recitals  contained  herein shall be taken as the statements
of the Issuer,  and the Trustee assumes no responsibility for the correctness of
the  same.  The  Trustee  makes no  representation  as to the  validity  of this
supplemental  indenture.  The Indenture,  as supplemented  by this  supplemental
indenture, is in all respects hereby adopted, ratified and confirmed.

     SECTION 2. The titles of the several  Articles  of this First  Supplemental
Indenture shall not be deemed to be any part hereof.

     SECTION 3. This First Supplemental  Indenture may be executed in any number
of  counterparts,  each of which so executed  shall be deemed to be an original,
but all  such  counterparts  shall  together  constitute  but  one and the  same
instrument.



<PAGE>



     IN WITNESS WHEREOF,  the parties hereto have caused this First Supplemental
Indenture to be duly executed.

                                            IDACORP, INC.



                                            By /s/ Darrel Anderson
                                               ______________________
                                               Name:  Darrel Anderson
                                               Title:  Vice President - Finance
                                                         & Treasurer




                                            BANKERS TRUST COMPANY



                                            By /s/ Carol Ng
                                               ______________________
                                               Name:  Carol Ng
                                               Title:  Vice President






<PAGE>


STATE OF IDAHO         )
                       )  ss.:
COUNTY OF ADA          )

     At Boise, ID, on this 28th day of February 2001, before me, a Notary Public
in and for the  County  of Ada and State of Idaho,  personally  appeared  Darrel
Anderson,  the V.P. - Finance & Treasurer,  of IDACORP,  Inc.,  to me personally
known, who executed the foregoing instrument on behalf of said corporation,  and
acknowledged  the same to be his free act and deed in his said  capacity and the
free act and deed of IDACORP, Inc.

NOTARIAL SEAL


                                              /s/ Mary Gray
                                              ----------------------------------
                                                          Notary Public

My Commission Expires:  7/17/2004





<PAGE>


Exhibit A

                                 [FORM OF NOTE]


Registered
No. A-
CUSIP

     If this Note is registered in the name of The Depository Trust Company (the
"Depository")  (55 Water Street,  New York, New York) or its nominee,  this Note
may not be  transferred  except as a whole by the Depository to a nominee of the
Depository  or by a nominee  of the  Depository  to the  Depository  or  another
nominee  of  the  Depository  or by the  Depository  or any  such  nominee  to a
successor  Depository or a nominee of such successor Depository unless and until
this Note is presented by an authorized agent of The Depository Trust Company to
the Issuer or its agent for registration of transfer,  exchange or payment,  and
any  certificate  issued is  registered  in the name of Cede & Co. or such other
name as is requested by an authorized  representative  of The  Depository  Trust
Company and any payment is made to Cede & Co. ANY TRANSFER,  PLEDGE OR OTHER USE
THEREOF  FOR  VALUE OR  OTHERWISE  BY OR TO ANY  PERSON  IS  WRONGFUL  since the
registered owner hereof, Cede & Co., has an interest herein.

                                  IDACORP, Inc.

                           MEDIUM-TERM NOTE, SERIES A




          ______% Fixed Rate Note

Original Issue Date:                        Principal Amount:
Interest Accrual Date:                      Issue Price:
Interest Payment Dates:
Maturity Date:
Redemption Date(s):                         Redemption Price(s):
Repayment Date(s):                          Repayment Price(s):







<PAGE>



     IDACORP, Inc., an Idaho corporation (the "Company", which term includes any
successor  issuer  under  the  Indenture  hereinafter  referred  to),  for value
received hereby promises to pay to  _____________________ or registered assigns,
the principal sum of ___________________  Dollars on the "Maturity Date", as set
forth above, and to pay interest hereon as described on the reverse hereof.

     The  principal  of (and  premium,  if any) and  interest  on this  Note are
payable by the Company in such coin or currency of the United  States of America
as at the time of payment  shall be legal  tender for the  payment of public and
private debts.

     REFERENCE IS HEREBY MADE TO THE FURTHER  PROVISIONS  OF THIS NOTE SET FORTH
BELOW,  WHICH FURTHER  PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
IF SET FORTH AT THIS PLACE.

     Unless the certificate of authentication  hereon has been manually executed
by or on  behalf of the  Trustee  under the  Indenture,  this Note  shall not be
entitled to any benefit under the  Indenture,  or be valid or obligatory for any
purpose.

     IN WITNESS WHEREOF,  IDACORP,  Inc. has caused this instrument to be signed
in its corporate name by the signatures or facsimile signatures of its President
or a Vice  President,  and its  Treasurer  or an  Assistant  Treasurer,  and its
corporate  seal or a  facsimile  thereof  to be hereon  impressed,  engraved  or
imprinted and attested by such signature or facsimile signature of its Secretary
or an Assistant Secretary.


<PAGE>







                                  IDACORP, Inc.

                           MEDIUM-TERM NOTE, SERIES A


     1.  This  Note  is  one of a  duly  authorized  issue  of  debt  securities
(hereinafter  called the "Securities") of the Company of the series  hereinafter
specified,  all such Securities issued and to be issued under an Indenture dated
as of February 1, 2001 between the Company and Bankers Trust Company, as Trustee
(herein  called the "Trustee",  which term includes any successor  trustee under
the Indenture), as amended and supplemented by the First Supplemental Indenture,
dated as of February 1, 2001, and as further  amended and  supplemented  (herein
called the  "Indenture"),  to which  Indenture  reference  is hereby  made for a
statement of the rights and  limitations of rights  thereunder of the Holders of
the  Securities  and of the rights,  obligations,  duties and  immunities of the
Trustee and of the Company,  and the terms upon which the Securities are and are
to be authenticated and delivered. As provided in the Indenture,  the Securities
may be issued in one or more  series  which  different  series  may be issued in
various  aggregate  principal  amounts,  may mature at different times, may bear
interest,  if any, at different  rates,  may be subject to different  redemption
provisions,  if any, may be subject to different sinking,  purchase or analogous
funds,  if any, may be subject to different  covenants and Events of Default and
may otherwise vary as in the Indenture  provided or permitted.  This Note is one
of a Series  designated on the face hereof as Medium-Term  Notes,  Series A (the
"Series A Notes"),  limited to $300,000,000 in aggregate  principal amount.  The
Series A Notes may be issued at various times with different  maturity dates and
different principal repayment provisions,  may bear interest at different rates,
and may otherwise vary, all as provided in the Indenture.

     2.A.  The record  date (the  "Regular  Record  Date")  with  respect to any
Interest  Payment Date (as defined  below) shall be on the  fifteenth day of the
month immediately preceding such Interest Payment Date, whether or not such date
shall be a Business Day (unless  otherwise set forth herein).  Interest which is
payable,  and is punctually  paid or duly provided for, on any Interest  Payment
Date  shall be paid to the person in whose  name the Note is  registered  at the
close of business on the record date immediately preceding such Interest Payment
Date; provided,  however, that the first payment of interest on any Note with an
Original Issue Date between a Regular  Record Date and the  succeeding  Interest
Payment Date will be made on the Interest Payment Date following the immediately
succeeding  Regular  Record  Date to the  registered  owner on such  immediately
succeeding Regular Record Date; and provided,  further, that interest payable at
Maturity  will be  payable  to the person to whom  principal  shall be  payable.
"Maturity"  means the date on which the principal  amount hereof becomes due and
payable, whether at Stated Maturity


<PAGE>



or earlier by  declaration  of  acceleration,  call for redemption or otherwise.
Notwithstanding  the foregoing,  any interest that is payable but not punctually
paid or duly provided for on any Interest  Payment Date shall forthwith cease to
be payable to the  registered  owner hereof on such Regular Record Date, and may
be paid to the  person in whose  name this  Note is  registered  on the close of
business on a subsequent  record date established by notice given by mail, by or
on behalf of the Company to such  Holder not less than  fifteen  days  preceding
such  subsequent  record  date,  such  record  date to be not less than ten days
preceding  the date for payment of such  defaulted  interest,  or may be paid as
more fully provided in the Indenture. "Business Day" means any day, other than a
Saturday  or  Sunday,  that  is  not a day on  which  banking  institutions  are
authorized  or  required  by law or  regulation  to be closed in The City of New
York.

     B. The Company  promises to pay interest on the  principal  amount from its
Original  Issue Date at the rate per annum  stated on the face hereof  until the
principal amount hereof is paid or made available for payment.  Unless otherwise
provided herein,  the Company will pay interest  semi-annually  each April 1 and
October 1 (each an "Interest  Payment  Date"),  commencing  (except as set forth
above in the case of a Note with an Original Issue Date between a Regular Record
Date and an Interest  Payment Date) with the Interest  Payment Date  immediately
following the Original Issue Date and at Maturity.  If any Interest Payment Date
would otherwise be a day that is not a Business Day, such Interest  Payment Date
shall be postponed to the next day that is a Business Day, and no interest shall
accrue by reason of such delayed payment. Each payment of interest in respect of
an Interest  Payment Date shall include  interest  accrued to but excluding such
Interest  Payment Date.  Interest on Fixed Rate Series A Notes shall be computed
on the  basis of a  360-day  year of  twelve  30-day  months  (unless  otherwise
specified herein).

     3. Payments of interest  (other than interest  payable at Maturity) will be
made by mailing a check to the Holder at the address of the Holder  appearing on
the Securities  Register of the Company on the  applicable  Regular Record Date,
unless otherwise  agreed to by the Company.  The principal amount hereof and any
premium and the interest  payable at Maturity  will be paid at Maturity  against
presentation of this Note at the office or agency of the Company  maintained for
that purpose in the Borough of Manhattan,  The City of New York, or as otherwise
provided in the Indenture.

     4. If specified above,  this Note may be redeemed,  as a whole or from time
to time in part,  at the option of the Company,  on not less than 30 days' prior
notice given as provided in the Indenture,  on any Redemption Date(s) and at the
related Redemption  Price(s)  (expressed as a percentage of the principal amount
hereof) set forth on the face hereof,  together with interest accrued and unpaid
hereon to such  Redemption  Date. If no such Redemption Date is set forth on the
face  hereof,  this  Note  may not be so  redeemed  prior to the  Maturity  Date
specified on the face hereof.  If fewer than all the Outstanding  Series A Notes
of like tenor and terms are to be redeemed, the particular


<PAGE>



Series A Notes to be redeemed  shall be selected by the Trustee not more than 60
days prior to the Redemption  Date from the  Outstanding  Series A Notes of like
tenor or terms not previously called for redemption.  Such selection shall be of
principal amounts in increments of $1,000.  Subject to the immediately preceding
sentence,  such  selection  shall be made by lot. The notice of such  redemption
shall  specify  which  Series  A  Notes  are to be  redeemed.  In the  event  of
redemption  of this  Note in part  only,  a new  Note or  Series A Notes of this
series of like tenor or terms for the  unredeemed  portion hereof will be issued
to the Holder hereof upon the cancellation hereof.

     5. If specified above, this Note will be subject to repayment at the option
of the Holder  hereof on the  Repayment  Date(s)  and at the  related  Repayment
Price(s) (expressed as a percentage of the principal amount hereof) indicated on
the face hereof. If no such Repayment Date is set forth on the face hereof, this
Note may not be so  repaid  prior to the  Maturity  Date  specified  on the face
hereof. On each Repayment Date, if any, this Note shall be repayable in whole or
in part at the option of the Holder hereof at the applicable Repayment Price set
forth on the face hereof,  together with  interest  accrued and unpaid hereon to
such Repayment  Date. In order for this Note to be repaid in whole or in part at
the option of the Holder hereof,  the Paying Agent must receive not less than 30
but not more than 45 days prior to the Repayment Date (i) the Note with the form
entitled  "Option to Elect  Repayment"  below duly completed or (ii) a facsimile
transmission or a letter from a member of a national  securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America  setting forth the name of the Holder of
the Note, the principal  amount of the Note, the certificate  number of the Note
or a description of the Note's tenor or terms,  the principal amount of the Note
to be repaid,  a statement that the option to elect repayment is being exercised
thereby  and a  guarantee  that the  Note to be  repaid  with the form  entitled
"Option to Elect  Repayment" on the reverse of the Note duly  completed  will be
received by such Paying Agent no later than five Business Days after the date of
such facsimile  transmission or letter and such Note and form duly completed are
received  by such  Paying  Agent by such fifth  Business  Day.  Exercise of such
repayment  option  shall be  irrevocable.  Such option may be  exercised  by the
Holder for less than the entire  principal  amount  provided  that the principal
amount remaining outstanding after repayment is an authorized denomination.

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

     7. The Indenture permits, with certain exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Holders of the  Securities  under the Indenture at
any time by the  Company  with the  consent  of the  Holders  of not less than a
majority in principal amount of the Securities at the time


<PAGE>



Outstanding  of all series to be affected  thereby  (voting as one  class).  The
Indenture  also  contains  provisions  permitting  the  Holders of a majority in
aggregate  principal  amount  of the  Securities  of  any  series  at  the  time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
past  defaults or certain  Events of Default under the  Indenture,  with certain
exceptions  as therein  provided,  and their  consequences  with respect to such
series, prior to the acceleration with respect to the Securities of such series.
In the case of any such waiver, the Holder of this Note shall be restored to his
former position and rights  hereunder,  such default shall cease to exist and be
deemed to have been cured and not to have  occurred,  and any  related  Event of
Default  shall be deemed to have been cured,  and not to have occurred for every
purpose of the  Indenture;  but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

     8. No reference herein to the Indenture and no provision of this Note or of
the Indenture  shall affect or impair the  obligation  of the Company,  which is
unconditional  and absolute,  to pay the  principal of and premium,  if any, and
interest on this Note at the places,  at the times, at the rates, in the amounts
and in the coin or currency as prescribed herein and in the Indenture.

     9. Series A Notes will be issued in  denominations  of $1,000 and  integral
multiples of $1,000 in excess thereof.

     10. As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable on the Securities  Register of the Company,
upon surrender of this Note for registration of transfer at the office or agency
of the Company to be maintained for that purpose in The City of New York.  Every
Note presented for registration of transfer shall (if so required by the Company
or the  Securities  Registrar) be duly  endorsed,  or  accompanied  by a written
instrument of transfer in form  satisfactory  to the Company and the  Securities
Registrar duly executed, by the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Series A Notes of like tenor and terms of
authorized  denominations  and for the same aggregate  principal  amount will be
issued to the designated transferee or transferees.

     The Company shall not be required (i) to issue, register the transfer of or
exchange  Series A Notes to be redeemed for a period of fifteen  days  preceding
the date of the mailing of the notice of  redemption,  or (ii) to  register  the
transfer  of or to  exchange  any such  Note or  portion  thereof  selected  for
redemption,  except the  unredeemed  portion of any such Note being  redeemed in
part.

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


<PAGE>



Company,  the  Trustee and any agent of the Company or the Trustee may treat the
person in whose name a Note is  registered  as the owner hereof for all purposes
whether or not such Note be overdue and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.

     11. Unless otherwise defined herein,  all terms used in this Note which are
defined  in the  Indenture  shall  have  the  meaning  assigned  to  them in the
Indenture.

     12.  This Note shall for all  purposes  be governed  by, and  construed  in
accordance with, the laws of the State of Idaho.

                                      IDACORP, Inc.


                                               By:___________________________

                                               By:___________________________




<PAGE>



Trustee's Certificate of
  Authentication

Dated:

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

BANKERS TRUST COMPANY,
  as Trustee


By: ________________________
     Authorized Signatory


<PAGE>



                                   ASSIGNMENT

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto

------------------------------                    ----------------------------
Please insert social security                     Please print or typewrite
or other identifying number                       name and address of assignee
of assignee

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

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

the within Note of IDACORP,  Inc.  and does hereby  irrevocably  constitute  and
appoint ______________________________ attorney to transfer the said Note on the
books of the within- mentioned  Company,  with full power of substitution in the
premises.

Dated: _________________                          ______________________________
                                                  Notice:  The signature on this
                                                  assignment must correspond
                                                  with the name as written upon
                                                  the face of the Note in every
                                                  particular without alteration
                                                  or enlargement or any change
                                                  whatsoever.




<PAGE>


                           OPTION TO ELECT REPAYMENT*
                            -------------------------


     The undersigned  hereby  irrevocably  requests and instructs the Company to
repay the within Note (or portion hereof  specified below) pursuant to its terms
at a price  equal  to the  applicable  Repayment  Price  thereof  together  with
interest to the Repayment Date, to the undersigned at __________________________

--------------------------------------------------------------------------------
     Please print or typewrite name and address
     of the undersigned

     If less  than the  entire  principal  amount  of the  within  Note is to be
repaid,  specify  the  portion  thereof  that the Holder  elects to have  repaid
_____________________________________    and   specify   the   denomination   or
denominations (which shall be in authorized denominations) of the Series A Notes
to be issued to the Holder for the portion of the within  Note not being  repaid
(in the absence of any such specification,  one such Note will be issued for the
portion not being repaid):

----------------------------.


Date:  ______________________                      _____________________________
                                                             Signature

* Note:  This option is not available  to a holder unless this Note contains an
         express  provision  granting  to  the   holder  hereof  an  option  to
         elect repayment.


<PAGE>