Exhibit 4.16




IDAHO POWER COMPANY


TO


DEUTSCHE BANK TRUST COMPANY AMERICAS,


Trustee




______ SUPPLEMENTAL INDENTURE


Dated as of ____________


TO


INDENTURE


Dated as of August 1, 2001


DEBT SECURITIES
















                    _____
SUPPLEMENTAL INDENTURE dated as of ___________ made
and entered into by and between IDAHO POWER COMPANY, 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 DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly
known as Bankers Trust Company), a banking corporation organized and existing
under the laws of the State of New York, as Trustee (hereinafter, subject to
Article VII of the Indenture, called the “Trustee”), having its principal
office at 60 Wall Street, New York, New York 10005, as Trustee under the
Indenture for Debt Securities dated as of August 1, 2001 executed and delivered
by Idaho Power Company.


                    WHEREAS
the Indenture dated as of August 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 III 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 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 _______ SUPPLEMENTAL INDENTURE WITNESSETH:


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


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ARTICLE I.


_____________ Notes, Series __


                    SECTION
1. The title of the series of the Securities established by this Supplemental
Indenture shall be “________ Notes, Series __, due __________” of the Issuer
(hereinafter called the “Series __ Notes”). The Series __ Notes shall bear
interest (computed on the basis of a 360-day year of twelve 30-day months)
until the principal amount thereof has been duly paid or provided for in full,
at a rate per annum equal to ___% and at the same rate per annum on any overdue
principal or (to the extent legally enforceable) on any overdue installment of
interest (the “Overdue Rate”).


                    SECTION
2. The Series __ Notes shall be limited in aggregate principal amount to
$____________, and shall be issued 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. The Series __ Notes shall mature on __________.


                    Interest
shall be payable [quarterly] in arrears on the _____ day of __________,
__________, _________ and ______ (each, an “Interest Payment 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. If Maturity would otherwise be a day that is not a
Business Day, the payment of principal and interest due at Maturity shall be made
on the next day that is a Business Day and no interest shall accrue as a result
of such delayed payment.


                    Each
payment of interest with respect of an Interest Payment Date or at Maturity
shall include interest accrued to but excluding such Interest Payment Date or
Maturity, as the case may be (an “Interest Period”).


                    Interest
on any Series __ Note that is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the person in whose name
such Series __ Note is registered at the close of business on the ________ day
of the month next preceding such Interest Payment Date (the “Regular Record
Date”). In the case of any Series __ Note issued between a Regular Record Date
and the initial Interest Payment Date, interest for the period beginning on the
date of issue and ending on the initial Interest Payment Date shall be paid to
the person to whom such Series __ Note shall have been originally issued.
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 of such Series __ Note on such Regular
Record Date, and may be paid to the person in whose name such Series __ Note is
registered at the close of business on the Special Record Date established by
the Issuer pursuant to Section 3.8 of the Indenture or as otherwise provided in
Section 3.8 of the Indenture.


                    Payments
of interest on any Series __ Note (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 on the applicable record date, unless
otherwise agreed to by the Issuer. 


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The principal
amount thereof and any premium and the interest payable at Maturity will be
paid at Maturity against presentation of a Series __ Note at the office or
agency of the Issuer maintained for that purpose in the Borough of Manhattan,
The City of New York, or as otherwise provided in the Indenture.


                    [The
Series __ Notes are not redeemable prior to Maturity and the provisions of
Article XIV of the Indenture are inapplicable.]


                    [The
Series __ Notes are not entitled to any sinking fund and the provisions of
Article XV of the Indenture are inapplicable thereto.]


                    The
Series __ Notes are subject to the provisions of Article XII of the Indenture,
which provide for the satisfaction and discharge of the Indenture under the
circumstances and on the conditions set forth therein.


                    SECTION
3. The Series _ 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 a Company Order with respect to any Series __ Notes.
The Depository for such Global Security or Global Securities representing
Series __ Notes may surrender one or more Global Securities representing Series
__ Notes in exchange in whole or in part for individual Series __ 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, Deutsche Bank
Trust Company Americas 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 __ Notes under the circumstances set forth in,
and subject to the provisions of, the Indenture.


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 _____ Supplemental Indenture
shall not be deemed to be any part hereof.


                    SECTION
3. This ______ 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.


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


	
  

 	
  

 	
  

 
	
  

 	
 IDAHO POWER
 COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
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 DEUTSCHE
 BANK TRUST COMPANY AMERICAS

 
	
  

 	
  

 	
  

 
	
  

 	
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 Name:

 
	
  

 	
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