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 __________, 201_

 
	
  

 
	

 


 









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 __________, 201_ 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, New York 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. 


                    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
the States of Idaho, Montana, Oregon, Nevada and Wyoming; 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

 













	
  

 	
  

 	
  

 
	
 Designation 

 	
  

 	
 Dated as of 

 
	

 


 	
  

 	

 


 
	
 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 Indenture

 	
  

 	
 October 1,
 2003

 
	
 Fortieth
 Supplemental Indenture

 	
  

 	
 May 1, 2005

 
	
 Forty-first
 Supplemental Indenture

 	
  

 	
 October 1,
 2006

 
	
 Forty-second
 Supplemental Indenture

 	
  

 	
 May 1, 2007

 
	
 Forty-third
 Supplemental Indenture

 	
  

 	
 September 1,
 2007

 
	
 Forty-fourth
 Supplemental Indenture

 	
  

 	
 April 1,
 2008

 
	
 Forty-fifth
 Supplemental Indenture2

 	
  

 	
 February 1,
 2010

 








	
  

 	
  

 
	
 2

 	
 Here will be inserted
 additional, executed supplemental indentures. 

 


-2-





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
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 the States of Idaho,
Montana, Oregon, Nevada and Wyoming; 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

 	
  

 


-3-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Series

 	
  

 	
 Principal

 Amount

 Issued

 	
  

 	
 Principal

 Amount

 Outstanding

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 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

 	
  

 	
  

 	
 None

 	
  

 
	
 Secured
 Medium-Term Notes, Series C

 	
  

 	
  

 	
 200,000,000

 	
  

 	
  

 	
 120,000,000

 	
  

 
	
 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

 	
  

 
	
 Secured
 Medium-Term Notes, Series F

 	
  

 	
  

 	
 200,000,000

 	
  

 	
  

 	
 200,000,000

 	
  

 
	
 Pollution
 Control Series C

 	
  

 	
  

 	
 116,300,000

 	
  

 	
  

 	
 116,300,000

 	
  

 
	
 Secured
 Medium-Term Notes, Series G

 	
  

 	
  

 	
 100,000,000

 	
  

 	
  

 	
 100,000,000

 	
  

 
	
 Secured
 Medium-Term Notes, Series H

 	
  

 	
  

 	
 350,000,000

 	
  

 	
  

 	
 350,000,000

 	
 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, Thirty-seventh, Thirty-ninth,
Fortieth, Forty-first, Forty-fourth and Forty-fifth5 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 




	
  

 	
  

 
	
 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-





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: 


                    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 




	
  

 	
  

 
	
 6

 	
 Here will be inserted property
 descriptions. 

 


-5-





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. 


                    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,
Thirty-ninth, Fortieth, Forty-first, Forty-second, Forty-third, Forty-fourth
and Forty-fifth 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, 




	
  

 	
  

 
	
 7

 	
 Here will be inserted
 additional, executed supplemental indentures. 

 


-6-





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 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. 


-7-





                    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 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 $__________, and
shall 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, 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
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 __________ 




	
  

 	
  

 
	
 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 _____”. 

 


-8-





Series which
bear interest at a fixed rate shall mean __________ for interest payable
__________ and __________ for interest payable __________, for Bonds of
__________ Series which bear interest at a fixed rate that is payable on other
dates, 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, in each case, 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, shall mean the date
15 calendar days prior to any interest payment date, unless otherwise
determined by the Board of Directors and set forth in a resolution filed with
the Corporate Trustee referring to this ____________ Supplemental Indenture;
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 __________ 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. 


-9-





                    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. 


                    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. 


-10-





                    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, Thirty-ninth, Fortieth, Forty-first,
Forty-second, Forty-third, Forty-fourth and Forty-fifth 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 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 201_,
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 this __________ 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. 




	
  

 	
  

 
	
 9

 	
 Here will be inserted
 additional, executed supplemental indentures. 

 


-11-





                    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. 


-12-






                    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:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


-13-









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 
					


-14-









	
  

 	
  

 
	
 STATE OF
 IDAHO

 	
 )

 
	
  

 	
 ) ss.:

 
	
 COUNTY OF
 ADA

 	
 )

 



                    On
the _____ day of __________ , in the year 201_, before me personally came ____________________,
to me known, who being by me duly sworn did depose and say 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 

 
	
  

 	
  

 


-15-









	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 
	
  

 	
 ) ss.:

 
	
 COUNTY OF
 NEW YORK 

 	
 )

 



                    On
the _____ day of __________ , in the year 201_, before me personally came
____________________, to me known, who being by me duly sworn did depose and
say 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

 
	
  

 	
  

 


-16-









	
  

 	
  

 
	
 STATE OF NEW
 YORK

 	
 )

 
	
  

 	
 ) ss.:

 
	
 COUNTY OF
 NEW YORK

 	
 )

 



                    On
the _____ day of __________, in the year 201_, 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

 


-17-









	
  

 	
  

 
	
 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 or provided for therein. 


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 Subscribed
 and sworn to before me 

 this _____ day of __________, 200_.

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Notary
 Public, State of Idaho

 	
  

 	
  

 


-18-









	
  

 	
  

 
	
 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

 	
  

 	
  

 


-19-









	
  

 	
  

 
	
 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. 


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Stanley Burg

 
	
  

 	
  

 	
  

 
	
 Subscribed
 and sworn to before me 

 this _____ day of __________, 200_.

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Notary
 Public, State of New York

 	
  

 	
  

 


-20-