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

  	
   

  	
  10

  
	
  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

  	
   

  	
  11

  
	
  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

  	
   

  	
  12

  
	
  Counterparts

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  Testimonium

  	
   

  	
  13

  
	
  Signatures and seals

  	
   

  	
  13

  
	
  Acknowledgments

  	
   

  	
  14

  
	
  Affidavits

  	
   

  	
  15

  



 






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,
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

  
	
  Thiry-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 Indenture2

  	
   

  	
  September 1, 2007

  



 






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

  	
   

  	
  80,000,000

  	
   

  
	
  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

  	
   

  
	
  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

  	
  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 and Forty-first5 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


 






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

















 


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 other
securities or any cash (except cash deposited with the Corporate Trustee
pursuant to any


 






6               Here will be inserted property
descriptions.


 


5

















 


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 and Forty-third 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


 






7               Here will be inserted additional,
executed supplemental indentures.


 


6

















 


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 and Forty-third 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 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 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 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

  



 


15

















 


	
  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

  



 


16

















 


	
  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

  



 


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 to be thereby secured.


 


	
   

  	
   

  
	
   

  
	
   

  
	
   

  
	
  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